Venture Global Inc

(c) Financial Statement Schedules

Schedule I—Condensed Financial Information Financial Information of Venture Global, Inc.

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

Note 1 – Basis of presentation

The condensed financial statements represent the financial information required by the Securities and Exchange Commission Regulation S-X 5-04 for Venture Global, Inc. ("Venture Global" or "the Parent Company"). Venture Global was formed by the managing members of Venture Global Partners II, LLC ("VG Partners") on September 19, 2023.

On January 27, 2025, the Parent Company effectuated an approximately 4,520.3317-for-one forward stock split (the "Stock Split") of its Class A common stock following the effectiveness of the Parent Company's IPO which was completed on January 27, 2025. All Class A common stock share and per share amounts in these condensed financial statements have been retroactively adjusted to reflect the impact of the Stock Split. See Note 5 – Subsequent Eventsfor further discussion of the IPO.

Reorganization

In September 2023, Venture Global was party to certain reorganization transactions (the "Reorganization Transactions") whereby Legacy VG Partners, a then wholly-owned subsidiary of VG Partners and the controlling shareholder of VGLNG, merged with and into Venture Global (the "2023 Merger"), with VG Partners receiving 2.0 billion shares of Venture Global's Class A common stock, after giving effect to the Stock Split, in exchange for 100% of its equity interests in Legacy VG Partners. In connection with the Reorganization Transactions, the non-controlling VGLNG shareholders, holding 84,272 shares of VGLNG's issued and outstanding Series C common stock, received 381 million shares of Class A common stock of Venture Global, in a 4,520.3317-for-one exchange, after giving effect to the Stock Split, for their shares of VGLNG (the "NCI Acquisition"). All shares of Series A, Series B and Series C common stock of VGLNG were retired upon completion of the Reorganization Transactions in September 2023. No cash was exchanged as part of the Reorganization Transactions and Venture Global incurred $40 million of third-party transaction costs in connection with its formation and the issuance of its shares of Class A common stock.

The 2023 Merger was accounted for as a transaction between entities under common control. Prior to the 2023 Merger, Venture Global, as a standalone entity, had no operations and had no assets or liabilities. The financial results and other information included in the condensed financial statements for periods prior to the Reorganization Transactions were applied on a retrospective basis and are reflective of VG Partners.

In connection with the Reorganization Transactions, Venture Global adopted the 2023 Plan, which replaced the Predecessor Plan. Under the 2023 Plan, all options previously granted and then outstanding under the Predecessor Plan (representing options to purchase 86,664 shares of VGLNG's Series A common stock) were automatically converted, on a one-for-one basis, or a on a 4,520.3317-for-one basis after giving effect to the Stock Split, in accordance with and pursuant to the terms of the Predecessor Plan, into options to purchase shares of Venture Global's Class A common stock subject to the terms and conditions of the 2023 Plan. There were no other material differences between the terms and conditions of the 2023 Plan and the Predecessor Plan. The 2023 Plan provides for the issuance of approximately 429 million shares, after giving effect to the Stock Split, of Venture Global's Class A common stock. As noted in Note 5 – Subsequent Events, no further awards may be granted under the 2023 Plan.

In the condensed financial statements, the Parent Company's investment in subsidiaries are presented at the net amount attributable to Venture Global under the equity method of accounting. Under this method, the assets and liabilities of affiliates are not consolidated. The investments in net assets of the affiliates are reflected on the condensed balance sheets. The net income or loss from operations of the subsidiaries is reported in equity or loss in income of subsidiaries, excluding income or loss from non-controlling interests.

A substantial amount of Venture Global's operating, investing and financing activities are conducted by its affiliates. The condensed financial statements should be read in conjunction with Venture Global's consolidated financial statements.

Note 2 – Investment in Subsidiaries

During the year ended December 31, 2023, prior to the Reorganization Transactions, VGLNG repurchased 5,000 shares of its Series B common stock and 81,896 shares of its Series C common stock for $1.6 billion. VGLNG's repurchase of its outstanding common stock increased Venture Global's controlling interest in the subsidiary to 83.8% and was accounted for as an equity transaction. To reflect this change in ownership interest, the Parent Company recognized a $1.1 billion decrease to investment in subsidiaries for the year ended December 31, 2023.

After the Reorganization Transactions, Venture Global owned 100% of VGLNG. See Note 1 – Basis of presentation for further discussion.

Note 3 – Equity

On January 27, 2025, the Parent Company effectuated an approximately 4,520.3317-for-one forward stock split of its Class A common stock, par value $0.01. The condensed financial statements have been retrospectively adjusted to reflect the impact of the Stock Split. See Note 5 – Subsequent Events, for further discussion.

Authorized shares

The following table summarizes the number of shares of the Company's preferred stock and common stock authorized for issuance and outstanding by class, retroactively adjusted to reflect the impact of the Stock Split, as of December 31, 2024 and 2023 (in millions):

Dividends

In September 2024, the Parent Company's board of directors declared the payment of cash dividends to holders of the Parent Company's outstanding common stock in an aggregate amount of $160 million that will be paid on a pro rata basis to all holders of the Parent Company's outstanding common stock in four equal installments of $40 million over four consecutive calendar quarters on the last business day of each such calendar quarter, commencing on September 30, 2024. During the year ended December 31, 2024, the Parent Company paid $80 million of cash dividends to its common stockholders.

Note 4 – Supplemental Cash Flow Information

The following table sets forth supplemental disclosure of cash flow information (in millions):

Note 5 – Subsequent Events

On January 23, 2025, the Parent Company’s IPO was declared effective and its Class A common stock began trading on the New York Stock Exchange on January 24, 2025. On January 27, 2025, the Parent Company completed its IPO in which it issued and sold 70 million shares of Class A common stock, par value $0.01. The Parent Company received net proceeds of approximately $1.7 billion, net of underwriting discounts and commissions of $70 million and offering expenses of approximately $10 million.

Following the effectiveness of the Parent Company’s registration statement, and prior to the completion of the IPO, the Parent Company effectuated a 4,520.3317-for-one forward stock split of its Class A common stock. In addition, subsequent to the Stock Split and prior to the completion of the IPO, the total number of shares of Class A common stock held by VG Partners, approximately 1.97 billion shares, was converted into an equal number of shares of Class B common stock. The Class A common stock has one vote per share and the Class B common stock has ten votes per share. After the Stock Split, the par value of the Class A common stock remained at $0.01 per share. These condensed financial statements have been retrospectively adjusted to reflect the impact of the Stock Split of the Class A common stock.

Upon the effectiveness of the registration statement for the IPO, the Parent Company's board of directors and stockholders adopted the Venture Global, Inc. 2025 Omnibus Incentive plan (the “Omnibus Incentive Plan”), under which it granted stock options to purchase approximately 14 million shares of its Class A common stock with an exercise price of $25.00 per share to certain of its subsidiary's employees (the “IPO Grants”). The IPO Grants have a 10-year contractual term and vest in equal quarterly installments over a four-year period. The total number of shares of Class A common stock authorized for issuance under the Omnibus Incentive Plan, including the IPO grants, is approximately 172 million, and is subject to annual automatic evergreen increases thereafter. As of the effectiveness of the Omnibus Incentive Plan, all shares that remained available for issuance under the Parent Company’s 2023 Plan became available for issuance under the Omnibus Incentive Plan and no further equity awards will be granted under the 2023 Plan. Awards that remained outstanding under the 2023 Plan as of the effectiveness of the Omnibus Incentive Plan will remain outstanding under, and subject to the terms and conditions of, the 2023 Plan.

In connection with the IPO, the Parent Company amended and restated its certificate of incorporation which, among other things, authorized 200 million shares of preferred stock, 4.4 billion shares of Class A common stock and 3.0 billion shares of Class B common stock.