Venture Global Inc

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. 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 proceedingsand 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. 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 million with respect to alleged breaches of certain stock option grant agreements and related matters. 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. 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. 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. 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.

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. 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.

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. 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. 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. 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.

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. For more information, see Item 8.—Financial Statements and Supplementary Data—Note 15 – Commitments and Contingencies of this Form 10-K.