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Venture Global, Inc.

Venture Global, Inc.VGEarnings & Financial Report

NYSE · Utilities · Natural Gas Distribution

S&P Global Inc. is an American publicly traded corporation headquartered in Manhattan, New York. Its primary areas of business are financial information, analytics, and energy and commodities intelligence. It is the parent company of S&P Global Ratings, S&P Global Energy, S&P Global Market Intelligence, S&P Global Mobility, and the Indian credit rating agency CRISIL. It is also the majority owner of the S&P Dow Jones Indices joint venture. "S&P" is a shortening of "Standard and Poor's".

What changed in Venture Global, Inc.'s 10-K — 2024 vs 2025

Top changes in Venture Global, Inc.'s 2025 10-K

1063 paragraphs added · 1191 removed · 87 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

49 edited+18 added−760 removed50 unchanged
See also Item 1. — Business — Environmental Regulation of this Form 10-K. Our projects that have obtained needed approvals and permits remain subject to extensive regulation. The authorizations obtained from FERC, DOE and other federal and state regulatory agencies also contain ongoing conditions, and such agencies may impose additional approval and permit requirements.
Item 1.— Business — Environmental Regulation of this Form 10-K. Our projects that have obtained needed approvals and permits remain subject to extensive regulation. The authorizations obtained from FERC, DOE and other federal and state regulatory agencies also contain ongoing conditions, and such agencies may impose additional approval and permit requirements.
The proposed rule imposes enhanced leak survey and patrolling requirements, standards for leak detection programs, leak grading and repair criteria, repair timelines, requirements for mitigation of emissions from blowdowns, requirements for investigating failures, and criteria for the design, configuration and maintenance of pressure relief devices.
The rule imposes enhanced leak survey and patrolling requirements, standards for leak detection programs, leak grading and repair criteria, repair timelines, requirements for mitigation of emissions from blowdowns, requirements for investigating failures, and criteria for the design, configuration and maintenance of pressure relief devices.
Other parts of the wide-ranging Executive Order require expedited permitting and elimination of delays and revoke prior executive orders related to the CEQ and GHG emissions. A second Executive Order issued that same day declared a “National Energy Emergency” and, among other things, recognized the benefits of selling LNG to international allies and partners.
Other parts of the wide-ranging Executive Order require expedited permitting and elimination of delays and revoke prior executive orders related to the CEQ and greenhouse gas ("GHG") emissions. A second Executive Order issued that same day declared a “National Energy Emergency” and, among other things, recognized the benefits of selling LNG to international allies and partners.
Further, the ultimate impact of GHG emissions-related agreements, legislation, 89 Table of contents regulations, or private initiatives on our financial performance is highly uncertain because the company is unable to predict with certainty, for a multitude of individual jurisdictions, the outcome of political decision-making processes and the variables and tradeoffs that inevitably occur in connection with such processes and the timing thereof.
Further, the ultimate impact of GHG emissions-related agreements, legislation, regulations, or private initiatives on our financial performance is highly uncertain because the company is unable to predict with certainty, for a multitude of individual jurisdictions, the outcome of political decision-making processes and the variables and tradeoffs that inevitably occur in connection with such processes and the timing thereof.
As an operator, we are required to: • perform ongoing assessments of pipeline integrity; 86 Table of contents • identify and characterize applicable threats to pipeline segments that could impact a “high consequence area”; • improve data collection, integrate and analyze pipeline data; • repair and remediate the pipeline as necessary; and • implement preventative and mitigating actions.
As an operator, we are required to: • perform ongoing assessments of pipeline integrity; • identify and characterize applicable threats to pipeline segments that could impact a “high consequence area”; • improve data collection, integrate and analyze pipeline data; • repair and remediate the pipeline as necessary; and • implement preventative and mitigating actions.
For example, on May 9, 2024, the EPA finalized a new rule regulating GHG emissions from the power sector that would phase in requirements for certain fossil fuel-fired power plants to implement GHG reduction methods, including, among other things, the installation of systems to capture and sequester their carbon emissions.
In addition, in May 2024, the EPA finalized a new rule regulating GHG emissions from the power sector that would phase in requirements for certain fossil fuel-fired power plants to implement GHG reduction methods, including, among other things, the installation of systems to capture and sequester their carbon emissions.
Such factors include, among others, the sectors covered, the GHG emissions reductions required and the extent to which we are able to recover the costs incurred through the pricing of our products in the competitive marketplace.
Such factors include, among others, the sectors covered, the GHG emissions reductions required 62 Table of contents and the extent to which we are able to recover the costs incurred through the pricing of our products in the competitive marketplace.
Various economic and political factors, including opposition by environmental or other public interest groups, could negatively affect the timing or overall development, construction and operation of our projects, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
See — Risks Relating to Our Project and Other Assets — Various economic and political factors, including opposition by environmental or other public interest groups, could negatively affect the timing or overall development, construction and operation of our projects, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
For instance, on May 4, 2023, PHMSA issued a proposed rulemaking implementing a mandate under the Protecting Our Infrastructure and Enhancing Safety Act of 2020, or the PIPES Act, to reduce methane emissions from new and existing natural gas transmission, regulated gathering and distribution pipelines, natural gas storage, and LNG facilities.
For instance, on January 17, 2025, PHMSA issued a final rulemaking implementing a mandate under the Protecting Our Infrastructure and Enhancing Safety Act of 2020, or the PIPES Act, to reduce methane emissions from new and existing natural gas transmission, regulated gathering and distribution pipelines, natural gas storage, and LNG facilities.
We are involved and may in the future become involved in disputes and arbitration proceedings with the customers under our SPAs.
We are involved, and may in the future become involved, in disputes and arbitration proceedings with the customers under our SPAs as described in more detail under
If we are required to modify our activities as a result of any changes to our existing regulatory approvals, the impact could increase our project costs, delay our project timelines, affect our ability to complete our planned projects, or result in claims from third parties if we are unable to meet our commitments under our pre-existing commercial agreements, all of which could have a material adverse effect on our business.
If we are required to modify our activities as a result of any changes to our existing regulatory approvals, the impact could increase our project costs, delay our project timelines, affect our ability to complete our planned projects, or result in claims from third parties if we are unable to meet our commitments under our pre-existing commercial agreements, all of which could have a material adverse effect on our business. 58 Table of contents Our interstate natural gas pipelines and their FERC gas tariffs are subject to FERC regulation.
If we are unsuccessful in any current or potential future arbitration proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project.
If we are unsuccessful in any current or potential future legal proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project and adversely impact the trading price of our Class A common stock.
See —If we are unsuccessful in any current or potential future arbitration proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project.
Additionally, see —If we are unsuccessful in any current or potential future legal proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project and adversely impact the trading price of our Class A common stock.
For example, the Calcasieu Project is currently involved in arbitration proceedings with certain of its customers under post-COD SPAs related to the Calcasieu Project.
For example, the Calcasieu Project is currently involved in arbitration proceedings with certain of its customers under post-COD SPAs related to the Calcasieu Project as described in more detail under Item 3. — Legal Proceedings .
Federal and state regulatory authorities have been pursuing a number of regulatory and policy initiatives to reduce GHG emissions in the United States from a variety of sources, but such initiatives can be controversial and subject to change depending on legal and political developments.
Federal and state regulatory authorities have pursued regulatory and policy initiatives to reduce GHG emissions in the United States from a variety of sources, but such initiatives continue to be controversial and subject to frequent changes and revisions depending on legal and political developments.
We cannot predict whether our applications, approvals or permits will attract significant opposition or whether the permitting process will be lengthened due to complexities and appeals, including uncertainty and delays in the timetable on which the DOE will issue the non-FTA export authorization for the CP2 Project and for increases in the peak output for the Calcasieu and Plaquemines Projects, as well as for the FERC and DOE to act on future applications for the CP3 Project, the Delta Project or any potential bolt-on expansion opportunities in our projects in the future, litigation by environmental groups and other advocates concerned about the impact of our projects on climate change and pollution as well as resistance by local communities due to environmental, health and safety concerns.
We cannot predict whether our applications, approvals or permits will attract significant opposition or whether the permitting process will be lengthened due to complexities and appeals, including uncertainty and delays in the timetable on which the DOE will authorize increases in the expected annualized peak liquefaction capacity for the Plaquemines Project and exports from, the Plaquemines Expansion Project, as well as for the FERC and DOE to act on future applications for our other future projects or expansions, litigation by environmental groups and other advocates concerned about the impact of our projects on climate change and pollution as well as resistance by local communities due to environmental, health and safety concerns.
Should we, or any of our applicable subsidiaries that own a FERC-jurisdictional pipeline fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we or such subsidiary could be subject to substantial penalties and fines.
There can be no assurance that FERC will accept such filings on anticipated terms and timelines, or at all. Should we, or any of our applicable subsidiaries that own a FERC-jurisdictional pipeline fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we or such subsidiary could be subject to substantial penalties and fines.
Violation of these laws and regulations could lead to substantial liabilities, compliance orders, fines and penalties, operational or construction restrictions, difficulty obtaining and maintaining permits from regulatory agencies or capital expenditures and operational costs related to pollution control equipment 87 Table of contents that could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Violation of these laws and regulations could lead to substantial liabilities, compliance orders, fines and penalties, operational or construction restrictions, difficulty obtaining and maintaining permits from regulatory agencies or capital expenditures and operational costs related to pollution control equipment that could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects. 60 Table of contents Federal and state laws impose liability, without regard to fault or the lawfulness of the original conduct, for the release of certain types or quantities of hazardous substances into the environment.
While FERC has authorized the siting, construction and operation of the Calcasieu Project and the Plaquemines Project, as well as of the related pipelines under Sections 3 and 7 of the NGA, additional authorizations from the Commission and/or staff of FERC, as applicable, to proceed with the construction of facilities for the Plaquemines Project and to complete commissioning and place facilities into commercial service, are required as part of FERC’s ongoing regulation of our projects.
While FERC has authorized the siting, construction and operation of the Calcasieu Project, the Plaquemines Project and the CP2 Project, as well as of the related pipelines, under Sections 3 and 7 of the NGA, additional authorizations from the Commission and/or staff of FERC, as applicable, are still needed as part of FERC’s ongoing regulation of our projects.
The future impact of these actions, and the new administration generally, on existing climate-related regulations cannot be predicted at this time.
The future impact of these actions, and the current U.S. administration generally, on GHG emissions and climate-related regulations and initiatives cannot be predicted at this time.
Further, from time to time, we may be a party to various administrative, regulatory or other legal proceedings, and others may allege that we are in violation or in default under orders, statutes, rules or regulations relating to the environment, compliance plans imposed or agreed to by us, or permits issued by various local, state or federal agencies for the construction or operation of our natural gas liquefaction facilities.
In addition to these specific disputes, we are and have been involved, and may in the future become involved, in various administrative, regulatory or other legal proceedings, and others have alleged and may in the future allege 63 Table of contents that we are in violation or in default under orders, statutes, rules or regulations relating to the environment, employment law, compliance plans imposed or agreed to by us, or permits issued by various local, state or federal agencies for the construction or operation of our natural gas liquefaction facilities.
Nevertheless, there can be no assurance as to DOE’s further implementation of the Executive Orders, the new Administration’s views of the recently released DOE study or its future policies, or the impact of those policies on our existing and future projects, including our related contracts.
Nevertheless, there can be no assurance as to DOE’s future policies, or the impact of those policies on our existing and future projects, including our related contracts.
On January 20, 2025, President Trump signed an Executive Order to once again withdraw the U.S. from the Paris Agreement as well as a wide-ranging Executive Order entitled “Unleashing American Energy,” that, among other provisions, directed all agencies to adhere to only relevant legislated requirements for environmental considerations and to prioritize energy production, and directed EPA to consider eliminating the social cost of carbon from permitting or regulatory decisions and reconsider its 2009 finding that GHG emissions endanger human health and the environment, which provides legal support for EPA GHG emissions regulations.
On January 20, 2025, President Trump signed an Executive Order to once again withdraw the U.S. from the Paris Agreement as well as a wide-ranging Executive Order entitled “Unleashing American Energy,” that, among other provisions, directed all agencies to adhere to only relevant legislated requirements for environmental considerations and to prioritize energy production.
Any appeal of or litigation relating to our permits or approvals may delay the development of our natural gas liquefaction and export facilities.
Opposition to our projects from environmental groups and other advocates may increase and strengthen over time. Any appeal of or litigation relating to our permits or approvals may delay the development of our natural gas liquefaction and export facilities.
The complaint asserts claims under Sections 11 and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO.
The complaint asserts claims under Sections 11, 12, and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO and contends that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and seeks unspecified damages on behalf of the putative class.
For example, in February 2022, FERC released an interim policy statement for consideration of GHG emissions in natural gas infrastructure reviews, though it later converted it to a draft statement subject to further comment. On January 24, 2025, FERC withdrew this policy and stated that impacts associated with GHG emissions would be considered on a case-by-case basis.
For example, in January 2025, FERC withdrew its draft interim policy statement for consideration of GHG emissions in natural gas infrastructure reviews, stating that impacts associated with GHG emissions would be considered on a case-by-case basis.
Our interstate natural gas pipelines and their FERC gas tariffs are subject to FERC regulation. Our natural gas pipelines providing interstate transportation are subject to regulation by FERC under the NGA and under the Natural Gas Policy Act of 1978, or the NGPA.
Our natural gas pipelines providing interstate transportation are subject to regulation by FERC under the NGA and under the Natural Gas Policy Act of 1978, or the NGPA. FERC regulates the transportation of natural gas in interstate commerce, including the construction and operation of pipelines, the rates, terms and conditions of service and abandonment of facilities.
On January 21, 2025, DOE directed to the Office of Fossil Energy and Carbon Management to resume consideration of pending applications for LNG exports in accordance with the Natural Gas Act and extended the comment period on the DOE study to March 20, 2025 “to ensure such public interest determinations receive appropriate stakeholder input.” On February 14, 2025, DOE Secretary Wright announced the issuance of a conditional authorization to export LNG to Non-FTA Nations to Commonwealth LNG.
On January 21, 2025, DOE directed to the Office of Fossil Energy and Carbon Management to resume consideration of pending applications for LNG exports in accordance with the Natural Gas Act and extended the comment period on the DOE study to March 20, 2025 “to ensure such public interest determinations receive appropriate stakeholder input.” The first Secretarial Order issued by DOE Secretary Wright on February 5, 2025, stated that DOE has resumed consideration of pending export authorizations and will identify and exercise its legal authorities to expedite the approval and construction of reliable energy infrastructure.
In particular, certain of the foregoing approvals and permits must be obtained before construction of the CP2 Project, the CP3 Project and the Delta Project can begin, before the Plaquemines Project is completed, before commercial operations of the Calcasieu Project can commence, and before we can pursue any potential bolt-on expansion opportunities at our projects.
Certain of the foregoing approvals and permits must be obtained before construction of a particular project or bolt-on opportunity can begin, and before we can pursue any additional potential bolt-on expansion opportunities at such projects.
We are involved in or may in the future become involved in disputes as well as legal proceedings with public authorities, shareholders, suppliers, contractors, customers and others. Given the nature of our business, such disputes and legal proceedings often involve highly complex legal and factual questions and determinations and, in some cases, introduce significant levels of exposure.
Given the nature of our business, such disputes and legal proceedings often involve highly complex legal and factual questions and determinations and, in some cases, introduce significant levels of exposure.
Even if we are ultimately successful in the legal proceedings, such proceedings may distract our management team and we may also face harm to our reputation from case-related publicity.
While we maintain liability and other insurance policies, such insurance may be limited and have exclusions that leave us exposed to costs associated with disputes and legal proceedings. Even if we are ultimately successful in the legal proceedings, such proceedings may distract our management team and we may also face harm to our reputation from case-related publicity.
For liquefied natural gas facilities, the excess emissions charge ($900 per ton for emissions reported in calendar year 2024, rising to $1,500 per ton for such emission beginning with calendar year 2026) is based on the reported tons of methane emissions that exceed 0.05 percent of the natural gas sent to sale from or through such facilities.
For liquefied natural gas facilities, the excess emissions charge is based on the reported tons of methane emissions that exceed 0.05 percent of the natural gas sent to sale from or through such facilities. We anticipate that our facilities would be subject to such excess emissions charge.
Although PHMSA issued a final version of this rule on January 17, 2025, the rule was never published in the Federal Register prior to a regulatory freeze issued by the Trump administration on January 20, 2025.
However, the rule was not published in the Federal Register prior to a regulatory freeze issued by the Trump administration on January 20, 2025 and therefore has not taken effect.
On December 15, 2009, the Environmental Protection Agency, or the EPA, published its findings that emissions of carbon dioxide, methane and other “greenhouse gases” present an endangerment to human health and the environment because emissions of such gases are, according to EPA, contributing to the warming of the Earth’s atmosphere and other climatic changes.
For example, on December 15, 2009, the Environmental Protection Agency, or the EPA, published its findings that emissions of carbon dioxide, methane and other “greenhouse gases” present an endangerment to human health and the environment, which provided legal support for EPA to pursue GHG emissions regulations under the Clean Air Act.
The United States Congress has also considered other legislation to restrict or regulate emissions of GHGs. While it remains unclear whether Congress will be able to agree on comprehensive climate legislation in the near future, energy legislation and other initiatives may seek to address GHG emissions issues or restrict oil and gas operations.
The United States Congress has from time to time considered other legislation to restrict or regulate emissions of GHGs, including energy legislation or other initiatives that seek to address GHG emissions issues or restrict oil and gas operations.
Although we do not expect this version to be issued in its current form, any future rule implementing these mandates under PIPES Act may require operators of pipelines and facilities to make operational changes or modifications at their facilities to meet standards beyond current requirements, which changes or modifications may result in additional capital costs, possible operational delays and increased costs of operation that, in some instances, may be significant.
Any future rule implementing these mandates under PIPES Act may require operators of pipelines and facilities to make operational changes or modifications at their facilities to meet standards beyond current requirements.
Accordingly, we cannot assure that such laws or regulations will not be changed or reinterpreted or that new laws or regulations will not be adopted.
Accordingly, we cannot assure that such laws or regulations will not be changed or reinterpreted or that new laws or regulations will not be adopted. The costs of complying with future laws and regulations may require us to incur materially higher costs.
There can be no assurance that any opposition, appeals or other litigation, which may be entered after the granting of authorization by FERC (as in the existing appeal) or DOE (once it issues the non-FTA authorization), will not be successful or not delay our ability to develop the CP2 Project, the CP3 Project or the Delta Project, any bolt-on expansion to any of our projects we pursue in the future, or any other project we may seek to develop.
There can be no assurance that any opposition, appeals or other litigation, will not be successful or not delay our ability to develop the CP2 Project, or any other future projects or expansions we may seek to develop.
In particular, a putative securities class action complaint naming Venture Global, our directors and and certain of our officers was filed in the U.S.
Further, a putative securities class action complaint naming Venture Global, our directors and certain of our officers and our underwriters, as well as Venture Global Partners II, LLC, was filed in April 2025 and subsequently amended in September and December 2025.
It contends that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and seeks unspecified damages on behalf of the putative class.
Further, four putative shareholder derivative action complaints naming Venture Global, our directors, certain of our officers and certain of our underwriters have been filed contending that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading.
In May 2024, the CEQ published its final “Phase 2” NEPA regulations which include specific direction to account for both climate change and environmental justice effects in NEPA reviews. Such initiatives could affect the demand for, or the availability or cost of, natural gas, which we consume at our terminals, or could increase compliance costs for our operations.
While the ultimate scope and content of GHG emissions and climate-related analysis in NEPA reviews remains uncertain, any future initiatives or proposals to include such considerations could affect the demand for, or the availability or cost of, natural gas, which we consume at our terminals, or could increase compliance costs for our operations.
This rule is the subject of legal challenges pending before the Court of Appeals for the District of Columbia.
This rule is the subject of legal challenges pending before the Court of Appeals for the District of Columbia, as well as, a June 2025 EPA proposal that would repeal it. We cannot predict the outcome of these developments.
We are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. The costs of compliance with integrity management programs and other PHMSA requirements may be difficult to predict.
We are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity.
Public comments on the draft Environmental Impact Statement are due by March 31, 2025, and FERC’s schedule provides for the Final Environmental Impact Statement to be issued by May 9, 2025. We may face additional regulatory risks from time to time as they are based on various factors outside of our control.
As we proceed with our efforts to obtain regulatory approvals for such projects, we may face additional regulatory risks or delays from time to time as they are based on various factors outside of our control.
In addition, in 2024 certain of our former employees filed proceedings, including in Virginia federal court, seeking aggregate damages of approximately $214 million with respect to alleged breaches of certain stock option grant agreements and related matters. We disagree with the assertions in each of these proceedings and are defending ourselves and asserting counterclaims, where applicable.
In addition, between 2023 and 2025 certain of our former employees filed proceedings, including in Virginia federal court, with respect to alleged breaches of certain stock option grant agreements and related matters. See Item Item 3. — Legal Proceedings for additional information. While most of these proceedings have been resolved, certain of these proceedings remain pending.
The construction and operation of any new, modified, or expanded facilities on our pipelines may also require FERC authorization. There can be no assurance that FERC will accept such filings on anticipated terms and timelines, or at all.
We have currently effective tariffs in place for our TransCameron and Gator Express pipelines, and any changes to those tariffs would require FERC approval. The construction and operation of any new, modified, or expanded facilities on our pipelines may also require FERC authorization.
A number of environmental groups have opposed the regulatory approvals necessary for the CP2 Project, as well as the increase in the permitted capacity for the Plaquemines Project. Opposition to our projects from environmental groups and other advocates may increase and strengthen over time.
A number of environmental groups have actively 57 Table of contents opposed the regulatory approvals necessary for our projects, including by pursuing appeals of authorizations we have received for the CP2 Project.
Our real property rights in the sites for our projects or any other natural gas liquefaction and export facilities that we may decide to develop in the future may be adversely affected by the rights of others that are superior to those of the grantors of our real property rights.
We have been and may in the future also be subject to claims for personal injury, or property damage, in connection with the construction or operation of our natural gas liquefaction facilities.
The Company believes these claims, along with the third party statements on which they are based, are without merit and intends to defend itself vigorously. However, there can be no assurance that we will be successful in defending such claims.
We disagree with the assertions in each of these proceedings and are defending ourselves and asserting counterclaims, where applicable. There can be no assurance that we will be successful in defending any remaining claims.
Removed
Item 1. —Business —Governmental Regulation—DOE Export Authorizations , some of our customers under the CP2 Foundation SPAs or we may elect to terminate such SPAs if the related conditions precedent are not satisfied by the applicable deadline.
Added
On May 19, 2025, DOE issued its response to public comments on the 2024 LNG Export Study, concluding with detailed supporting analysis that LNG exports are consistent with the public interest. Since that date, DOE has issued a series of orders authorizing US LNG exports, including certain orders for our projects.
Removed
Such dates certain have passed in two of the CP2 Foundation SPAs and are upcoming in March 2025 in the remaining CP2 Foundation SPAs. Although most customers have agreed to extend their original deadlines until March 2025, we are negotiating extensions with all of the CP2 Foundation SPA customers.
Added
Such implementation authorizations are required to complete the construction and commissioning of the Plaquemines Project and place its facilities into commercial service, and similar authorizations will be needed throughout the construction and commissioning of the CP2 Project. We have other planned projects that have not yet received required authorizations from FERC or DOE.
Removed
There can be no assurance that we will come to an agreement regarding an extension with such customers, and if we do not come to an agreement, either we or such customers may elect to terminate their respective SPA after the applicable grace period.
Added
We have recently filed for, but not yet obtained, authorizations for certain projects such as Plaquemines Expansion Project and our requests to increase the authorized output of the existing Plaquemines Project and the CP2 Project without adding any new facilities. We have not yet made any filings to the FERC or DOE regarding any other future project or any expansions.
Removed
Further, there can be no assurance that we will be able to secure any necessary extensions on similar terms with the CP2 Foundation SPA customers or at all if the future deadlines are not met in the event of further delays or otherwise.
Added
There can be no assurance that regulatory risks or issues from FERC or other regulatory agencies will not interfere with our prevent our plans to develop these additional projects.
Removed
While we could potentially replace any SPAs that are terminated by our customers or us, we may not be able to replace these SPAs on similar or favorable terms, or at all, if they are terminated.
Added
PHMSA has authority to impose administrative fines and penalties for violations of its safety standards, and such violations may also give rise to civil enforcement actions. 59 Table of contents In addition, the costs of compliance with integrity management programs and other PHMSA requirements may be difficult to predict.
Removed
Further, under certain financing agreements, we may be required to maintain in effect (subject to our ability to replace them over a certain period of time that may extend up to 180 days) certain long-term SPAs for a particular project, and any breach of such requirement after the applicable grace period may, unless certain prepayments are made, result in an event of default under such agreements, as well as a cross-default under our other financing agreements for that project or otherwise.
Added
In May 2025, PHMSA issued two Advance Notices of Proposed Rulemaking (“ANPRM”) seeking public comment on updates to its safety regulations for pipelines and LNG facilities aimed at implementing the President’s “Unleashing American Energy” Executive Order.
Removed
As a result, a termination of certain SPAs could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Added
In June 2025, PHMSA issued another ANPRM to solicit stakeholder feedback on whether to repeal or amend any requirements in its pipeline safety regulations to eliminate undue burdens on the identification, development, and use of domestic energy resources and to improve government efficiency. The ultimate impact of those efforts of the Trump Administration remains to be seen.
Removed
Our ability to generate cash under our post-COD SPAs is substantially dependent upon the performance by a limited number of our customers, and we could be materially and adversely affected if certain of these customers fail to perform their contractual obligations for any reason. 45 Table of contents We expect to have a limited number of customers to whom we sell LNG on a post-COD basis.
Added
If safety standards were to become more stringent in the future, it could cause us, like other similarly situated companies, to make changes or modifications at our facilities that may result in additional capital costs, possible operational delays and increased costs of operation that, in some instances, may be significant.
Removed
For example, as of December 31, 2024, we have executed 39.25 mtpa of post-COD SPAs with 20 customers with respect to LNG from our projects, of which 37.45 mtpa is contracted under 20-year fixed price SPAs and 1.8 mtpa is contracted on a short- and medium-term basis.
Added
However, on August 1, 2025, the EPA issued a proposed rule that would rescind these findings.
Removed
For the year ended December 31, 2024, approximately 72% of our revenue for the period from individual external customers was concentrated across three customers. Moreover, for the year ended December 31, 2024, we had one customer which represented approximately 32% of our revenue for that same period.
Added
In March 2025, President Trump signed a measure passed by Congress to repeal the EPA rule implementing the emissions charge. On July 4, 2025, President Trump signed the One Big Beautiful Bill Act, which, among other things, postpones the EPA’s imposition of the emissions charge until 2034.
Removed
The ability of our customers to perform their respective obligations to us will depend on numerous factors that are beyond our control.
Added
The future prospects of the emissions charge remain uncertain. 61 Table of contents The United States Congress has from time to time considered other legislation to restrict or regulate emissions of GHGs.
Removed
Our future results, our ability to service any debt we may incur and our liquidity are substantially dependent upon the performance of these customers under their contracts, and on such customers’ continued willingness and ability to perform their contractual obligations.
Added
Certain initial reporting requirements commenced in 2025, and reporting requirements for importers to demonstrate that imports were produced in accordance with monitoring, reporting and verification standards equivalent to EU requirements will take effect in 2027. EU authorities are in the process of developing rules for importers to demonstrate equivalency under the regulation.
Removed
We are also exposed to the credit risk of any guarantor of the customers’ obligations under their respective agreements if we must seek recourse under a guaranty. Any such credit support may not be sufficient to satisfy the obligations in the event of a counterparty default.
Added
In addition, the U.S. administration has been lobbying the EU to exempt U.S. companies from the regulation until 2035. The ultimate scope of this regulation, including the outcome of lobbying efforts for U.S. exemptions, and the impact on our compliance, reporting and operational costs, and the marketability of our imports, remains uncertain.
Removed
In addition, if a controversy arises under an agreement resulting in a judgment in our favor where the counterparty has limited assets in the United States to satisfy such judgment, we may need to seek to enforce a final U.S. court judgment or arbitral award in a foreign tribunal, which could involve a more lengthy and less certain process and also result in additional costs.
Added
In May 2024, the CEQ published final “Phase 2” NEPA regulations which included specific direction to account for both climate change and environmental justice effects in NEPA reviews. However, these regulations were ultimately rescinded by CEQ in 2025.
Removed
Certain of our existing SPAs limit, and our future SPAs may limit, the liability of the relevant customer or its guarantor (or both).
Added
In May 2025, CEQ also withdraw previous interim guidance intended to assist agencies in their consideration of the effects of GHG emissions and climate change in NEPA review.
Removed
As a result, if a customer fails to perform its obligations under an LNG sales contract (including, for example, by failing to take or pay for the contracted volume of LNG), our ability to recover from that customer or from any guarantor of its obligations would be subject to any agreed upon limitations on liability.

… 747 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

8 edited+325 added−242 removed0 unchanged
Approvals of FERC and DOE as well as several other material governmental and regulatory approvals and permits, are required in order to construct and operate an LNG facility and a natural gas pipeline, and to export the LNG produced at our projects.
Approvals of FERC and DOE under Sections 3 and 7 of the Natural Gas Act, or the NGA, as well as several other material governmental and regulatory approvals and permits, including under the Clean Air Act, or the CAA, and the Clean Water Act, or the CWA, are required in order to construct and operate an LNG facility and a natural gas pipeline, 56 Table of contents and to export the LNG produced at our projects.
Item 1A. —Risk Factors —Risks Relating to Our Business—Our ability to generate proceeds from sales of commissioning cargos is subject to significant uncertainty and volatility in such proceeds, given significant volatility in spot-market prices of this Form 10-K.
Our ability to generate proceeds from sales of commissioning cargos is subject to significant uncertainty and volatility in such proceeds, given significant volatility in spot-market prices.
In addition, our project‑level equity investment subsidiaries for the Calcasieu Project, Calcasieu Holdings and Calcasieu Funding, have issued preferred units for total gross proceeds of $1.3 billion, with an aggregate liquidation preference of approximately $2.2 billion outstanding as of December 31, 2024, some of which require us to make preferential cash distributions to the holders under certain circumstances.
Calcasieu Funding, a subsidiary entity with equity interest in the Calcasieu Project, has issued preferred units for total gross proceeds of $900 million, with an aggregate liquidation preference of approximately $1.7 billion outstanding as of December 31, 2025, some of which require us to make preferential cash distributions to the holders under certain circumstances.
Following COD of the Calcasieu Project, but prior to August 19, 2027, no distributions will be permitted from the Calcasieu Project to VGLNG until any accrued distributions on the Redeemable Preferred Units have been settled in cash.
In particular, following COD of the Calcasieu Project, but prior to August 19, 2027, no distributions from Calcasieu Funding to VGLNG, its indirect parent, are permitted until Calcasieu Funding has redeemed in cash any accrued distributions on its preferred units, which are owned by a third party.
The CP2 Project, the CP3 Project, the Delta Project and the potential bolt-on expansion for the Plaquemines Project remain subject to the application for and/or receipt of several material federal, state and local governmental and regulatory approvals and permits.
Certain of our projects remain subject to the application for and/or receipt of several material federal, state and local governmental and regulatory approvals and permits, as described further under Item 1.— Business — Governmental Regulation of this Form 10-K.
We continue to monitor our operations and address challenges as they arise. For the risk factors related to our business, see Item 1.— Business and Item 1A.— Risk Factor s on this Form 10-K. Regulatory The design, construction and operation of our projects, as well as the export of LNG and the transportation of natural gas, are highly regulated activities.
The design, construction and operation of the facilities constituting our projects, as well as the export of LNG and the transportation of natural gas, are highly regulated activities.
See additional discussion in Item 8 — Financial Statements and Supplementary Data —Note 25 – Subsequent Events of this Form 10-K for further information. As of December 31, 2024, our subsidiaries had approximately $29.6 billion in outstanding debt, which consisted of $11.1 billion of debt incurred or guaranteed by VGLNG and approximately $18.5 billion in project-level debt financing.
Risks Relating to Our Indebtedness and Financing Our subsidiaries have incurred a significant amount of debt and issued a significant amount of preferred equity, which could adversely affect our financial condition. 49 Table of contents As of December 31, 2025, our subsidiaries had approximately $34.8 billion in outstanding debt, which consisted of $11.1 billion of debt incurred or guaranteed by VGLNG and approximately $23.7 billion in project-level debt financing.
We intend to finance the construction and development of the CP2 Project, the CP3 Project, the Delta Project, and any bolt-on expansions or future LNG projects as well as the related owners’ costs through one or more sources of debt and equity financing.
We expect to incur significant additional debt and equity financing to fund the development, construction and completion of the CP2 Project, any potential bolt-on expansions and any other natural gas liquefaction and export facilities, or other projects, that we may decide to develop in the future.
Removed
Historical proceeds from such sales at the Calcasieu Project, which has had an extended commissioning period due to unanticipated challenges with equipment reliability that we are in the process of remediating, may not be indicative of the duration of the commissioning period or the amount of proceeds for any future period or for any of our other projects including bolt-on expansions thereof. 115 Table of contents Results of Operations Year Ended December 31, 2024 compared to Year Ended December 31, 2023 The following table shows a summary of our results of operations for the periods indicated: Years ended December 31, Change 2024 2023 ($) (%) REVENUE $ 4,972 $ 7,897 $ (2,925) (37) % OPERATING EXPENSE Cost of sales (exclusive of depreciation and amortization shown separately below) 1,351 1,684 (333) (20) % Operating and maintenance expense 589 391 198 51 % General and administrative expense 312 224 88 39 % Development expense 635 490 145 30 % Depreciation and amortization 322 277 45 16 % Insurance recoveries, net — (19) 19 (100) % Total operating expense 3,209 3,047 162 5 % INCOME FROM OPERATIONS 1,763 4,850 (3,087) (64) % OTHER INCOME (EXPENSE) Interest income 244 172 72 42 % Interest expense, net (584) (641) 57 (9) % Gain on interest rate swaps 774 174 600 NM Loss on financing transactions (14) (123) 109 (89) % Total other income (expense) 420 (418) 838 (200) % INCOME BEFORE INCOME TAX EXPENSE 2,183 4,432 (2,249) (51) % Income tax expense 437 816 (379) (46) % NET INCOME $ 1,746 $ 3,616 $ (1,870) (52) % Less: Net income attributable to redeemable stock of subsidiary 144 130 14 11 % Less: Net income attributable to non-controlling interests 59 805 (746) (93) % Less: Dividends on VGLNG Series A Preferred Shares 68 — 68 NM NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 1,475 $ 2,681 $ (1,206) (45) % ____________ NM Percentage not meaningful.
Added
ITEM 1A. RISK FACTORS You should carefully consider the risks and uncertainties described below, together with all other information contained in this Form 10-K, including those discussed in I t em 7.— Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.
Removed
Revenue Revenue was $5.0 billion for the year ended December 31, 2024, a $2.9 billion, or 37%, decrease from $7.9 billion during the year ended December 31, 2023.
Added
If any of the following risks were to occur, our business, financial condition, results of operations and cash flow could be materially adversely affected. The following risks are not the only ones facing our company. Additional risks and uncertainties not currently known to us, or that we currently deem immaterial, may also impair or adversely affect us.
Removed
This decrease was primarily due to lower LNG sales prices for the sale of commissioning cargos of $2.8 billion and lower LNG sales volumes of $139 million. 116 Table of contents Operating Expense Cost of Sales Cost of sales was $1.4 billion for the year ended December 31, 2024, a $333 million, or 20%, decrease from $1.7 billion during the year ended December 31, 2023.
Added
Risks Relating to Our Business Our ability to maintain profitability and positive operating cash flows is subject to significant uncertainty. We will continue to incur significant capital and operating expenditures while we develop, construct, and commission our projects.
Removed
This decrease was primarily due to the combined impact of a decrease in the net cost of natural gas and improved plant efficiency of $311 million and a decrease in LNG sales volumes of $22 million.
Added
Our ability to maintain profitability and positive operating cash flows is primarily dependent on our ability to generate proceeds, and in turn net profits and operating cash flows, through the sale of LNG commissioning cargos, the sale of excess LNG that is produced above the nameplate capacity of our LNG projects, and, after COD occurs for a given project, through the sale of LNG pursuant to our post-COD SPAs, as well as our ability to monetize our other assets (such as pipelines, LNG tankers and downstream regasification capacity).
Removed
Operating and Maintenance Expense Operating and maintenance expense was $589 million for the year ended December 31, 2024, a $198 million, or 51%, increase from $391 million during the year ended December 31, 2023.
Added
For our projects that have yet to achieve COD, our ability to sell LNG commissioning cargos depends on our ability to successfully market, produce, load and, in some cases, deliver commissioning cargos during the commissioning of our projects prior to achieving COD.
Removed
This increase was primarily due to $67 million higher operating costs at the Calcasieu Project to support ongoing commissioning and remediation work and higher legal costs of $49 million, a $48 million increase in operating costs for our LNG tankers with no corresponding costs in 2023, and $14 million in higher operating costs for the Plaquemines Project mainly resulting from an increase in asset retirement obligation, or ARO, accretion.
Added
Although we have generated proceeds from the sales of commissioning cargos at the Calcasieu Project from first quarter of 2022 until COD was achieved in April 2025, and also at the Plaquemines Project since January 2025, such sales of commissioning cargos are limited in duration, and subject to a number of material uncertainties and risks.
Removed
General and Administrative Expense General and administrative expense was $312 million for the year ended December 31, 2024, a $88 million, or 39%, increase from $224 million during the year ended December 31, 2023.
Added
We are obligated to cease sales of commissioning cargos once the relevant COD occurs.
Removed
This increase was primarily due to higher personnel costs of $43 million due to an increase in employee headcount, increases in promotional activities of $10 million, and increases in external services of $6 million.
Added
The duration of the commissioning period at the Calcasieu Project, which was extended by a force majeure event, and the amount of proceeds we generated from the sales of commissioning cargos from the Calcasieu Project and also from the Plaquemines Project, may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any of our projects or expansions thereof for any future period.
Removed
Development Expense Development expense was $635 million for the year ended December 31, 2024, a $145 million, or 30%, increase from $490 million during the year ended December 31, 2023.
Added
See —Our ability to generate proceeds from sales of commissioning cargos is subject to significant uncertainty and volatility in such proceeds, given significant volatility in spot-market prices and —Historical proceeds from commissioning cargo sales at the Calcasieu Project, which had an extended commissioning period due to unanticipated challenges with equipment reliability and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any of our other projects or expansions thereof.
Removed
This increase was primarily due to higher development costs of $91 million for engineering and environmental services related to the CP2 Project and $32 million related to pipeline projects and higher lease costs of $33 million, partially offset by a decrease of $36 million in legal costs related to construction contractor disputes at the Calcasieu Project.
Added
Our ability to generate sales of LNG at each project or expansion thereof following COD, depends on our ability to successfully commence and maintain deliveries under our post-COD SPAs for such project or expansion, and also on our ability to produce and sell LNG in excess of the nameplate capacity of such project or expansion.
Removed
Depreciation and Amortization Depreciation and amortization was $322 million for the year ended December 31, 2024, a $45 million, or 16%, increase from $277 million during the year ended December 31, 2023.
Added
We will not generate any revenues or operating cash flow under our post-COD SPAs, or from sales to third parties of excess LNG that is produced above the nameplate capacity of our LNG projects, until we have achieved COD for the relevant project.
Removed
This increase was primarily attributable to placing $11.4 billion of property, plant and equipment at the Plaquemines Project in service from an accounting perspective in December 2024 and the acquisition of two LNG tankers.
Added
In addition, such revenues may be subject to increased volatility when compared to our long term post-COD SPAs if we choose to enter into any shorter term SPAs or if we choose to sell any LNG in excess of the nameplate capacity of our projects on a spot or short term basis.
Removed
Insurance Recoveries, Net Insurance recoveries, net were $19 million for the year ended December 31, 2023, due to the recognition of our portion of insurance claims received in connection with Hurricane Laura. There was no similar activity during the year ended December 31, 2024.
Added
There is no guarantee that we will achieve COD for any of our projects or expansions thereof, within the anticipated timeframes or at all, including as a result of risks described elsewhere in these "Risk Factors", including —Risks Relating to Regulation and Litigation—We may fail to receive the required approvals and permits from governmental and regulatory agencies for our projects.
Removed
Income from Operations Income from operations was $1.8 billion for the year ended December 31, 2024, a $3.1 billion, or 64%, decrease from $4.9 billion during the year ended December 31, 2023. This decrease was primarily the result of lower revenue, partially offset by lower cost of sales, from the sale of LNG, as discussed above.
Added
As a result, there can be no assurance as to when we will commence deliveries under our post-COD SPAs, and therefore when, if at all, we will commence generating revenues and operating cash flows from our post-COD SPAs or from the sale of LNG produced in excess of nameplate capacity, if any, for our projects that have not yet achieved COD including any expansions thereof. 33 Table of contents In addition to our post-COD SPAs, we have also entered into certain Firm-start SPAs.
Removed
In addition, there were increases in operating and maintenance expense, development expense, general and administrative expense, and depreciation and amortization, as discussed above.
Added
Our ability to satisfy our obligations under such Firm-start SPAs following the applicable firm start dates will depend in part on our ability to produce sufficient LNG cargos, either before or after COD, or in excess of nameplate capacity.
Removed
Other Income or Expense 117 Table of contents Interest Income Interest income was $244 million during the year ended December 31, 2024, a $72 million, or 42%, increase from $172 million during the year ended December 31, 2023.
Added
While we expect to produce sufficient LNG volumes prior to the start date of each Firm-start SPA, there can be no assurance that our projects or bolt-on expansions will not be delayed, in which case we may not produce sufficient LNG to meet our obligations under the relevant Firm-start SPAs.
Removed
This increase was primarily due to higher average cash balances and interest rates during the year ended December 31, 2024, compared to the same period in 2023. Interest Expense, Net Interest expense, net was $584 million during the year ended December 31, 2024, a $57 million, or 9%, decrease from $641 million during the year ended December 31, 2023.
Added
Further, there can be no assurance that we will be able to produce excess LNG above the nameplate capacity of the facilities at our projects, either at our target level of excess LNG production or at all, nor, even if such excess LNG is produced, that we will be able to resell all of it to third party customers.
Removed
This decrease was primarily due to lower commitment fees of $34 million, primarily at the Plaquemines Project, and higher capitalizable interest costs of $15 million. Gain on Interest Rate Swaps Gain on interest rate swaps was $774 million for the year ended December 31, 2024, a $600 million increase from $174 million during the year ended December 31, 2023.
Added
Our ability to monetize our other assets, including our pipelines, LNG tankers and regasification facility capacity depends on a variety of factors, including but not limited to market conditions in the natural gas and LNG industries, required regulatory and governmental approvals, and our ability to successfully market, produce, load and deliver commissioning cargos during the commissioning of our projects prior to achieving COD and our ability to generate sales of LNG following COD at our projects.
Removed
This increase was primarily due to an increase in the gain on the Plaquemines Project interest rate swaps of $572 million, driven by favorable changes in the forward interest rate curves over higher notional amounts, and a favorable change on the Calcasieu Project interest rate swaps of $30 million, driven by favorable changes in the forward interest rate curves over lower notional amounts.
Added
Specifically, our ability to construct and successfully monetize our interstate and intrastate pipelines will depend, among other factors, on worldwide demand for LNG, as well as on our obtaining the necessary regulatory approvals for our projects currently under development.
Removed
Loss on Financing Transactions Loss on financing transactions was $14 million for the year ended December 31, 2024, a $109 million, or 89%, decrease from $123 million during the year ended December 31, 2023.
Added
Additionally, while we expect several of our LNG tankers to service our single DPU post-COD SPA, our ability to monetize the remainder of our LNG tanker fleet will depend on the demand from LNG customers or, potentially, other charterers, as well as that from any future SPAs we may enter into where LNG is sold on a delivered basis, for the services of such LNG tankers.
Removed
This decrease was primarily due to the write-off of debt issuance costs associated with the full prepayment of the Plaquemines Equity Bridge Facility during the year ended December 31, 2024, as compared to the write-off of debt issuance costs associated with the prepayment of a term loan at VGLNG, and the partial prepayments of both the Plaquemines Equity Bridge Facility and the Calcasieu Pass Credit Facilities during the year ended December 31, 2023.
Added
As a result, there is significant uncertainty about our ability to maintain profitability and positive operating cash flows. We have only a limited track record and historical financial information, and there is no assurance that our business will be successful over the long term.
Removed
Income before Income Tax Expense Income before income tax expense was $2.2 billion for the year ended December 31, 2024, a $2.2 billion, or 51%, decrease from $4.4 billion during the year ended December 31, 2023.
Added
We first generated proceeds from sales of commissioning cargos at the Calcasieu Project only in the first quarter of 2022, and prior to that we incurred significant losses from operations and negative cash flows from operations.
Removed
This decrease was primarily the result of the decrease in our income from operations partially offset by an increase in our gain on interest rate swaps, as discussed above.
Added
In addition, as of December 31, 2025, a significant portion of the proceeds we have generated were from sales of commissioning cargos from the Calcasieu Project and the Plaquemines Project, and may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any future period or for any of our other projects or expansions thereof, or of our future results of operations more generally.
Removed
Income Tax Expense Income tax expense was $437 million for the year ended December 31, 2024, a $379 million, or 46%, decrease from $816 million during the year ended December 31, 2023, primarily driven by a decrease in pre-tax income.
Added
Our limited operating history may limit your ability to evaluate our prospects because of our limited historical financial data, our unproven ability to maintain or increase our profitability and our positive cash flows and our limited experience in addressing issues that may affect our ability to manage the construction, operation or maintenance of liquefaction facilities and related assets.
Removed
Our effective tax rate was 20.0% for the year ended December 31, 2024, as compared to 18.4% for the year ended December 31, 2023. The 2024 effective tax rate was lower than the statutory income tax rate due to a combination of factors including, research and development tax credits, guaranteed payments to non-controlling interests, and non-deductible expenses.
Added
We face all of the risks commonly encountered by other growing businesses, including competition and the need for additional capital and personnel. As a result, any assessment you make about our current business and any predictions you make about our future success or viability may not be accurate.
Removed
Net Income Net income was $1.7 billion for the year ended December 31, 2024, a $1.9 billion, or 52%, decrease from $3.6 billion during the year ended December 31, 2023.
Added
There is no assurance that our business will be successful over the long term.
Removed
This decrease was primarily the result of a decrease in income from operations due to lower revenue earned from the sale of LNG, partially offset by lower cost of sales, partially offset by an increase in gain on derivatives and a decrease in income tax expense, as discussed above. 118 Table of contents Net Income Attributable to Redeemable Stock of Subsidiary Net income attributable to redeemable stock of subsidiary was $144 million for the year ended December 31, 2024, a $14 million, or 11%, increase from $130 million during the year ended December 31, 2023.
Added
Historical proceeds from commissioning cargo sales at the Calcasieu Project, which had an extended commissioning period due to unanticipated challenges with equipment reliability and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any of our other projects or expansions thereof. 34 Table of contents The duration of the commissioning period and our ability to generate proceeds from the sale of commissioning cargos during such period is subject to significant risks and uncertainties relating to the development, construction and commissioning of our projects as discussed in these “Risk Factors.” In particular, it is both our intention and our obligation, under our post-COD SPAs, to undertake the construction of and complete our projects or phases thereof in a reasonable and prudent manner, which, depending on the circumstances, could extend or shorten the commissioning period for such projects or phases thereof during which we are able to generate such proceeds.
Removed
This increase was from 2024 paid-in-kind distributions on the Redeemable Preferred Units. Net Income Attributable to Non-controlling Interests Net income attributable to non-controlling interests was $59 million for the year ended December 31, 2024, a $746 million, or 93%, decrease from $805 million during the year ended December 31, 2023.
Added
Further, certain delays in the development of or construction of our projects and any issues with the construction of our projects could delay or otherwise adversely impact our ability to generate such proceeds during the commissioning of the relevant projects.
Removed
This decrease was primarily due to the 2023 repurchase of VGLNG common stock by VGLNG and the 2023 Reorganization Transactions resulting in no non-controlling interest at the VGLNG level after September 30, 2023. Dividends on VGLNG Series A Preferred Shares Dividends on VGLNG Series A Preferred Shares were $68 million for the year ended December 31, 2024.
Added
At any of our projects or phases thereof, if the commissioning of certain equipment or integrated facilities is delayed or if COD occurs earlier than expected, the duration of time when we are able to generate proceeds from the sale of commissioning cargos may be shortened, which could adversely impact the volume of LNG produced during commissioning and our ability to generate proceeds from the sale of commissioning cargos.
Removed
This increase was due to the September 2024 issuance of the VGLNG Series A Preferred Shares and the corresponding accumulated but undeclared dividends. There was no similar activity during the year ended December 31, 2023.
Added
Historical proceeds from the sale of commissioning cargos at the Calcasieu Project, which had an extended commissioning period due to unanticipated challenges with equipment reliability before COD occurred in April 2025, may not be indicative of the duration of the commissioning period or the amount of proceeds for any of our other projects or expansions.
Removed
Net Income Attributable to Common Stockholders Net income attributable to common stockholders was $1.5 billion for the year ended December 31, 2024, a $1.2 billion, or 45%, decrease from $2.7 billion during the year ended December 31, 2023.
Added
Although we have included targeted COD dates for certain of our projects and phases thereof, there can be no assurance that COD will not occur earlier or later than such targets.
Removed
This decrease was primarily resulting from the changes discussed above. 119 Table of contents Results of Operations Year Ended December 31, 2023 compared to Year Ended December 31, 2022 The following table shows a summary of our results of operations for the periods indicated: Years ended December 31, Change 2023 2022 ($) (%) REVENUE $ 7,897 $ 6,448 $ 1,449 22 % OPERATING EXPENSE Cost of sales (exclusive of depreciation and amortization shown separately below) 1,684 2,093 (409) (20) % Operating and maintenance expense 391 140 251 179 % General and administrative expense 224 191 33 17 % Development expense 490 311 179 58 % Depreciation and amortization 277 158 119 75 % Insurance recoveries, net (19) — (19) NM Total operating expense 3,047 2,893 154 5 % INCOME FROM OPERATIONS 4,850 3,555 1,295 36 % OTHER INCOME (EXPENSE) Interest income 172 18 154 NM Interest expense, net (641) (592) (49) 8 % Gain on interest rate swaps 174 1,212 (1,038) (86) % Loss on embedded derivatives — (14) 14 NM Loss on financing transactions (123) (635) 512 (81) % Total other expense (418) (11) (407) NM INCOME BEFORE INCOME TAX EXPENSE 4,432 3,544 888 25 % Income tax expense 816 447 369 83 % NET INCOME $ 3,616 $ 3,097 $ 519 17 % Less: Net income attributable to redeemable stock of subsidiary 130 118 12 10 % Less: Net income attributable to non-controlling interests 805 1,121 (316) (28) % NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 2,681 $ 1,858 $ 823 44 % ____________ NM Percentage not meaningful.
Added
If COD occurs earlier than expected for a particular project or phase thereof, it would adversely impact our ability to generate proceeds from the sale of commissioning cargos, which, subject to market conditions, may otherwise be more valuable than the revenues earned under our post-COD SPAs.
Removed
Revenue Revenue was $7.9 billion for the year ended December 31, 2023, a $1.4 billion, or 22%, increase from $6.4 billion during the year ended December 31, 2022. This increase was primarily due to $7.1 billion from higher LNG sales volumes, partially offset by a decrease of $5.8 billion due to lower pricing.
Added
A key element of our business strategy is to generate proceeds from the sale of LNG at our projects during the construction and commissioning phases of our projects, prior to the relevant project achieving COD.
Removed
The Calcasieu Project facility assets were in service from an accounting perspective and generating revenue for the entire year ended December 31, 2023, as compared to being placed in service from an accounting perspective on a sequential basis between April and August 2022, and therefore generating revenue for only a portion of the year ended December 31, 2022.
Added
In addition to the duration of the commissioning period, our ability to generate such proceeds depends on our ability to negotiate sales during the construction and commissioning phases of each project.
Removed
The proceeds attributable to test LNG sales generated prior to the Calcasieu Project facilities being in service from an accounting perspective, and therefore recognized as construction in progress and not as revenue, were $1.8 billion for the year ended December 31, 2022. 120 Table of contents Operating Expense Cost of Sales Cost of sales was $1.7 billion for the year ended December 31, 2023, a $409 million, or 20%, decrease from $2.1 billion during the year ended December 31, 2022.
Added
There is no assurance that we will be able to continue to successfully negotiate sales of such commissioning cargos on terms that are acceptable to us, or that we will be able to successfully market, produce, load and deliver such commissioning cargos from our projects in the future.
Removed
This decrease was due to $2.8 billion from lower natural gas prices and higher efficiency, partially offset by an increase of $2.4 billion from higher LNG sales volumes.
Added
In addition, because commissioning cargos are not sold under post-COD SPAs and are instead sold on varying terms, including in some instances on a forward basis, proceeds from such commissioning cargos may vary significantly depending on, among other factors, prices and market conditions in the international LNG markets, global LNG freight rates, and the timing of when a contract for sale is executed.

… 495 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed14 unchanged
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management Cybersecurity risk management is a critical priority for our Company, and we recognize the increasing sophistication and prevalence of cyber threats globally. We face ongoing risks related to cyber-attacks, data breaches, and system disruptions, which could materially impact our operations, financial results, and reputation.
ITEM 1C. CYBERSECURITY 96 Table of contents Cybersecurity Risk Management Cybersecurity risk management is a critical priority for our Company, and we recognize the increasing sophistication and prevalence of cyber threats globally. We face ongoing risks related to cyber-attacks, data breaches, and system disruptions, which could materially impact our operations, financial results, and reputation.
Notably, the CIO also serves as our Chief Information Security Officer and is supported by a cybersecurity team with many years of experience led by a Vice President of Cybersecurity. 106 Table of contents Management, including the Chief Financial Officer and CIO, will update the audit committee on our cybersecurity programs, material cybersecurity risks, program assessments and mitigation strategies.
Notably, the CIO also serves as our Chief Information Security Officer and is supported by a cybersecurity team with many years of experience led by a Vice President of Cybersecurity. Management, including the Chief Financial Officer and CIO, will update the audit committee on our cybersecurity programs, material cybersecurity risks, program assessments and mitigation strategies.
The CIO will provide periodic cybersecurity reports that cover these topics and industry developments. Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
The CIO will provide periodic cybersecurity reports that cover these topics and industry developments. 97 Table of contents Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

Item 2. Properties

Properties — owned and leased real estate

4 edited+40 added−5 removed0 unchanged
ITEM 2. PROPERTIES In the aggregate, as of December 31, 2024, we owned, leased or had an option to lease or purchase nearly 6,100 acres of land on the United States Gulf Coast, upon which we are developing our liquefaction and export projects.
ITEM 2. PROPERTIES In the aggregate, as of December 31, 2025, we owned, leased or had an option to lease or purchase over 6,900 acres of land on the United States Gulf Coast, upon which we are developing our liquefaction and export projects.
We also have lease option agreements to lease up to an additional approximately 1,100 acres of adjacent land that can be used for the potential bolt-on expansion for the Plaquemines Project and Delta Project under substantially similar terms as our existing lease for the Plaquemines Project.
We also entered into lease option agreements for approximately 1,100 acres of adjacent land that can be used for the Plaquemines Expansion Project, under substantially similar terms as our existing leases for the Plaquemines Project.
We also entered into a 30-year lease with the Plaquemines Port Harbor and Terminal District, covering the 630 acres of land on which the Plaquemines Project is located. This lease may be extended at our option for up to four additional 10-year terms, up to 70 years in the aggregate.
For each of our Calcasieu, Plaquemines, CP2, and CP3 projects, we entered into various 30-year leases, which may be extended at our option for up to four additional 10-year terms, up to 70 years in the aggregate.
These office leases expire or become subject to renewal clauses at various dates.
In addition, we lease office space in Houston, TX; Singapore; London, England; and Tokyo, Japan. These office leases expire or become subject to renewal clauses at various dates. ITEM 3.
Removed
For the Calcasieu Project, we entered into ground leases with various landowners in Cameron Parish, Louisiana, for up to 70 years. These ground leases cover approximately 432 acres of land for an initial term of 30 years, with four 10-year extensions exercisable at our option.
Added
Our Calcasieu project benefits from leases covering approximately 430 acres of land for our project site, and approximately 230 additional acres of ancillary land supporting the project. Our Plaquemines Project benefits from leases covering approximately 630 acres of land for our project site, and approximately 1,820 additional acres of ancillary land supporting the project.
Removed
The Calcasieu Project site also benefits from eight separate material offloading sites that are situated on the east side of the Calcasieu Ship Channel, have access to the primary access road to the project site and are adjacent to the Calcasieu Project and the CP2 Project sites.
Added
Our CP2 project benefits from leases covering approximately 1,300 acres of land for our project site, and approximately 570 additional acres of ancillary land supporting the project. Finally, our CP3 project benefits from leases covering approximately 840 acres of land for our CP3 project site.
Removed
They range from approximately three to ten acres, and we are using these offloading sites to offload equipment and building materials during construction. These offloading sites are held under ground leases by one of our subsidiaries and we have access to these sites under access license agreements with that subsidiary.
Added
In addition, we also own and lease various surface site locations in support of the construction and development of interstate and intrastate pipelines to deliver natural gas into our LNG facilities. We own the office space in Arlington, VA where our principal executive offices are located.
Removed
We entered into various 30-year leases covering approximately 1,130 acres of land on which the CP2 Project will be located or adjacent to. We acquired fee ownership to approximately 27 acres of the project site in 2024. We also entered into a 30-year lease covering 840 acres of land for the CP3 Project.
Added
LEGAL PROCEEDINGS We are involved, and in the future may become involved, in various claims, lawsuits, administrative, regulatory and other proceedings incidental to the ordinary course of our business from time to time. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters.
Removed
This lease may be extended at our option for up to four additional 10-year terms, up to 70 years in the aggregate. We own the office space in Arlington, VA where our principal executive offices are located. In addition, we lease office space in Houston, TX; Singapore; London, England; and Tokyo, Japan.
Added
We are required to assess the likelihood of any adverse judgments or outcomes related to these legal contingencies, as well as potential ranges of probable or reasonably possible losses. We accrue for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Added
The determination of the amount of any losses to be recorded or disclosed as a result of these contingencies is based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel.
Added
There can be no assurance that any accrued liabilities will be adequate to cover all existing and future claims or that we will have the liquidity to pay such claims as they arise. Securities Litigation On February 17, 2025, a putative securities class action complaint naming Venture Global, our directors and certain of our officers was filed in the U.S.
Added
District Court for the Southern District of New York. The complaint asserts claims under Sections 11 and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO.
Added
It contends that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and seeks 98 Table of contents unspecified damages on behalf of the putative class. The complaint was voluntarily dismissed with prejudice on April 24, 2025.
Added
Further, on April 15, 2025, a putative securities class action complaint naming Venture Global, our directors and certain of our officers and our underwriters, as well as Venture Global Partners II, LLC, was filed in the U.S. District Court for the Eastern District of Virginia and was subsequently transferred to the Southern District of New York.
Added
The complaint, as subsequently amended on September 15, 2025 and December 5, 2025, asserts claims under Sections 11, 12, and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO.
Added
It contends that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and seeks unspecified damages on behalf of the putative class. The Company believes these claims are without merit and intends to defend itself vigorously.
Added
On January 28, 2026, we filed a motion to dismiss the amended securities class action complaint. Further, on May 7, 2025, a putative shareholder derivative action complaint naming Venture Global, our directors, certain of our officers and certain of our underwriters was filed in the U.S.
Added
District Court for the Eastern District of Virginia and was subsequently transferred to the Southern District of New York. The complaint contends that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading.
Added
The complaint asserts breaches of fiduciary duties, gross mismanagement, waste of corporate assets, unjust enrichment, and aiding and abetting, and seeks unspecified damages for such breaches. Three additional putative shareholder derivative action complaints naming Venture Global, our directors, certain of our officers and certain of our underwriters, were filed in the U.S.
Added
District Court for the Southern District of New York on June 10, 2025, June 27, 2025 and June 30, 2025, respectively. Each of these three complaints contains substantially similar allegations to those described above.
Added
All four shareholder derivative action complaints have been stayed pending resolution of our motion to dismiss the amended securities class action complaint that was filed on January 28 2026. The Company believes all of the foregoing claims are without merit and intends to defend itself vigorously.
Added
Arbitration Proceedings In May 2023, Shell NA LNG LLC (“Shell”) submitted a request for arbitration to the ICC, in accordance with the dispute resolution procedures of its post-COD SPA, asserting, among other claims, that the Calcasieu Project was delayed in achieving COD under the relevant post-COD SPA.
Added
On August 12, 2025, the ICC issued a partial final award in the Shell arbitration proceeding. Pursuant to the award, it was determined that VGCP had not breached its obligations under the post-COD SPA relating to the Calcasieu Project with Shell and, consequently, the tribunal determined that VGCP had no liability to Shell for its claims under the arbitration proceedings.
Added
Among other remedies, Shell was seeking damages of approximately $1.7 billion. On November 11, 2025, the ICC issued a final award requiring Shell to pay certain attorneys’ fees and costs to VGCP. On November 10, 2025, Shell filed a petition with the New York Supreme Court, Commercial Division, seeking to vacate the arbitral award.
Added
The proceedings to consider Shell’s petition are pending. In May 2023, one additional long-term customer of the Calcasieu Project submitted a request for arbitration to the London Court of International Arbitration, in accordance with the dispute resolution procedures of its post-COD SPA, asserting, among other claims, that the Calcasieu Project is delayed in achieving COD under the post-COD SPA.
Added
The remedies sought by such long-term customer include damages of approximately $1.5 billion (which is potentially subject to increase with the passage of time), rather than the termination of the post-COD SPA. The hearing for such arbitration proceeding occurred in October 2024 and an award is anticipated in 2026.
Added
In August 2023, one additional long-term customer of the Calcasieu Project submitted a request for arbitration to the ICC in accordance with the dispute resolution procedures of its post-COD SPA, asserting, among other claims, that the Calcasieu Project is delayed in achieving COD under the relevant post-COD SPA.
Added
Additionally, this customer has disputed that the delay to COD constitutes a force majeure event in the context of their arbitration proceedings. The customer is currently seeking remedies in excess of $400 million.
Added
The hearing for this arbitration proceeding took place in June 2025 and an award is anticipated in 2026. 99 Table of contents In March 2024, a mid-term customer of the Calcasieu Project submitted a request for arbitration to the ICC in accordance with the dispute resolution procedures of the post-COD SPA between us and that customer.
Added
On September 2, 2025, VGCP entered into a settlement agreement in respect of previously disclosed arbitration proceedings with another customer regarding its post-COD SPA relating to the Calcasieu Project. Among other remedies, this customer was seeking damages of approximately $200 million. The settlement resolved the arbitration in its entirety and had no material impact on Venture Global.
Added
On October 8, 2025, the ICC informed VGCP that a partial final award had been issued in the previously disclosed arbitration proceedings with BP regarding LNG sales from the Calcasieu Project under the post-COD SPA entered into by VGCP and BP.
Added
The award issued by the arbitration tribunal found that VGCP had breached its obligations to declare COD of the Calcasieu Project in a timely manner and act as a “Reasonable and Prudent Operator” pursuant to the post-COD SPA, along with certain other obligations.
Added
Remedies were not addressed in the partial final award and will be determined in a separate damages hearing, which has not been scheduled but is anticipated to occur in 2026 or 2027. A final award is expected to be issued following the damages portion of the hearing.
Added
Based on the terms of the award, the Company does not anticipate that the final award will be subject to the seller aggregate liability limitation in the BP post-COD SPA. The remedies sought by BP include damages ranging from $3.7 billion to potentially in excess of $6.0 billion, as well as interest, costs and attorneys’ fees.
Added
We believe BP’s theory and calculations of damages are without merit and that the magnitude of damages sought by BP is not recoverable under the express terms of the post-COD SPA, which include express limits on the tribunal’s jurisdictional authority, although there can be no assurance as to the outcome of the damages portion of the hearing.
Added
In August 2023, Repsol LNG Holding, S.A. (“Repsol”) submitted a request for arbitration to the ICC in accordance with the dispute-resolution procedures of its post-COD SPA, asserting, among other claims, that the Calcasieu Project was delayed in achieving COD under the relevant post-COD SPA.
Added
Additionally, Repsol disputed that the delay to COD constitutes a force majeure event in the context of the arbitration proceedings. Among other remedies, Repsol sought damages in excess of $400 million. On January 15, 2026, the ICC issued a final award in that proceeding.
Added
Pursuant to the award, it was determined that VGCP had not breached its obligations under the post-COD SPA relating to the Calcasieu Project with Repsol and, consequently, the tribunal denied all of Repsol's claims in full. The award also required Repsol to pay certain attorneys’ fees and arbitration costs to VGCP.
Added
In December 2023, one additional long-term customer of the Calcasieu Project submitted a request for arbitration to the ICC in accordance with the dispute resolution procedures of the post-COD SPA between us and that customer, asserting, among other claims, that the Calcasieu Project was delayed in achieving COD under the relevant post-COD SPA.
Added
The remedies sought by this customer include damages in excess of $2.0 billion. We disagree with the assertions and legal claims in each of the ongoing requests for arbitration and the legal proceedings seeking to vacate one such arbitral award, and the Calcasieu Project is defending the remaining arbitration proceedings and such legal proceedings.
Added
We believe that any damages award in such arbitration proceedings should be subject to the relevant seller aggregate liability cap under the relevant post-COD SPA (other than in in the case of the arbitration award relating to the BP post-COD SPA), which aggregate to $595 million across the relevant post-COD SPAs.
Added
However, these customers are also disputing whether the liability limitations in the Calcasieu Project's post-COD SPAs are applicable, and therefore are claiming damages, including amounts in excess of the liability limitations.
Added
If the Calcasieu Project is unsuccessful in defending against these claims, the amounts it could be required to pay could be substantial, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects, as well as the trading price of our Class A common stock.
Added
Other Matters Certain of our former employees have filed proceedings, including in Virginia federal court, seeking aggregate damages ranging between $181 million and $280 million in the aggregate with respect to alleged breaches of certain stock option grant agreements and related matters. 100 Table of contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+450 added−12 removed0 unchanged
See Item 1A.— Risk Factors — Risks Relating to Regulation and Litigation — We are involved and may in the future become involved in disputes and legal proceedings and Item 1A.— Risk Factors — Risks Relating to Regulation and Litigation — If we are unsuccessful in any current or potential future arbitration proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project of this Form 10-K .
See —Risks Relating to Regulation and Litigation—We are involved, and may in the future become involved, in disputes and legal proceedings and —Risks Relating to Regulation and Litigation—If we are unsuccessful in any current or potential future legal proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project and adversely impact the trading price of our Class A common stock.
If the Calcasieu Project is unsuccessful in defending against certain claims by our post-COD SPA customers for the Calcasieu Project described above, the amounts it could be required to pay could be substantial, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
If the Calcasieu Project is unsuccessful in defending against any of these ongoing claims, the amounts it could be required to pay could be substantial, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects, and contribute to increased volatility in the value of our Class A Common Stock.
See Item 1A.— Risk Factors — Risks Relating to Regulation and Litigation — We are involved and may in the future become involved in disputes and legal proceedings of this Form 10-K .
For example, several putative class actions have been filed against us in connection with the IPO. See —Risk Factors—Risks Relating to Regulation and Litigation—We are involved, and may in the future become involved, in disputes and legal proceedings. We could incur substantial costs defending the class action and any other lawsuit our stockholders may bring against us.
Removed
ITEM 3. LEGAL PROCEEDINGS We are involved, and in the future may become involved, in various claims, lawsuits, and other proceedings incidental to the ordinary course of our business from time to time. For example, the Calcasieu Project is currently in arbitration proceedings with seven SPA customers for the Calcasieu Project.
Added
Item 3. — Legal Proceedings . Certain of such claims have been denied or settled, but a number of such claims remain ongoing and in one instance the customer whose claim was denied in arbitration has filed a petition with the New York Supreme Court seeking to vacate the applicable arbitral award.
Removed
In addition, as of December 31, 2024 certain of our former employees filed proceedings, including in Virginia federal court, seeking aggregate damages of approximately $214 107 Table of contents million with respect to alleged breaches of certain stock option grant agreements and related matters.
Added
We disagree with the assertions and legal claims in each of the ongoing requests for arbitration and the legal proceedings seeking to vacate one such arbitral award, and the Calcasieu Project is vigorously defending the remaining arbitration proceedings and such legal proceedings.
Removed
Further, a putative securities class action complaint naming Venture Global, our directors and certain of our officers was filed in the U.S. District Court for the Southern District of New York on February 17, 2025.
Added
While we believe that any damages award in such arbitration proceedings should be subject to the relevant seller aggregate liability cap under the relevant post-COD SPA (other than in in the case of the arbitration award relating to the BP post-COD SPA), there can be no assurance that the Calcasieu Project will be successful in defending such ongoing claims or establishing that any such claim is subject to the applicable liability cap.
Removed
The complaint asserts claims under Sections 11 and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO.
Added
In addition, although none of the post-COD SPA customers who have commenced the arbitration proceedings described above has sought termination of the underlying post-COD SPA as a remedy in the relevant arbitration, two of those long-term post-COD SPA customers have notified the collateral agent for the Calcasieu Project’s project financing that a potential termination event under their long-term post-COD SPA has occurred or may occur, and that remedies could include termination of, or suspension under, the relevant long-term post-COD SPA.
Removed
It contends that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and seeks unspecified damages on behalf of the putative class.
Added
Further, a termination of, or suspension under, any of the relevant long-term post-COD SPAs that are subject to these claims could, subject to our ability to replace such long-term post-COD SPAs during the applicable grace period, lead to an acceleration of our outstanding debt under the Calcasieu Project and foreclosure against all collateral that secures such debt, representing substantially all assets of the Calcasieu Project, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects. 64 Table of contents If certain customers were to successfully terminate their post-COD SPAs for the Calcasieu Project, we would need to replace those customers and/or amend the Calcasieu Project's existing post-COD SPAs over a certain period of time that may extend up to 180 days, which could take time and there can be no assurance we would be able to enter into new post-COD SPAs on a timely basis and on comparable or better terms.
Removed
Further, from time to time, we may be a party to various administrative, regulatory or other legal proceedings, such as various proceedings before FERC related to our projects.
Added
See —Risks Relating to Our Business—Our customers or we may terminate our SPAs if certain conditions are not met or for other reasons.
Removed
See Item 1A.— Risk Factors — Risks Relating to Regulation and Litigation — We are involved and may in the future become involved in disputes and legal proceedings of this Form 10-K .
Added
See also —Risks Relating to Our Indebtedness and Financing—Upon the occurrence of an event of default under our existing and future indebtedness, our lenders and the holders of our debt securities could elect to accelerate all or a portion of our debt.
Removed
We are required to assess the likelihood of any adverse judgments or outcomes related to these legal contingencies, as well as potential ranges of probable or reasonably possible losses. We accrue for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Added
A delay in COD of the Plaquemines Project or the CP2 Project beyond a certain deadline could also result in an event of default under the Plaquemines Credit Facilities, the CP2 Credit Facilities, or the CP2 EBL Facility, respectively.
Removed
The determination of the amount of any losses to be recorded or disclosed as a result of these contingencies is based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel.
Added
Risks Relating to Our Projects and Other Assets We will require significant additional capital to construct and complete certain of our projects, and we may not be able to secure such financing on time with acceptable terms, or at all, which could cause delays in our construction, lead to inadequate liquidity and increase overall costs.
Removed
There can be no assurance that any accrued liabilities will be adequate to cover all existing and future claims or that we will have the liquidity to pay such claims as they arise.
Added
We are in the process of constructing and commissioning the Plaquemines Project, developing and constructing the CP2 Project and developing certain of our other future projects and expansions, including the CP2 Expansion Project and the Plaquemines Expansion Project.
Removed
Other than such foregoing claims, as of the date hereof, there are no pending or threatened legal claims or proceedings, individually or in the aggregate, which we believe could have a material adverse effect on our business or financial condition.
Added
While we believe we have sufficient cash and access to substantial commissioning cargo proceeds to fund the completion of the Plaquemines Project and the construction and commissioning of Phase 1 of the CP2 Project based on our current estimate of the Total Project Costs, the development, construction and financing of Phase 2 of the CP2 Project, as well as our other current and future projects and expansions, will require significant additional funding.
Removed
For more information, see I te m 8 . — Financial Statements and Supplementary Data — Note 15 – Commitments and Contingencies of this Form 10-K.
Added
We currently estimate that approximately $0.6 billion to $1.0 billion of the Total Project Cost for the Plaquemines Project, has yet to be paid as of December 31, 2025.
Added
In addition, as of December 31, 2025, we estimate that the Total Project Cost for the first and second phases of CP2 Project will range from approximately $32.5 billion to $33.5 billion, including EPC contractor profit and contingency, owners’ costs and financing costs, of which $9.9 billion had been paid for as of December 31, 2025.
Added
These estimates are based primarily upon our construction cost experiences with the Calcasieu Project and the Plaquemines Project and the pricing included in the CP2 EPC Contracts.
Added
They also reflect the current inflationary environment, the potential impact of tariffs in place as of December 31, 2025, as well as the fact that the pipeline for the CP2 Project is expected to be longer and more expensive than the pipelines for the Calcasieu Project and the Plaquemines Project. Our actual costs could vary significantly from our preliminary estimates.
Added
Further, these cost estimates do not include the cost of the Plaquemines Expansion Project or the CP2 Expansion Project, nor do they reflect the potential impact of any new tariffs that have been announced or implemented after December 31, 2025 or that may be implemented in the future.
Added
Our Total Project Cost estimates included in this Form 10-K reflect all tariffs in place, and Section 232 exemptions secured, as of December 31, 2025, but do not reflect the potential impact of the U.S.
Added
Supreme Court ruling against the validity of the tariffs imposed by the federal government, nor the federal government’s decision to impose incremental baseline tariffs, all of which could have a material impact on our Total Project Cost estimates.
Added
Certain of our key components, including our Baker Hughes sourced liquefaction train system modules and power island components, are foreign sourced and specified under our regulatory approvals, offering no domestically sourced alternative and potentially exposing us to the effects of any future tariffs that may be imposed.
Added
There can be no assurance as to the extent of any future tariffs, or the impact thereof on any of our estimates of Total Project Costs for our projects, which could have a material adverse effect on our construction budgets and limit our growth prospects.
Added
Moreover, no substantial construction work has been undertaken on any of our other future projects or expansions to date, and we have not yet entered into a number of material contracts (including EPC contracts) for such other future projects or expansions, and our actual costs could vary significantly from the costs of our other projects depending on the terms we may agree to for those contracts.
Added
There is no guarantee that we will be able to enter into the necessary contracts to construct any other future projects or expansions on the same or substantially similar terms as the Calcasieu EPC Contract, the Plaquemines EPC Contracts or the CP2 EPC Contracts.
Added
As a 65 Table of contents result, our cost estimates are only an approximation of the actual costs of construction and financing for such projects. Our actual project costs may be higher, potentially materially, compared to our current estimates as a result of many factors which could result in the need to contribute additional equity into our projects.
Added
See further discussion under —Our estimated costs for our projects have been, and continue to be, subject to change due to various factors.
Added
For example, our cost estimates might change due to factors such as unexpected delays in the construction or commissioning of our projects, the execution of any repair or warranty work and change orders or amendments to certain material construction contracts, including final terms of or amendments to any EPC contract for such projects, and/or other construction or supply contracts.
Added
Accordingly, we will need to obtain significant additional funding from one or more sources of debt and equity financing before we are able to generate sales and/or revenue for our projects, other than the Calcasieu Project, the Plaquemines Project, and Phase 1 of the CP2 Project.
Added
The amount of project-level equity funding that is required for any of our projects relative to the amount of project-level debt financing may differ between our projects.
Added
Generally, we expect to finance approximately 50% to 75% of the anticipated project costs of each of our projects with project-level debt financing (which may include limited recourse debt), and the remaining 25% to 50% with project-level equity (which may consist of equity contributions by us, equity contributed by others, equity financing transactions, mezzanine financing and/or other similar financing alternatives), or cash generated by the relevant project.
Added
However, the proportion of project-level debt to equity funding will depend on various factors, including market conditions and the amount of long-term contracted revenues for the relevant project.
Added
As a result, there can be no assurance as to the ultimate amount of project-level debt financing that will be available to us for a particular project on acceptable terms, which could have an adverse impact on our ability to finance the relevant project and may require us to raise additional debt, equity or equity-linked financing above relevant project entities, including potentially at the Company level, through additional debt, equity or equity-linked financing.
Added
We do not currently have any committed project-level debt or equity financing for Phase 2 of the CP2 Project or any other future projects or expansions.
Added
We may consider alternative structures to raise capital for those projects and, as a result, there can be no assurance that the financing structure for Phase 2 of the CP2 Project, or any other future project or expansions we may develop will be similar to those used for the Calcasieu Project, the Plaquemines Project or Phase 1 of the CP2 Project.
Added
Additional capital may not be available in the amounts required, on favorable terms, or at all.
Added
In addition, if any adverse findings are discovered at any stage during the course of our development of our projects that would render part of, or all of, any such sites to be unsuitable or we discover flaws that may decrease the value of such sites as collateral for purposes of any financing, then we may not be able to obtain the financing necessary to construct the relevant project on favorable terms, or at all.
Added
For example, such adverse findings may include the discovery of environmental conditions on the relevant project site that require investigation, remediation or other changes to the relevant project that make it more difficult for us to obtain the necessary regulatory approvals.
Added
Furthermore, any adverse changes in natural gas demand that affect the competitiveness of LNG or any failure on our part to obtain or comply with necessary permits or approvals may also hinder our ability to obtain necessary additional capital or financing.
Added
Delays in the construction of our projects beyond the estimated development period, issues with the commissioning process leading to additional repair and replacement work, as well as change orders to certain material construction contracts and/or other construction or supply contracts, could increase the cost of completion beyond the amounts that we estimate and beyond the then-available proceeds from sales of commissioning cargos we expect to receive, which could require us to obtain additional sources of financing to fund our operations until our projects are fully completed (which could cause further delays).
Added
For example, we experienced unexpected delays in commissioning the Calcasieu Project related to certain necessary repairs and replacements. As a result, COD for the Calcasieu Project did not occur until April 15, 2025 due to significant work related to commissioning, carryover completions, rectification, and certain other items.
Added
Further, while we generated commissioning cargo proceeds at the Calcasieu Project prior to achieving COD and are currently generating commissioning cargo proceeds at the Plaquemines Project, and we plan to sell commissioning cargos at each of our other projects, it is possible those commissioning cargo proceeds will be lower, potentially materially, than we currently anticipate, 66 Table of contents which could also require us to obtain additional sources of capital to fund development, construction and commissioning of our projects.
Added
Our future liquidity may also be affected by the timing and availability of financing in relation to the incurrence of construction costs for our projects and other outflows and by the timing of receipt of cash flow under the SPAs in relation to the incurrence of various project and operating expenses.
Added
Moreover, many factors (including factors beyond our control) could result in a disparity between liquidity sources and cash needs, including factors such as construction delays and breaches of agreements.
Added
Our ability to obtain financing that may be needed to provide additional funding will depend, in part, on factors beyond our control and there can be no assurances that funding will be available to us on acceptable commercial terms or at all.
Added
For example, capital providers or their applicable regulators may elect to cease funding LNG projects or certain related businesses. Accordingly, we may not be able to obtain financing on terms that are acceptable to us, or at all.
Added
Even if we are able to obtain financing, we may have to accept terms that are disadvantageous to us or that may have an adverse impact on our business plan and the viability of the relevant project. The failure to obtain any necessary additional funding could cause any or all of our projects to be delayed or not be completed.
Added
Any delays in construction could prevent us from commencing operations when we anticipate and could prevent us from realizing anticipated cash flows, all of which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Added
We may not construct or operate all of our proposed LNG facilities or pipelines or any additional LNG facilities or pipelines beyond those currently planned, and we may not pursue some or any of the bolt-on expansion opportunities we have identified at our current projects, which could limit our growth prospects.
Added
We may not construct some of our proposed LNG facilities or pipelines, and we may not pursue some or any of the bolt-on expansion opportunities we have identified at our current projects, in each case whether due to lack of commercial interest, inability to obtain financing, inability to obtain adequate supply of materials and equipment to complete construction of our projects, inability to obtain necessary regulatory approvals (including as a result of political factors, environmental concerns or public opposition) or otherwise.
Added
For example, we previously decided to withdraw the Delta Project from the FERC pre-filing process and replace the Delta Project with the proposed Plaquemines Expansion Project.
Added
Our ability to develop additional liquefaction facilities or to pursue bolt-on expansion opportunities at our projects will also depend on the availability and pricing of LNG and natural gas in North America and other places around the world regulatory approvals, and other factors.
Added
If we are unable or unwilling to construct and operate additional LNG facilities or bolt-on expansion opportunities at our current projects, our prospects for growth will be limited. O ur natural gas liquefaction and export projects face, and our future projects or expansions may face, significant operational risks.
Added
As more fully discussed in these —Risk Factors , our existing and future projects, and expansions thereof, involve operational risks, including the following: • explosions, pollution, releases of toxic substances; • the facilities performing below expected levels of efficiency; • breakdown or failures of equipment; • unanticipated changes in domestic and international market demand for and supply of natural gas and LNG, which will depend in part on supplies of and prices for alternative energy sources and the discovery of new sources of natural resources; • operational errors by vessel or tug operators; • operational errors by us or any contracted facility operator; • labor disputes; and 67 Table of contents • weather-related interruptions of operations, natural disasters, fires, floods, accidents or other catastrophes.
Added
If any of such operational risks materializes, it could have a material adverse effect on our current or future business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects. We have multiple procurement and construction contracts.
Added
Failure by one contractor to perform under its applicable material procurement and/or construction contract could lead to failure to perform or delay in performance by others under their construction contracts.
Added
Our strategy for each project involves us entering into and administering a number of procurement and construction contracts, which differs from certain other LNG projects of this scale developed in the United States.
Added
Failure of any of the counterparties to these procurement and/or construction contracts to complete its contractual obligations on a timely basis could result in material delays in the ability of our projects to achieve commercial operation.
Added
In addition, any such failure by any of the foregoing counterparties could affect the schedule of other construction contractors and/or require change orders to multiple material construction contracts.
Added
Although the scope of each such contractor is defined in the applicable material contract to which it is a party, in the event of delays or other procurement or construction issues, each such contractor may seek to shift responsibility for delays or other issues to other contractors, resulting in increased costs or delays.
Added
We are dependent on our contractors for the successful completion of our projects and any bolt-on expansion opportunities at our projects that we may pursue, and any failure by our contractors to perform their contractual obligations could have a material adverse impact on our projects.
Added
There is limited recent industry experience in the United States regarding the construction or operation of mid-scale natural gas liquefaction and export facilities. Timely and cost-effective completion of our projects or any bolt-on expansion opportunities at our projects in compliance with agreed upon specifications is highly dependent upon the performance of our contractors pursuant to their agreements with us.
Added
Moreover, our construction strategy involves multiple construction contracts, which differs from certain other LNG projects of this scale developed in the United States. Failure by one contractor to perform under its applicable material construction contract could lead to failure to perform or delay in performance by others under their construction contracts.
Added
Successful construction and operation of our projects, or any bolt-on expansions at our projects, will depend on the adequacy and timeliness of performance of our contractors.
Added
The failure of our contractors to perform as expected could have a material adverse impact on our ability to complete our projects, or any bolt-on expansions at our projects, on our anticipated schedule and budget, or at all.
Added
Further, if the completion and the commercial operation date of the Plaquemines Project or the CP2 Project are delayed beyond an agreed date certain for each project, an event of default under the Plaquemines Credit Facilities, the VGPL Senior Secured Notes, the CP2 Credit Facilities or the CP2 EBL Facility, may occur.
Added
See —Risks Relating to Our Indebtedness and Financing—Upon the occurrence of an event of default under our existing and future indebtedness, our lenders and the holders of our debt securities could elect to accelerate all or a portion of our debt.
Added
A delay in COD of the Plaquemines Project or the CP2 Project beyond a certain deadline could also result in an event of default under the Plaquemines Credit Facilities, the CP2 Credit Facilities, or the CP2 EBL Facility, respectively.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−8 removed6 unchanged
The shares sold in our IPO were registered under the Securities Act pursuant to our Registration Statement on Form S-1, as amended (File No. 333-283964) which was declared effective by the SEC on January 23, 2025.
The shares sold in our IPO were registered under the Securities Act pursuant to our Registration Statement Form S-1, as amended (File No. 333-283964) which was declared effective by the SEC on January 23, 2025.
Our Second Amended and Restated Certificate of Incorporation authorizes Class A common stock and Class B common stock and provides that holders of our Class A common stock and holders of our Class B common stock will be treated equally and ratably on a per share basis with respect to any dividends (unless different treatment of the shares of a class is approved by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of common stock treated adversely, voting separately as a class).
Dividend Policy Our Second Amended and Restated Certificate of Incorporation authorizes Class A common stock and Class B common stock and provides that holders of our Class A common stock and holders of our Class B common stock will be treated equally and ratably on a per share basis with respect to any dividends (unless different treatment of the shares of a class is approved by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of common stock treated adversely, voting separately as a class).
Our shares of Class A common stock were sold at an initial public offering price of $25.00 per share, which generated net proceeds of approximately $1.7 billion after deducting underwriting discounts and commissions of $70 million. We estimated that we incurred offering expenses of approximately $10 million.
Our 102 Table of contents shares of Class A common stock were sold at an initial public offering price of $25.00 per share, which generated net proceeds of approximately $1.7 billion after deducting underwriting discounts and commissions of $70 million. We estimated that we incurred offering expenses of approximately $10 million.
For more details, see Item 7. — M anagement’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and 109 Table of contents Capital Resources , Item 1A. —Risk Factors —Risks Relating to Our Indebtedness and Financing—Certain of our debt agreements impose significant operating and financial restrictions on our subsidiaries, and the preferred equity of our subsidiaries also gives the holders certain consent rights, all of which may prevent us from capitalizing on business opportunities or paying dividends to the Company and Item 1A. —Risk Factors —Risks Relating to Our Indebtedness and Financing—As a holding company, the Company depends on the ability of its subsidiaries to transfer funds to it to meet its obligations of this Form 10-K.
For more details, see Item 7.— Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources , Item 1A. —Risk Factors —Risks Relating to Our Indebtedness and Financing—Certain of our debt agreements impose significant operating and financial restrictions on our subsidiaries, and the preferred equity of our subsidiaries also gives the holders certain consent rights, all of which may prevent us from capitalizing on business opportunities or paying dividends to the Company and Item 1A. —Risk Factors —Risks Relating to Our Indebtedness and Financing—As a holding company, the Company depends on the ability of its subsidiaries to transfer funds to it to meet its obligations of this Form 10-K.
There is no public trading market for our Class B common stock. Holders As of February 14, 2025, we had approximately 450,937,393 shares of Class A common stock outstanding held by twelve record owners. As of February 14, 2025, there was one holder of record of our Class B common stock.
There is no public trading market for our Class B common stock. Holders As of February 13, 2026, we had approximately 488,365,847 shares of Class A common stock outstanding held by two record owners. As of February 13, 2026, there was one holder of record of our Class B common stock.
However, we cannot assure you that we will pay any dividend in the same amount or frequency as previous dividends, or at all, in the future.
We currently expect that we will declare and pay additional cash dividends on our common stock from time to time. However, we cannot assure you that we will pay any dividend in the same amount or frequency as previous dividends, or at all, in the future.
There has been no material change in our planned use of net proceeds from our IPO as described under the heading “Use of Proceeds” in our final prospectus, filed with the SEC on January 23, 2025 pursuant to Rule 424(b)(4) relating to our Registration Statement. Goldman Sachs & Co. LLC, J.P.
There were no material changes to our planned use of net proceeds from our IPO as described under the heading “Use of Proceeds” in our final prospectus, filed with the SEC on January 23, 2025 pursuant to Rule 424(b)(4) relating to our Registration Statement. Purchase of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. [RESERVED]
Removed
Dividend Policy On September 13, 2024, our board of directors declared the payment of cash dividends to our stockholders in an aggregate amount of $160 million to be paid, subject to applicable law, on a pro rata basis to holders of record of our outstanding common stock on the applicable record dates in four equal dividend payments of $40 million on the last business day of four consecutive calendar quarters.
Added
The proceeds from our IPO (net of underwriting discounts) were used to support the continued growth and development of our business.
Removed
The purpose of this cash dividend is to distribute profits to our stockholders. The first two such dividend payments were made on September 30, 2024 and December 31, 2024, to holders of our outstanding common stock of record as of September 13, 2024 and December 12, 2024, respectively.
Added
This includes, but is not limited to, expenditures for pre-FID development, procurement and construction costs at our CP2 Project, costs for other future projects and bolt-on expansion projects, milestone payments for our LNG tankers, pipeline development costs, and for other general corporate purposes.
Removed
We expect to pay the remaining two dividend payments on the last business day of each of the calendar quarters ending March 31, 2025 and June 30, 2025, on a ratable basis to holders of our outstanding common stock, as of a record date to be determined by us and announced prior to the applicable dividend payment date.
Removed
The record date for the March 31, 2025, dividend payment is March 10, 2025. We expect that the record date for the June 30, 2025 dividend payment will be following the filing of this Form 10-K.
Removed
Accordingly, holders of shares of Class A common stock in our IPO that are holders on the applicable record date for each of the remaining two dividend payments of the declared dividend will be entitled to receive such dividend payments. We currently expect that we will declare and pay additional cash dividends on our common stock from time to time.
Removed
We expect to use the proceeds (net of underwriting discounts) from our IPO to support the continued growth and development of our business, increase our financial flexibility, and establish a public market for our Class A common stock, as well as for general corporate purposes, including, but not limited to, funding our expected pre-FID capital expenditures with respect to the CP2 Project, the CP3 Project and the Delta Project, any bolt-on expansions that we may develop, our continuing operations, our LNG tanker milestone payments, and our pipeline development projects.
Removed
Morgan and BofA Securities acted as joint lead book-running managers. ING, RBC Capital Markets, Scotiabank, Mizuho, Santander, SMBC Nikko, MUFG, BBVA, Loop Capital Markets, Natixis, Deutsche Bank Securities, Wells Fargo Securities and Truist Securities acted as joint book-running managers for the offering.
Removed
National Bank of Canada Financial Markets, Raymond James, Regions Securities LLC, Guggenheim Securities and Tuohy Brothers acted as co-managers for the offering. Purchase of Equity Securities by the Issuer and Affiliated Purchasers None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

3 edited+141 added−75 removed0 unchanged
As such, the amount of any proceeds that we may generate from the sale of commissioning cargos and our profitability relating to such sales is largely dependent on the strength of international LNG markets, as primarily reflected in the spot price for LNG at the time a contract for sale of commissioning cargos is executed.
Our ability to generate cash proceeds from the sale of commissioning LNG, and the amount of any such cash proceeds, depends primarily on the duration of the commissioning phase for each of our projects, the volume of LNG that we are able to produce during the commissioning phase, as well as the market price for LNG at the time such sales are executed.
Our ability to generate sales of LNG following COD at each of our projects depends on our ability to successfully commence and maintain deliveries under our post-COD SPAs. Such revenues can be further supplemented if we are able to produce and sell LNG in excess of the nameplate capacity of our projects.
Our ability to generate cash proceeds from such sales, and the amount of any such revenue that we are able to generate, will depend primarily on the volume of LNG that has been contracted under post-COD SPAs and the amount of LNG that we are able to produce at any project in excess of the nameplate capacity and the market price for LNG at the time such sales are executed.
Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K. If any of the following risks were to occur, our business, financial condition, results of operations and cash flow could be materially adversely affected. The following risks are not the only ones facing our company.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto, included in Item 8. — Financial Statements and Supplementary Data of this Form 10-K.
Removed
Additional risks and uncertainties not currently known to us, or that we currently deem immaterial, may also impair or adversely affect us. Risks Relating to Our Business Our ability to maintain profitability and positive operating cash flows is subject to significant uncertainty. We will continue to incur significant capital and operating expenditures while we develop, construct, and commission our projects.
Added
In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements.
Removed
Our ability to maintain profitability and positive operating cash flows is primarily dependent on our ability to generate proceeds, and in turn net profits and operating cash flows, through the sale of LNG commissioning cargos, the sale of excess LNG that is produced above the nameplate capacity of our LNG projects, and, after COD occurs for a given project, through the sale of LNG pursuant to our post-COD SPAs, as well as our ability to monetize our other assets (such as pipelines, LNG tankers and downstream regasification capacity).
Added
Factors that could cause or contribute to those differences include those discussed below and elsewhere in Item 1A. — Risk Factors and Cautionary Statement Regarding Forward-Looking Statements of this Form 10-K. Except for per MMBtu amounts, or as otherwise specified, dollar amounts presented within tables are stated in millions.
Removed
Our ability to sell LNG commissioning cargos depends on our ability to successfully market, produce, load and, in some cases, deliver commissioning cargos during the commissioning of each of our projects prior to achieving COD.
Added
During the year ended December 31, 2025, the Company's sales and shipping business met the criteria to be a reportable segment. Prior to the year ended December 31, 2025, sales and shipping was not quantitatively material for reporting purposes and was combined with corporate activities as corporate, other and eliminations.
Removed
Although we have generated proceeds from the sales of commissioning cargos at the Calcasieu Project since the first quarter of 2022 and at the Plaquemines Project since January 2025, prior to the relevant COD, such sales of commissioning cargos are limited in duration and subject to a number of material uncertainties and risks.
Added
Prior period presentations included within Item 7. –– Management's discussion and Analysis of Financial Condition and Results of Operations of this form 10-K has been recast to conform to the current segment reporting structure.
Removed
In addition, we are obligated to cease sales of commissioning cargos once the relevant COD occurs.
Added
For discussion of the Company's year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Item 7.—Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K filed with the SEC on March 6, 2025. 103 Table of contents Executive Summary Our Financial Results .
Removed
The duration of the commissioning period at the Calcasieu Project, which has been extended by a force majeure event, and the amount of proceeds we have generated from the sales of commissioning cargos from the Calcasieu Project to date may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any future period for the Calcasieu Project or for any of our other projects, including bolt-on expansions thereof.
Added
Years ended December 31, 2025 2024 Income from operations $ 5,156 $ 1,763 LNG volumes exported Cargos 380 141 TBtu 1,415.4 508.4 LNG volumes sold (TBtu) 1,408.8 500.6 Weighted average price of LNG volumes sold (per MMBtu) Liquefaction fee (1) $ 5.87 $ 7.28 Commodity fee 3.93 2.61 Weighted average price of LNG volumes sold $ 9.80 $ 9.89 ____________ (1) Includes sales prices indexed to foreign gas markets, exclusive of an implied commodity fee, and fixed liquefaction fees.
Removed
See —Our ability to generate proceeds from sales of commissioning cargos is subject to significant uncertainty and volatility in such proceeds, given significant volatility in spot-market prices and —Historical proceeds from commissioning cargo sales at the Calcasieu Project, which has had an extended commissioning period due to unanticipated challenges with equipment reliability that we are in the process of remediating and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any future period or for any of our other projects, including bolt-on expansions thereof.
Added
Our income from operations for the year ended December 31, 2025 increased compared to the prior year primarily due to higher sales volumes at our Plaquemines Project from the commencement of LNG production in December 2024 and continued ramp up of LNG production during 2025.
Removed
We will not generate any revenues or operating cash flow under our post-COD SPAs, or from sales to third parties of excess LNG until we have achieved COD for the relevant project.
Added
This was partially offset by lower weighted average LNG sales prices at our Calcasieu Project due to the commencement of LNG sales under its post-COD SPAs and the higher cost of feed gas. Our LNG Projects Calcasieu Project .
Removed
There is no guarantee that we will achieve such CODs within the anticipated timeframes for achieving COD at any of our projects or at all, including as a result of risks described elsewhere in these "Risk Factors", including —Risks Relating to Regulation and Litigation—We may fail to receive the required approvals and permits from governmental and regulatory agencies for our projects.
Added
Our initial LNG export facility declared COD and commenced the sale of LNG to its customers under our post-COD SPAs on April 15, 2025. Prior to COD, the Calcasieu Project sold LNG under LNG Commissioning Sales Agreements.
Removed
As a result, there can be no assurance as to when we will commence deliveries under our post-COD SPAs, and therefore when, if at all, we will commence generating revenues and operating cash flows from our post-COD SPAs or from the sale of LNG produced in excess of nameplate capacity, if any, for the Calcasieu Project or any of our other projects, including bolt-on expansions thereof.
Added
Calcasieu Project Years ended December 31, 2025 2024 LNG volumes exported Cargos 146 140 TBtu 539.3 504.5 LNG volumes sold (TBtu) 538.5 501.6 Weighted average price of LNG volumes sold (per MMBtu) Fixed liquefaction fee $ 3.63 $ 7.15 Commodity fee 3.95 2.61 Weighted average price of LNG volumes sold $ 7.58 $ 9.76 104 Table of contents Plaquemines Project .
Removed
In addition, there can be no assurance that we will be able to produce excess LNG above the nameplate capacity of the facilities at our projects, either at our target level of excess LNG production or at all, nor, even if such excess LNG is produced, that we will be able to resell all of it to third party customers. 40 Table of contents Our ability to monetize our other assets, including our pipelines, LNG tankers and regasification facility capacity depends on a variety of factors, including but not limited to market conditions in the natural gas and LNG industries, required regulatory and governmental approvals, and our ability to successfully market, produce, load and deliver commissioning cargos during the commissioning of each of our projects prior to achieving COD and our ability to generate sales of LNG following COD at each of our projects.
Added
Production and sales of LNG from our second LNG export facility increased during the period while physical construction and the commissioning program of the project continued to advance.
Removed
Specifically, our ability to construct and successfully monetize our interstate and intrastate pipelines will depend, among other factors, on worldwide demand for LNG, as well as on our obtaining the necessary regulatory approvals for our projects currently under development.
Added
During the year ended December 31, 2025, we incurred $3.9 billion of project costs, the majority of which were capitalized, and we placed an additional $13.4 billion of assets in service in accordance with the applicable accounting guidance.
Removed
Additionally, while we expect several of our LNG tankers to service our single DPU post-COD SPA, our ability to monetize the remainder of our LNG tanker fleet will depend on the demand from LNG customers or, potentially, other charterers, as well as that from any future SPAs we may enter into where LNG is sold on a delivered basis, for the services of such LNG tankers.
Added
Plaquemines Project Years ended December 31, 2025 2024 LNG volumes exported Cargos 234 1 TBtu 876.1 3.9 LNG volumes sold (TBtu) 876.1 3.9 Weighted average price of LNG volumes sold (per MMBtu) Fixed liquefaction fee $ 6.62 $ 7.29 Commodity fee 3.93 3.95 Weighted average price of LNG volumes sold $ 10.55 $ 11.24 CP2 Project .
Removed
Our ability to monetize the regasification facility capacity we have secured through our agreements with Grain LNG and the Alexandroupolis LNG receiving terminals will depend on demand for both LNG and regasified natural gas from downstream customers in the UK and European markets.
Added
In June 2025, we commenced site work on our third LNG export facility, following receipt of final approval and notices to proceed with on-site construction from the FERC. In July 2025, Phase 1 of the CP2 Project achieved FID and obtained $15.1 billion in project financing to fund the development and construction of Phase 1 of the CP2 Project.
Removed
As a result, there is significant uncertainty about our ability to maintain profitability and positive operating cash flows. We have only a limited track record and historical financial information, and there is no assurance that our business will be successful over the long term.
Added
During the year ended December 31, 2025, we incurred $6.5 billion of project costs primarily associated with construction activities and purchases of equipment procurement, of which $6.3 billion was capitalized and $203 million was expensed.
Removed
We first generated proceeds from sales of commissioning cargos at the Calcasieu Project only in the first quarter of 2022, and prior to that we incurred significant losses from operations and negative cash flows from operations.
Added
In February 2026, the CP2 Project executed a 20-year post-COD SPA for the delivery of 1.5 mtpa from Phase 2 of the CP2 Project, increasing the total expected capacity post-COD under contract from 26.0 mtpa to 27.5 mtpa. Our Strategic Developments .
Removed
Our activities to date have included organizational efforts related to the development and construction of our projects and related assets, including but not limited to: • raising capital; • securing options to lease and leasing our project sites; • negotiating and planning with various contractors for the development and production of such sites; • negotiating SPAs with purchasers; • negotiating and entering into construction contracts with construction contractors; and • procuring gas transportation and supply.
Added
In 2025, we formally initiated the development process for the Plaquemines Expansion Project with expected annual peak production capacity of 31.0 mtpa. See I tem 1A.— Business for further discussion. We took delivery of four LNG tankers during the year ended December 31, 2025, and one LNG tanker in the first quarter of 2026.
Removed
In addition, as of December 31, 2024, substantially all of the proceeds we have generated were proceeds generated from sales of commissioning cargos from the Calcasieu Project, and may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any future period for the Calcasieu Project or for any of our other projects, including bolt-on expansions thereof, or of our future results of operations more generally.
Added
This brought our total owned fleet of LNG tankers to seven with an additional two LNG tankers that are currently under construction and will be delivered in 2026. In 2025, we used our LNG tankers to transport 61 cargos from our LNG facilities. VGLNG Sources of Capital .
Removed
Our limited operating history may limit your ability to evaluate our prospects because of our limited historical financial data, our unproven ability to maintain or increase our profitability and our limited experience in addressing issues that may affect our ability to manage the construction, operation or maintenance of liquefaction facilities and related assets.
Added
In January 2025, we completed our IPO, issuing 70 million shares of our Class A common stock at a public offering price of $25.00 per share for total net proceeds of $1.7 billion. In connection with the IPO, we effectuated a 4,520.3317-for-one forward stock split of our Class A common stock.
Removed
We face all of the risks commonly encountered by other growing businesses, including competition and the need for additional capital and personnel. As a result, any assessment you make about our current business and any predictions you make about our future success or viability may not be accurate.
Added
In September 2025, Blackfin entered into the Blackfin Credit Facilities totaling $1.6 billion. Proceeds from the Blackfin Credit Facilities were used to reimburse $889 million to VGLNG for prior expenditures related to the development and construction of the Blackfin Pipeline. In November 2025, VGLNG entered into the VGLNG Revolving Credit Facility totaling $2.0 billion.
Removed
There is no assurance that our business will be successful over the long term.
Added
Proceeds from the VGLNG Revolving Credit Facility will be used for general corporate purposes of VGLNG and its subsidiaries. 105 Table of contents Key Factors Affecting Results of Operations The key factors affecting our results of operations and financial performance are as follows: LNG Sales.
Removed
Historical proceeds from commissioning cargo sales at the Calcasieu Project, which has had an extended commissioning period due to unanticipated challenges with equipment reliability that we are in the process of 41 Table of contents remediating and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any future period or for any of our other projects, including bolt-on expansions thereof.
Added
We sell LNG throughout the full lifecycle of our LNG facilities—during testing and commissioning, operations under contracted sales agreements, and through the sale of excess production capacity. We employ a portfolio contracting approach designed to sell sufficient term liquefaction capacity to support financing while optimizing revenue and cash flow. LNG pricing structure.
Removed
The duration of the commissioning period and our ability to generate proceeds from the sale of commissioning cargos during such period is subject to significant risks and uncertainties relating to the development, construction and commissioning of our projects as discussed in these “Risk Factors.” In particular, it is both our intention and our obligation, under our post-COD SPAs, to undertake the construction of and complete our projects or phases thereof in a reasonable and prudent manner, which, depending on the circumstances, could extend or shorten the commissioning period for such projects or phases thereof during which we are able to generate such proceeds.
Added
The LNG sales price structure under our Contracted SPAs generally includes (i) a fixed liquefaction fee, a portion of which is subject to an annual adjustment for inflation; (ii) a variable commodity fee equal to at least 115% of Henry Hub per MMBtu of LNG; and (iii) a transportation charge, if sold on a DPU basis.
Removed
Further, certain delays in the development of or construction of our projects, and any issues with the construction of our projects could delay or otherwise adversely impact our ability to generate such proceeds during the commissioning of the relevant projects.
Added
The LNG sales price structure of both our commissioning sales and excess capacity sales generally aligns with our Contracted SPAs for FOB delivery, whereas our DES agreements are structured with a single sales price that includes a transportation charge and is indexed to foreign gas markets, such as TTF or JKM. Sales of LNG during commissioning.
Removed
At any of our projects or phases thereof, if the commissioning of certain equipment or integrated facilities is delayed or if COD occurs earlier than expected, the duration of time when we are able to generate proceeds from the sale of commissioning cargos may be shortened, which could adversely impact the volume of LNG produced during commissioning and our ability to generate proceeds from the sale of commissioning cargos.
Added
We generally sell LNG produced during the commissioning phase of our projects, prior to COD, on a forward spot or short-term contracted basis.
Removed
Historical proceeds from the sale of commissioning cargos at the Calcasieu Project, which has had an extended commissioning period due to unanticipated challenges with equipment reliability that we are in the process of remediating, may not be indicative of the duration of the commissioning period or the amount of proceeds for any future period or for any of our other projects, including bolt-on expansions thereof.
Added
As a result, the amount of cash proceeds we are able to generate from the sale of commissioning LNG will likely differ from period to period and from project to project, and such differences could be material. Sales of Contracted LNG.
Removed
Although we have included targeted COD dates for certain of our projects and phases thereof, there can be no assurance that COD will not occur earlier or later than such targets.
Added
We sell LNG under post COD-SPAs and Firm-start SPAs leveraging a combination of long-term 20-year Contracted SPAs as well as short- and medium-term Contracted SPAs to optimize the average fixed liquefaction fee across our SPAs.
Removed
If COD occurs earlier than expected for a particular project or phase thereof, it would adversely impact our ability to generate proceeds from the sale of commissioning cargos, which, subject to market conditions, may otherwise be more valuable than the revenues earned under our post-COD SPAs.
Added
Our ability to generate revenue, and the amount of any associated cash proceeds that we are able to generate, will be contingent upon achieving COD at each of our projects, and will vary depending on the fixed liquefaction fee under our Contracted SPAs, the variable commodity fee indexed to the Henry Hub price of gas, as well as the volume and sales prices of LNG produced in excess of committed sales under Contracted SPAs.
Removed
Our ability to generate proceeds from sales of commissioning cargos is subject to significant uncertainty and volatility in such proceeds, given significant volatility in spot-market prices.
Added
Sales of uncommitted excess LNG. We sell LNG produced above our Contracted SPA commitments under short‑, medium‑, or long‑term arrangements, providing commercial and pricing flexibility.
Removed
A key element of our business strategy is to generate proceeds from the sale of LNG at each of our projects during the construction and commissioning phases of our projects, prior to the relevant project achieving COD.
Added
As a result, the amount of revenue and cash proceeds we are able to generate from the sale of uncommitted excess LNG, if any, will likely differ from period to period and from project to project, and such differences could be material. Cost of feed gas .
Removed
In addition to the duration of the commissioning period, our ability to generate such proceeds depends on our ability to negotiate sales during the construction and commissioning phases of each project.
Added
The direct costs of purchasing, transporting and converting natural gas to LNG are the primary component of our cost of sales.
Removed
There is no assurance that we will be able to continue to successfully negotiate sales of such commissioning cargos on terms that are acceptable to us, or that we will be able to successfully market, produce, load and deliver such commissioning cargos, either from the Calcasieu Project or any other project, in the future.
Added
Under our Contracted SPAs and substantially all of our commissioning LNG sales executed to date, our customers pay a fixed liquefaction fee (which includes a CPI-linked component) per MMBtu, plus a variable commodity fee per MMBtu, in an amount equal to, depending on the applicable SPA, 115% or more of the Henry Hub gas price, which is intended to cover the price of the feed gas and gas transportation costs, and is also intended to cover certain of our operating expenses and partially adjust for inflation.
Removed
In addition, because commissioning cargos are not sold under post-COD SPAs and are instead sold on varying terms, including in some instances on a forward basis, proceeds from such commissioning cargos may vary significantly depending on, among other factors, prices and market conditions in the international LNG markets, global LNG freight rates, and on the timing of when a contract for sale is executed.
Added
Project costs and development expenses . We currently have greenfield and expansion projects in various stages of construction and development.
Removed
Historically, the spot price for LNG has varied significantly, which has impacted the amount of proceeds we have generated.
Added
We expect our development, construction and commissioning costs for any particular project to increase significantly as we approach and commence the construction phase, and we expect these expenses will continue to be significant until the commissioning phase has been completed and the relevant project reaches its COD.
Removed
Further, the proceeds that we generate during any given period of time may not necessarily correlate with the prevailing market prices for the corresponding period of time, given a variety of factors, including that we have and may continue to contract sales on a forward basis, at a pre-determined price.
Added
Moreover, our project costs may be higher than we currently estimate due to many factors 106 Table of contents outside of our control, which could lead to higher development, construction and commissioning costs for our projects. Operating costs . We expect to increase our project‑dedicated staff as we commence operations at our facilities.
Removed
Additionally, we may at times contract commissioning cargos on a forward basis and, as a result, these sales of commissioning cargos may be uncorrelated with movements in spot LNG prices.
Added
As a result, we anticipate that operating and maintenance expenses will increase significantly as we continue commissioning and operation of our projects. We outsource certain major equipment maintenance activities under long-terms service arrangements, but our various operating subsidiaries are responsible for performing day-to-day operations and maintenance work for our projects.
Removed
As a result, we have experienced, and expect to continue to experience during the remainder of the commissioning phase, significant volatility in the proceeds we have generated from the sales of commissioning 42 Table of contents cargos from the Calcasieu Project and the Plaquemines Project.
Added
Once projects commence full commercial operations, we anticipate that the timing of the operating and maintenance costs under the long-term service arrangements for that project will be relatively predictable, subject to inflation. Increases in operating and maintenance expenses would impact our operating margins.
Removed
Accordingly, the proceeds we have generated from such sales of commissioning cargos of the Calcasieu Project to date may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any future period for the Calcasieu Project or for any of our other projects, including bolt-on expansions thereof.
Added
Further, we anticipate that insurance premiums for LNG projects may increase due to losses and claims that have arisen or been experienced in respect of other unrelated projects in other regions, or losses and claims that are large enough to impact the broader insurance market even if an LNG project is not involved. Effective tax rates and regulations .
Removed
As a result, such proceeds, and also our operating results more generally, may vary significantly from one fiscal period to the next comparable fiscal period.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+0 added−2 removed9 unchanged
A hypothetical 100 basis point increase or decrease in interest rates would not have had a material impact on the fair value of our credit facilities as of December 31, 2024 and December 31, 2023. The primary objective of our investment activities is to preserve our capital for the purpose of funding our operations.
A hypothetical 100 basis point increase or decrease in interest rates would not have had a material impact on the fair value of our credit facilities as of December 31, 2025 and 2024. The primary objective of our investment activities is to preserve our capital for the purpose of funding our operations.
Export customers under our existing SPAs will pay a fee equal to a fixed facility charge (which includes a CPI-linked component) per MMBtu, plus a variable commodity charge per MMBtu, in an amount equal to, depending on the applicable SPA, 115% or more of the Henry Hub gas price, which is intended to cover the price of the feed gas and gas transportation costs and is also intended to cover certain of our operating expenses and partially adjust for inflation.
Export customers under our existing SPAs will pay a fee equal to a fixed liquefaction fee (which includes a CPI-linked component) per MMBtu, plus a variable commodity fee per MMBtu, in an amount equal to, depending on the applicable SPA, 115% or more of the Henry Hub gas price, which is intended to cover the price of the feed gas and gas transportation costs and is also intended to cover certain of our operating expenses and partially adjust for inflation.
In connection with the construction of our projects, our exposure to commodity price risk relates primarily to the commodity fluctuations in the time between when we execute our EPC contract and key owner furnished equipment contracts, and when individual commodity pricing is finalized once procured.
In connection with the construction of our projects, our exposure to commodity price risk relates primarily to the commodity fluctuations in the time between when we execute our construction contracts and key owner furnished equipment contracts, and when individual commodity pricing is finalized once procured.
We anticipate that any additional LNG contracts we enter into in the future will similarly require our export customers to pay a fixed facility charge per MMBtu, plus a variable commodity charge per MMBtu, in an amount equal to or higher than 115% of the Henry Hub gas price.
We anticipate that any additional LNG contracts we enter into in the future will similarly require our export customers to pay a fixed liquefaction fee per MMBtu, plus a variable commodity fee per MMBtu, in an amount equal to or higher than 115% of the Henry Hub gas price.
As a result, changes in the price of feed gas will impact our operating margins. In addition, there may be differences between the actual price we pay for feed gas 141 Table of contents and the Henry Hub gas price used to calculate the variable commodity charges under the relevant LNG sales contract.
As a result, changes in the price of feed gas will impact our operating margins. In addition, there may be differences between the actual price we pay for feed gas and the Henry Hub gas price used to calculate the variable commodity fees under the relevant LNG sales contract.
Our operating margins would be affected by any such differences. 142 Table of contents
Our operating margins would be affected by any such differences. 131 Table of contents
We do not enter into investments for trading or speculative purposes. We generally invest our cash in investments with short maturities or with frequent interest reset terms. Accordingly, our interest income fluctuates with short-term market conditions. As of December 31, 2024 and December 31, 2023, our investment portfolio consisted of $1.5 billion and $3.4 billion, respectively.
We do not enter into investments for trading or speculative purposes. We generally invest our cash in investments with short maturities or with frequent interest reset terms. Accordingly, our interest income fluctuates 130 Table of contents with short-term market conditions. As of December 31, 2025 and 2024, our investment portfolio consisted of $340 million and $1.5 billion, respectively.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk As of December 31, 2024, our exposure to market risk for changes in interest rates related primarily to the Calcasieu Pass Credit Facilities, the Plaquemines Credit Facilities and our investment portfolio.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk As of December 31, 2025, our exposure to market risk for changes in interest rates related primarily to our variable rate debt and our investment portfolio. The Company's credit facilities, accrued interest at term SOFR, plus an applicable margin.
For the years ended December 31, 2024 and 2023, a hypothetical 100 basis point increase in interest rates would have increased our interest cost by $26 million and $12 million, respectively.
As of December 31, 2025 and 2024, we had hedges targeting between 50% to 97% of our variable rate debt. For the years ended December 31, 2025 and 2024, a hypothetical 100 basis point increase in interest rates would have increased our interest cost by $42 million and $26 million, respectively.
The Calcasieu Pass Credit Facilities and the Plaquemines Credit Facilities accrued interest at term SOFR, plus an applicable margin. 140 Table of contents Therefore, fluctuations in interest rates will impact our consolidated financial statements. A rising interest rate environment will increase the amount of interest paid on these loans.
Therefore, fluctuations in interest rates will impact our consolidated financial statements. A rising interest rate environment will increase the amount of interest paid on these loans. We entered into interest rate hedge arrangements to manage our interest rate exposure under the Company's credit facilities.
Removed
We entered into interest rate hedge arrangements to manage our interest rate exposure under the Calcasieu Pass Credit Facilities, and the Plaquemines Credit Facilities.
Removed
As of December 31, 2024 and December 31, 2023, we had hedges targeting 97% of our variable rate debt for the Calcasieu Project and 80% of our variable rate debt for both phases of the Plaquemines Project.