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Venture Global Inc

For the period ended Dec 31, 2024. Filed Mar 6, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 6, 2025

VG$11.80+2.3%Stored close · as of Nov 9, 2026

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Glossary of Key Terms

Unless otherwise indicated or the context otherwise requires, as used in this Form 10-K:

Bcf means billion cubic feet;

Bcf/d means billion cubic feet per day;

Bcf/yr means billion cubic feet per year;

bolt-on expansion liquefaction capacity means the incremental capacity that can be generated by our projects as a consequence of potential expansions to our existing or planned projects;

Calcasieu Funding means Calcasieu Pass Funding, LLC;

Calcasieu Holdings means Calcasieu Pass Holdings, LLC;

Class A common stock means our Class A common stock, par value $0.01 per share, entitled to one vote per share;

COD means the commercial operations date, which is the first day of commercial operations at a project or a phase of a project, as applicable, as specifically defined in the relevant post-COD SPAs, and which does not occur unless and until: (i) all of the facilities comprising the relevant project, or phase thereof, have been completed and commissioned, including any ramp up period, (ii) the project or phase thereof is capable of delivering LNG in sufficient quantities and necessary quality to perform all of its obligations under such post-COD SPAs, and (iii) the applicable project company has notified the customer under the post-COD SPAs;

commercial operations means the production period commencing after the occurrence of COD at a project or a phase of a project, as applicable;

commissioningor commissioning phase means, with respect to our LNG projects, the phase of development where our facilities undergo certain required performance and reliability testing, which includes (i) the sequential start-up and testing of certain key equipment (e.g., liquefaction trains) as it is installed during construction and (ii) the testing and tuning of the full integrated LNG project after all key equipment and modules have passed their individual performance tests;

commissioning cargos means the LNG cargos produced by us during the commissioning phase of an LNG project, which commences once a project produces its first quantities of LNG and ends once a project, or phase thereof, achieves COD. Proceeds from the sale of commissioning cargos are recognized in our financial statements as a reduction to the cost basis of construction in progress until assets are placed in service from an accounting perspective, the timing of which may differ from COD. After assets are placed in service from an accounting perspective, the proceeds are recognized through revenue;

Company means Venture Global, Inc., but not its subsidiaries;

CP Express means Venture Global CP Express, LLC;

CP2 means Venture Global CP2 LNG, LLC;

CP3 means Venture Global CP3 LNG, LLC;

CP3 Express means Venture Global CP3 Express, LLC;

Delta means Venture Global Delta LNG, LLC;

Delta Express means Venture Global Delta Express, LLC;

DOE means the United States Department of Energy;

DPUmeans delivered at place unloaded, which, with respect to LNG SPAs, requires the seller to deliver and unload LNG at one or more designated destinations;

EIS means Environmental Impact Statement;

EPCmeans engineering, procurement and construction;

EPCM means engineering, procurement, and construction management, which entails certain supervision, management, and co-ordination of EPC and other construction interface work;

excess capacity orexcess LNGmeans the amount of LNG that is produced by our liquefaction facilities that is in excess of the nameplate capacity;

FERC means the Federal Energy Regulatory Commission;

FID means the final investment decision with respect to the development of a project or a phase thereof, which, with respect to an LNG project, requires that the project has secured (i) all of the debt and equity financing arrangements necessary to fully construct, commission, and operate such project or phase thereof and (ii) all of the necessary permits to construct, operate, and export LNG;

FOB means free on board which, with respect to LNG SPAs, requires the seller to deliver and load LNG onto the buyer’s LNG tankers at the seller’s export terminal;

FTA means a free trade agreement;

Gator Express means Venture Global Gator Express, LLC;

Henry Hub means the final settlement price (in $ per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin;

IPOmeans our initial public offering of Class A common stock, par value $0.01 per share, that we completed on January 27, 2025;

Legacy VG Partners means Venture Global Partners, LLC;

liquefaction train ortrain means a liquefaction production unit that cools natural gas to a liquid state;

LNG means liquefied natural gas, or methane, supercooled to -260°F and converted into a liquid state, which reduces it to 1/600 th of its original volume, enabling large quantities of natural gas to be loaded and shipped by LNG tankers;

LNG Commissioning Sales Agreements means short-term sales agreements under which commissioning cargos are sold at prevailing market prices when executed;

MMBtu means million British thermal units;

mtpa means million tonnes per annum, which is a common unit of measurement for annual LNG production;

MW means one million watts, a unit of power;

nameplate capacity means, unless the context otherwise requires, the conservative measure of LNG production capability, based on vendor guaranteed LNG output of each of our facilities;

natural gas means any hydrocarbons that are gaseous at standard temperature and pressure;

NYSE means the New York Stock Exchange;

peak production capacity means the total combined amount of LNG that our liquefaction facilities are anticipated to produce, which is the sum of such facility’s expected nameplate capacity and excess capacity (or excess LNG);

post-COD SPA means an SPA for the sale and purchase of LNG after COD has occurred for a particular project or phase thereof;

Pre-IPO Stockholders means VG Partners and each other holder of shares of our common stock outstanding immediately prior to consummation of our IPO;

regasification means the process of heating LNG to convert it from a liquid to gaseous state after the LNG is offloaded from an LNG carrier;

SPAor LNG SPAmeans LNG sales and purchase agreement;

stick-built means a traditional labor-intensive construction method where raw materials, parts and components are delivered to site for on-site fabrication, assembly and construction by very large workforces;

Stock Split means the approximately 4,520.3317-for-one forward stock split of our Class A common stock, which we effected in connection with our IPO;

TBtu means trillion British thermal units;

TCP means TransCameron Pipeline, LLC;

total contracted revenue means, as of a particular date, the sum, for the remainder of the term for all of our post-COD SPAs then in effect, of (i) the volume weighted average of the fixed facility charge component for all such post-COD SPAs for each project or project phase, multiplied by the contracted volumes for all such post-COD SPAs for the applicable project or project phase, in each case adjusted for inflation (assuming that 17.5% of the fixed facility charge component increases by 2.5% annual inflation every year following the first full year after COD), and (ii) the lifting revenue that would be earned for all such post-COD SPAs, assuming, for illustrative purposes only, all volumes contracted under each such post-COD SPA are lifted at an assumed Henry Hub gas price per MMBtu of $4.00 per MMBtu, in each case using a conversion factor of MMBtu to mtpa of 52. See Item 1 A.—Risk Factors—Risks Relating to Our Business—Total contracted revenue is based on certain assumptions and is presented for illustrative purposes only and actual sales under our SPAs may differ materially from such illustrative operating results;

Trigger Date means the first time at which either (i) VG Partners and its permitted transferees, collectively, no longer beneficially own more than 50% of the combined voting power of our outstanding common stock entitled to vote generally in the election of directors, or (ii) we fail to qualify as a “controlled company” (or similar) under the applicable stock exchange rules;

TRIR means total recordable incident rate;

Venture Global, we, our, us or similar terms mean Venture Global, Inc. and its subsidiaries, collectively;

VG Commodities means Venture Global Commodities, LLC;

VG Partners means Venture Global Partners II, LLC, our controlling shareholder;

VGCP means Venture Global Calcasieu Pass, LLC;

VGLNG or Venture Global LNG means Venture Global LNG, Inc.; and

VGPL means Venture Global Plaquemines LNG, LLC.

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