Venture Global Inc

Part A —Report of Independent Registered Public Accounting Firm

Our auditors are Ernst & Young LLP. Their PCAOB ID number is 00042.

Part B —Financial statements

To the Shareholders and Board of Directors of Venture Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Venture Global, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020.

Tysons, VA

March 6, 2025

(in millions, except share information)

(in millions, except per share information)

(a) See Note 20 – Earnings per Sharefor further discussion regarding the weighted average number of shares of common stock outstanding.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

Note 1 - The Company

Venture Global, Inc. ("Venture Global") is a Delaware corporation formed by the managing members of Venture Global Partners II, LLC ("VG Partners") on September 19, 2023. As used in these consolidated financial statements, unless the context otherwise requires, references to the "Company," "we," "us," and "our" refer to Venture Global (or Legacy VG Partners, as applicable, and as defined and explained below) and its consolidated subsidiaries.

The Company sells LNG and is engaged in the development, construction, and operation of natural gas liquefaction and export facilities in North America ("LNG projects"). Each LNG project includes a liquefaction facility and export terminal and one or more associated pipelines that interconnect with several interstate and intrastate pipelines for delivery of natural gas into the associated liquefaction facility and export terminal. Below is a summary of the Company's current LNG projects.

The Company is also engaged in the acquisition and operation of LNG tankers to deliver its LNG to customersand ispursuing opportunities to secure LNG regasification capacity. In addition, the Company is engaged in the development and construction of pipeline infrastructure projects to establish complementary gas transportation for its development projects.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The consolidated financial statements include the accounts of Venture Global and its controlled subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The financial results and other information included in these consolidated financial statements for periods prior to the Reorganization Transactions are reflective of Legacy VG Partners, except for earnings per share.

On January 27, 2025, the Company effectuated an approximately 4,520.3317-for-one forward stock split (the "Stock Split") of its Class A common stock in connection with its IPO which was completed on January 27, 2025. All Class A common stock share and per share amounts in these consolidated financial statements have been retroactively adjusted to reflect the impact of the Stock Split. See Note 25 – 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 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 which represented a change in reporting entity. The NCI Acquisition was accounted for as a change in Venture Global's ownership interest in a subsidiary within equity on a prospective basis. Prior to the 2023 Merger, Venture Global, as a standalone entity, had no operations, and no assets or liabilities. The financial results and other information included in these consolidated financial statements for periods prior to the Reorganization Transactions were applied on a retrospective basis and are reflective of Legacy VG Partners, except for earnings per share. Historical earnings per share was calculated based on the 4,520.3317-for-one exchange ratio of the 2.0 billion shares of Venture Global's Class A common stock issued to VG Partners in exchange for 100% of the Legacy VG Partners equity interests in connection with the 2023 Merger. The shares issued as part of the NCI Acquisition are included in earnings per share prospectively from the date of the Reorganization Transactions. See Note 20 – Earnings per Share for further discussion.

Variable interest entities

Entities in which the Company has variable interests ("VIEs") are consolidated when the Company is determined to be the primary beneficiary. See Note 8 – Equity Method Investmentsfor further discussion.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and in the accompanying notes. While management believes that the estimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates.

Concentration of credit risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of derivative instruments and accounts receivable related to the Company's LNG sales contracts. Additionally, the Company maintains cash balances at financial institutions, which may at times be in excess of federally insured levels. The Company has not incurred credit losses related to these cash balances to date.

The use of derivative instruments exposes the Company to counterparty credit risk, or the risk that a counterparty will be unable to meet its commitments. Exposure to credit risk is limited to the amounts, if any, by which the counterparty's obligations under the derivative contracts exceed the obligations of the Company to the counterparty. The Company mitigates this exposure by minimizing counterparty concentrations, entering into master netting arrangements and generally entering into interest rate swaps with large multinational financial institutions. The Company does not believe there is a material risk of counterparty non-performance.

The Company is dependent on its customers’ creditworthiness and their willingness to perform under their respective agreements. See Note 23 – Segment Information for additional details about the Company's customer concentration.

Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The carrying values of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued and other liabilities approximate fair value due to their short-term maturities. The Company applies the fair value measurement guidance to financial assets and liabilities included in the cash and cash equivalents, derivative assets, noncurrent derivative assets, accrued and other liabilities and other noncurrent liabilities line items on the consolidated balance sheets. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation approaches used to measure fair value. In determining fair value, the Company prioritizes the use of observable market data when available. Assets and liabilities are categorized within the fair value hierarchy based upon the lowest level of input that is significant to the fair value measurement:

•Level 1: Quoted prices in active markets for identical assets or liabilities

•Level 2: Inputs other than quoted prices in active markets that are directly or indirectly observable for the asset or liability

•Level 3: Inputs that are not observable in the market

Transfers between Level 2 and Level 3 result from changes in the significance of unobservable inputs used to determine fair value and are recognized as of the beginning of the reporting period in which they occur. For further discussion, see Note 13 – Fair Value Measurements.

Cash and cash equivalents

The Company considers money market funds, commercial paper and all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Restricted cash

The Company holds certain financial instruments that are restricted as to withdrawal and use under the terms of certain contractual arrangements. These amounts are presented separately from cash and cash equivalents on the consolidated balance sheets. For further discussion, see Note 3 – Restricted Cash.

Revenue recognition

The Company recognizes revenue when it transfers control of promised goods or services to its customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Revenue from the sale of LNG is recognized at the point in time when the LNG is delivered to the customer at the agreed upon LNG terminal which is the point when legal title, physical possession and the risks and rewards of ownership transfer to the customer. Each individual molecule of LNG is viewed as a separate performance obligation. The stated contract price, including both fixed and variable components, is representative of the stand-alone selling price for LNG at the time the contract was negotiated. Payment terms are within 30 days after the LNG is delivered.

Proceeds from the sale of test LNG generated during the early commissioning of an LNG project ("test LNG sales") are determined based on estimates of LNG production generated from commissioning activities and recognized as a reduction to the cost basis of construction in progress until assets are placed in service in accordance with the accounting guidance.

Accounts receivable

Accounts receivable are reported net of any current expected credit losses. Current expected credit losses consider the risk of loss based on counterparty credit worthiness, past events, current conditions and reasonable and supportable forecasts. There were no allowances for credit losses as of December 31, 2024 or 2023.

Inventory

Inventory consists of LNG inventory, LNG inventory in-transit, spare parts and materials, and vessel fuel for the Company's LNG tankers and is recognized at the lower of weighted average cost and net realizable value. LNG inventory and LNG inventory in-transit include all costs incurred directly for the production of LNG. LNG inventory and LNG inventory in-transit are recognized as cost of sales, or as part of the cost basis of construction in progress if associated with test LNG sales, when transferred to the customer. Spare parts and materials are charged to operating and maintenance expense as they are consumed.

Property, plant and equipment

Property, plant and equipment are recognized at cost, less accumulated depreciation. Certain assets undergo a commissioning process during which LNG is produced and sold as test LNG. Prior to being placed in service in accordance with the accounting guidance, net margin from test LNG sales, including sale proceeds and costs of production, are treated as a reduction of construction in progress. Depreciation is calculated using the straight-line depreciation method over the estimated useful life of the asset. The terminal assets are depreciated on a straight-line basis over the shorter of their estimated useful life or the lease term of the land to which they are affixed. Management tests property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable.

Construction in progress

Construction in progress represents the accumulation of project development costs and construction costs primarily related to the construction of the Company's capital projects. The Company capitalizes project development costs once construction of the relevant project is considered probable. Interest and other related costs incurred on debt obtained for construction of property, plant and equipment are capitalized over the shorter of the construction period or related debt term. Costs incurred for the purchase of major equipment components of probable capital projects are recognized as construction in progress upon the Company receiving or taking ownership of the equipment. No depreciation expense is recognized on construction in progress until the relevant assets are completed and placed in service in accordance with the accounting guidance.

Advance equipment and construction payments

Advance equipment and construction payments represent amounts paid to suppliers for certain major equipment components of capital projects that have yet to be delivered, advances toward the purchase of an LNG tanker where title of the tanker does not transfer to the Company until the date of delivery, amounts paid to contractors for services not yet performed, and equipment procured prior to a relevant project being deemed probable of construction or completion and that have an alternative use. Pursuant to the terms of certain agreements, the Company is required to make payments in accordance with defined milestone payment schedules as related progress milestones are completed by the respective supplier or contractor. The construction and equipment supplier agreements also contain various terms including retainage, performance bonuses, and liquidated damages that impact the amount and timing of the recognition of the related costs. Prior to the Company receiving or taking ownership of the asset, payments are capitalized to advance equipment and construction payments at the time consideration is paid or becomes payable. The amounts are transferred to construction in progress once services are performed or the related asset is received or ownership is taken by the Company.

Project development costs

Generally, the costs incurred to develop the Company's projects are treated as development expenses until management concludes that construction and completion of the relevant project is probable. These costs primarily include professional fees associated with early engineering and design work, costs of securing necessary regulatory approvals and permits, and other preliminary investigation and development activities related to the projects. Management's probability conclusion for projects is primarily based on the achievement of, or ability to achieve, certain critical project development milestones, including, where appropriate, receipt of the appropriate regulatory approvals and permits, entering into LNG sales contracts with respect to an adequate amount of the anticipated nameplate capacity, securing equipment and construction contracts and securing adequate financing arrangements.

Generally, costs that are capitalized during the preliminary stage of development include land acquisition costs, certain environmental credits, leasehold improvement costs necessary for preparing the facilities for their intended use, and direct costs of construction-related activities incurred with third parties. This includes costs that are directly identifiable for the early procurement of equipment that is probable of being acquired prior to a relevant project being deemed probable of construction or completion and that has an alternative use.

For further discussion of the Company's property, plant and equipment, see Note 6 – Property, Plant and Equipment.

Leases

The Company determines if an arrangement is, or contains, a lease at inception of the arrangement. When an arrangement is, or contains, a lease, the Company classifies the lease as either an operating lease or a finance lease. Operating and finance leases are recognized on the consolidated balance sheets as lease liabilities, representing the obligation to make future lease payments, and right-of-use assets, representing the right to use the underlying assets for the lease term. Operating and finance lease liabilities and right-of-use assets are generally recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate in the lease, if readily determinable. In the absence of a readily determinable implicit interest rate, the Company discounts its expected future lease payments using the lessee's incremental borrowing rate. The incremental borrowing rate is an estimate of the interest rate that a lessee would have to pay to borrow on a collateralized basis over a similar term to that of the lease term. Lease and non-lease components of our marine vessels are combined in calculating the right-of-use asset and lease liability. Options to renew a lease are included in the lease term and recognized as a part of the right-of-use asset and lease liability only to the extent they are reasonably certain to be exercised. Adjustments to lease payments due to changes in a variable index are treated as variable lease costs and recognized in the period in which they are incurred.

Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized as the amortization of the right-of-use assets on a straight-line basis and the interest on lease liabilities using the effective interest method over the lease term. Leases with an initial term of 12 months or less are not recognized on the consolidated balance sheets and are expensed on a straight-line basis. For further discussion, see Note 7 – Leases.

Deferred financing costs

Deferred financing costs represent debt issuance costs incurred in connection with working capital facilities and term loans which have not yet been fully drawn. Deferred financing costs are amortized on a straight-line basis to interest expense over the availability period of the working capital facility or undrawn term loans. Once a term loan is fully drawn, its associated unamortized deferred financing costs are reclassified to a contra-liability in long-term debt, net on the consolidated balance sheets and are amortized to interest expense using the effective interest method over the remaining term of the debt.

Equity method investments

Investments in non-controlled entities in which the Company has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method of accounting. In applying the equity method of accounting, investments are initially recognized at cost, and subsequently adjusted for the Company's proportionate share of earnings, losses and distributions. The Company utilizes the cumulative earnings approach to determine whether distributions received from equity method investees are returns on investment or returns of investment. These investments are recognized as equity method investments on the Company's consolidated balance sheets. For further discussion, see Note 8 – Equity Method Investments.

Rights-of-way

The Company obtains perpetual rights to construct, operate and maintain its pipelines on land owned or bodies of water controlled by third parties. The costs to obtain these rights are capitalized as indefinite-lived intangible assets in other noncurrent assets on the consolidated balance sheets. No amortization is recognized on these assets, as the rights-of-way are perpetual in nature.

Derivative instruments

The Company reflects all contracts that meet the definition of a derivative, except those designated and qualifying as normal purchase and normal sale ("NPNS"), as either assets or liabilities on the consolidated balance sheets at fair value. Changes in the fair value of derivative instruments are recognized in earnings as cost of sales or gain (loss) on interest rate swaps, unless the Company elects to apply hedge accounting and meet the specified criteria in ASC 815, Derivatives and Hedging. The Company designates derivative instruments based on all available facts and circumstances.

The Company enters into interest rate swap agreements to mitigate volatility arising from changes in interest rates and does not utilize derivatives for trading or speculative purposes. Derivative instruments are recognized at fair value on the consolidated balance sheets.

Changes in fair value of derivative instruments designated as cash flow hedges are recognized in accumulated other comprehensive loss ("AOCL") until the hedged transaction affects earnings, at which time the deferred gains and losses are reclassified to earnings. Cash flows associated with derivatives hedging capitalized interest and designated as cash flow hedges are classified as investing activities in the consolidated statements of cash flows unless the derivatives contain an other-than-insignificant financing element at inception, in which case the associated cash flows are classified as financing activities. Cash flows of the Company's derivatives which are not designated as hedging relationships are classified as operating activities in the consolidated statements of cash flows. Derivative assets and liabilities are presented net on the consolidated balance sheets when a legally enforceable master netting arrangement exists with the counterparty. For further discussion, see Note 12 – Derivatives.

The Company discontinues hedge accounting on a prospective basis if the derivative is no longer expected to be highly effective as a hedge, if the hedged transaction is no longer probable of occurring, or if the Company de-designates the instrument as a cash flow hedge. Any gain or loss in AOCL at the time of de-designation is reclassified into earnings in the same period the hedged transaction affects earnings unless the underlying hedged transaction is probable of not occurring, in which case, any gain or loss in AOCL is reclassified into earnings immediately.

The Company evaluates all of its financial instruments to determine if such instruments are freestanding derivatives or if they contain features that qualify as embedded derivatives. If an instrument contains more than one embedded feature that warrants separate accounting, those embedded features are bundled together as a single, compound embedded derivative that is bifurcated and accounted for separately from the host contract. Embedded derivatives are presented in the same line item of the consolidated balance sheets as their host contracts. Embedded derivatives are initially recognized at fair value and marked to market at each balance sheet date with changes in fair value recognized in loss on embedded derivatives on the consolidated statements of operations. For further discussion see Note 13 – Fair Value Measurements.

Accounts payable and Accrued and other liabilities

The Company recognizes invoiced amounts from operating and construction vendors as accounts payable on the consolidated balance sheets. Accrued and other liabilities on the consolidated balance sheets primarily represent amounts owed to the Company's vendors but not yet invoiced, accrued interest, accrued compensation costs and accrued dividends and distributions. For further discussion, see Note 9 – Accrued and Other Liabilities.

Asset retirement obligations

The Company recognizes a liability at fair value for an asset retirement obligation ("ARO") when the legal obligation to retire the asset has been incurred (i.e., as the asset is being constructed) and a reasonable estimate of fair value can be made. The ARO liability is classified as other noncurrent liabilities on the consolidated balance sheets with a corresponding increase to the carrying amount of the related long-lived asset. AROs are periodically adjusted to reflect changes in the estimated present value of the obligation resulting from revisions to the estimated timing or amount of the expected future cash flows. Upon settlement of the obligation, the Company eliminates the liability and, based on the actual cost to retire, may incur a gain or loss. For further discussion, see Note 10 – Asset Retirement Obligations.

Redeemable stock of subsidiary

Redeemable stock of subsidiary on the consolidated balance sheets represents third-party interests in the net assets of the Company's subsidiary, Calcasieu Pass Funding, LLC ("CP Funding"), resulting from the issuance of the Redeemable Preferred Units, as defined and discussed in Note 17 – Redeemable Stock of Subsidiary. The third-party has the right to redeem its interests for cash upon the occurrence of events not solely within the Company's control, therefore the redeemable stock of subsidiary is classified outside of permanent equity, as mezzanine equity, on the consolidated balance sheets. The balance is carried at its current redemption value as adjusted by the contractually stated distribution amount that is recognized in each reporting period as net income attributable to redeemable stock of subsidiary on the consolidated statements of operations.

Non-controlling interests

Non-controlling interests on the consolidated balance sheets represent the portion of net assets in consolidated subsidiaries that are not owned by the Company. This includes the VGLNG Series A Preferred Shares and the Calcasieu Pass Holdings Convertible Preferred Units (as defined and discussed in Note 18 – Non-Controlling Interests). Non-controlling interests are recognized as a separate component of equity on the consolidated balance sheets and are adjusted, as applicable, by the amount of earnings or other comprehensive income (loss) attributable to the non-controlling interests, distributions and changes in ownership interest. A change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Losses are attributed to the non-controlling interests even when the non-controlling interests’ basis has been reduced to zero.

Operating expenses

Cost of sales is comprised of the direct cost of producing LNG recognized as revenue. It includes the cost of purchasing and transporting natural gas used in the production of LNG, also known as feed gas, and excludes depreciation and amortization, shown separately on the consolidated statements of operations. Cost of sales also includes changes in the fair value of the Company's natural gas supply contracts that are recognized as derivative instruments.

Operating and maintenance expense primarily includes non-capitalizable costs directly associated with the operation and maintenance of the Company's projects, including personnel costs, the cost of spares and consumables used in maintenance, land lease expense, ARO accretion expense, certain legal costs and project-related information technology costs. Operating and maintenance expense also includes costs associated with operating the Company's LNG tankers including maintenance costs, fuel, and costs to crew the tankers.

General and administrative expense consists primarily of costs not directly associated with the operations or development of the Company's projects, such as the Company's corporate support functions including executive management, information technology (except for direct project-related IT costs that are included in operating and maintenance expense), human resources, legal, and finance.

Development expense primarily includes costs incurred to develop a project prior to management's conclusion that construction and completion of that project is probable and that are not otherwise recoverable in other projects or for resale as well as construction stage costs that are not capitalizable including certain legal costs. These expenses consist primarily of engineering and design expenses and other development related expenses to the extent these costs cannot be capitalized.

Stock-based compensation

The Company accounts for stock-based compensation using the fair value method. The grant-date fair value attributable to stock options is calculated based on the Black-Scholes option-pricing model and is amortized on a straight-line basis to expense over the vesting period of the award. Forfeitures are recognized as they occur. For further discussion, see Note 19 – Stock-Based Compensation.

Income taxes

Prior to the Reorganization Transactions, the Company was treated as a partnership for income tax purposes. As a result, the entity incurred no U.S. federal or state tax liability, and the taxable income of the Company was reported on the tax returns of the managing members. However, certain of its subsidiaries were subject to federal, state, local and foreign corporate income taxes. With the closing of the Reorganization Transactions, the Company is treated as a corporation for income tax purposes. The change in the tax status of the Company did not have a material impact on its income taxes.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines income tax assets and liabilities based on the differences between the financial statement and income tax basis for assets and liabilities using the enacted statutory tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rate on deferred income tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company’s accounting policy for releasing the income tax effects from AOCL occurs on a portfolio basis.

A valuation allowance is provided for deferred income taxes if it is more-likely-than-not these items will either expire before the Company is able to realize their benefits or if future deductibility is uncertain. Additionally, the Company evaluates tax positions under a more-likely-than-not recognition threshold and measurement analysis before the positions are recognized for financial statement reporting. For further discussion, see Note 14 – Income Taxes.

Earnings per share

Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all potentially dilutive securities, including stock options outstanding. For further discussion, see Note 20 – Earnings per Share.

Note 3 – Restricted Cash

The following table summarizes the components of restricted cash (in millions):

(a)Associated with pre-commercial operations LNG sales and restricted to use at the Calcasieu Project.

(b)Restricted to the payment of construction and commissioning costs for the Plaquemines Project.

(c)Associated with debt service reserves for the Calcasieu Project.

(d)Restricted to the payment of equipment costs for a pipeline development project.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in millions):

Note 4 – Revenue from Contracts with Customers

The majority of the Company's nameplate liquefaction capacity produced after an LNG project reaches commercial operations will be sold under long-term 20-year SPAs ("post-COD SPAs"). In this context, "commercial operations" represents the production period commencing after the occurrence of the commercial operations date ("COD") of the relevant project or phase thereof as specifically defined in the relevant SPAs. Under each post-COD SPA, COD does not occur unless and until: (i) all 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 the post-COD SPA, and (iii) the applicable project company has notified the customer.

LNG produced prior to the relevant project or phase thereof reaching COD is sold under short-term sales agreements ("LNG Commissioning Sales Agreements") at prevailing market prices when executed. LNG Commissioning Sales Agreements are contracted with customers through either the Company's LNG projects or its shipping business. The Company has not yet declared COD for any of the Company's LNG projects or phases thereof, and accordingly, LNG revenue recognized during the years ended December 31, 2024, 2023 and 2022, was earned under LNG Commissioning Sales Agreements.

Under the Company's LNG sales agreements, LNG may be transferred to the customer on delivery terms including FOB or DPU. When LNG is sold on terms other than FOB, transportation costs incurred by the Company are considered to be fulfillment costs and are not separate performance obligations within the arrangement. The majority of the Company's post-COD SPAs are sold FOB.

The following table summarizes the disaggregation of revenue earned from contracts with customers (in millions):

LNG revenue

The Company has entered into numerous contracts for the sale of LNG to third-party customers. The Company's customers generally purchase LNG for a price which includes a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG indexed to Henry Hub. The fixed fee component under the Company's post-COD SPAs is the amount payable to it regardless of a cancellation or suspension of LNG cargo deliveries by the customers. The variable fee component is the amount generally payable to the Company only upon delivery of LNG, plus all future adjustments to the fixed fee for inflation. Sales under LNG Commissioning Sales Agreements and post-COD SPAs also include variable consideration for contingent penalties or fees which may be due from the Company, and if so, could result in the significant reversal of revenue. Estimates for penalties or fees are recognized as a reduction to the transaction price until the future significant reversal of revenue is no longer probable of occurring or once the uncertainty is resolved.

Transaction price allocated to future performance obligations

Because many of the Company's sales contracts have long-term durations, the Company is contractually entitled to significant future consideration which it has not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price, including variable consideration, that is allocated to performance obligations that have not yet been satisfied, excluding all performance obligations that are part of contracts that have an expected duration of one year or less (dollar amounts in billions):

(a) A portion of the transaction price is based on the forecasted Henry Hub index as of period end.

Significant judgments were made when estimating the transaction price allocated to future performance obligations. These include the best estimate of when the Company's respective projects will reach COD and the post-COD SPAs will commence, which is currently expected to occur on April 15, 2025 for the Calcasieu Project and in 2026 and 2027 for the first and second phases of the Plaquemines Project, respectively, and the most likely amount of variable consideration to which the Company expects to be entitled upon the resolution of certain ongoing disputes with customers. These disputes are with various Calcasieu Project post-COD SPA customers who are asserting that the Calcasieu Project is delayed in declaring COD under the respective SPAs. These disputes are subject to aggregate liability limitations of $1.6 billion under the SPAs. Certain of the Company's customers are also disputing whether the liability limitations in the Company's SPAs are applicable, and therefore are claiming damages, including amounts in excess of the liability limitations. The Company's estimates of variable consideration exclude decreases to the transaction price for these contingent penalties based on the Company's best estimate of the most likely outcome of these disputes. The Company expects this variability to be resolved in 2025 and 2026 upon the conclusion of various arbitration proceedings.

Note 5 – Inventory

The following table summarizes the components of inventory (in millions):

Note 6 – Property, Plant and Equipment

The following table presents the components of property, plant and equipment, net (in millions) and their estimated useful lives (in years):

(a) Subject to an $84 million mortgage with a first priority interest in the property.

(b) Includes finance lease assets. See Note 7 – Leasesfor further discussion.

(c) Includes $10.6 billion of property, plant and equipment restricted to use at wholly-owned consolidated VIEs as of December 31, 2023. These entities were no longer VIEs as of December 31, 2024.

In July 2024, the Company acquired the remaining equity ownership interests in the Astra Companies. The purchase of the Astra Companies was recognized prospectively as an asset acquisition of two LNG tankers, Venture Gator and Venture Bayou. See Note 8 – Equity Method Investments for further discussion.

During the year ended December 31, 2024, a portion, $11.4 billion, of the Plaquemines Project's property, plant and equipment were placed in service in accordance with the accounting guidance. The Plaquemines Project remains under construction and additional efforts are required for the facility to demonstrate sufficient reliability at nameplate capacity and achieve commercial operations as defined under the applicable contracts. Costs associated with these efforts will be either capitalized or expensed in accordance with the applicable accounting guidance.

The following table presents depreciation expense recognized on the Company's consolidated statements of operations (in millions):

Note 7 – Leases

The Company's operating leases consist primarily of leased land, LNG tankers, and office space and facilities. The Company's finance leases consist primarily of leased marine vessels and a bridge.

The following table presents the line item classification of the Company's right-of-use assets and lease liabilities on the Company's consolidated balance sheets (in millions):

The following table presents the line item classification of the Company's lease costs (in millions):

(a)Presented in the various line items within operating expenses, consistent with the nature of the asset under lease.

Future annual minimum lease payments for operating and finance leases as of December 31, 2024 are as follows (in

millions):

The following table presents the weighted-average remaining lease term (in years) and the weighted-average discount rate for the Company's operating leases and finance leases:

Note 8 – Equity Method Investments

The following table presents the Company's equity method investment ownership interests and carrying values (dollar amounts in millions):

(a)Excludes the carrying value of entities that are consolidated as of December 31, 2024. See Note 6 – Property, Plant and Equipment for further discussion.

Astra Companies

In July 2024, the Company completed the acquisition of the full equity ownership interests in the Astra Companies through a series of transactions for a total purchase price of $560 million. Prior to the acquisition, the Astra Companies were VIEs in which the Company was not the primary beneficiary since it lacked the power to make significant decisions. See Note 6 – Property, Plant and Equipmentfor further discussion.

Kagami Companies

In 2023, the Company began acquiring equity interests in Project Kagami 1 Limited ("Kagami 1") and Project Kagami 2 Limited ("Kagami 2," and together with Kagami 1, the "Kagami Companies"). The Kagami Companies are VIEs in which the Company is not the primary beneficiary since it lacks the power to make significant decisions. The Kagami Companies will each purchase one LNG tanker, which are expected to be delivered in 2025. The Company has future commitments to increase its investment in the Kagami Companies by $251 million to fund construction of the LNG tankers, which are subject to conditions precedent that have not yet been satisfied.

Note 9 – Accrued and Other Liabilities

Components of accrued and other liabilities included (in millions):

Note 10 – Asset Retirement Obligations

The following table summarizes the components of the Company's asset retirement obligations (in millions):

Note 11 – Debt

The following table summarizes the Company's outstanding debt (dollar amounts in millions):

(a)Refer below for the rates associated with the respective variable debt instruments.

(b)Issued at 100.167% of par.

(c)Issued at 99.661% of par.

(d) In July 2024, the Company fully prepaid the remaining principal outstanding under the Plaquemines Equity Bridge Facility.

The aggregate contractual annual maturities for outstanding debt as of December 31, 2024 are as follows (in millions):

VGLNG Senior Secured Notes

In July 2024, VGLNG issued a series of 7.000% senior secured notes due 2030 in an aggregate principal amount of $1.5 billion (the "VGLNG 2030 Notes"). The VGLNG 2028 Notes, VGLNG 2029 Notes, VGLNG 2030 Notes, VGLNG 2031 Notes, and VGLNG 2032 Notes are collectively referred to as the "VGLNG Senior Secured Notes." The VGLNG Senior Secured Notes are secured on a pari passu basis by a first-priority security interest in substantially all of the existing and future assets of VGLNG and the future guarantors, if any. In addition, VGLNG has pledged its membership interests in certain material direct subsidiaries as collateral to secure its obligations under the VGLNG Senior Secured Notes. VGLNG may redeem all or part of the VGLNG Senior Secured Notes at specified prices set forth in the respective governing indenture agreements, plus accrued interest, if any, as of the date of the redemption.

VGCP Senior Secured Notes

The VGCP 2029 Notes, VGCP 2030 Notes, VGCP 2031 Notes, and VGCP 2033 Notes are collectively referred to as the "VGCP Senior Secured Notes." The obligations of VGCP under the VGCP Senior Secured Notes are guaranteed by TCP and secured on a pari passu basis by a first-priority security interest in the assets that secure the Calcasieu Pass Credit Facilities. VGCP may redeem all or part of the VGCP Senior Secured Notes at specified prices set forth in the respective governing indenture agreements, plus accrued interest, if any, as of the date of the redemption.

Credit Facilities

Below is a summary of the Company's committed credit facilities outstanding as of December 31, 2024 (in millions):

(a)The obligations of VGCP as the borrower are guaranteed by TCP and secured by a first-priority lien on substantially all of the assets of VGCP and TCP, as well as all of the membership interests in those companies.

(b)The obligations of VGPL as the borrower are guaranteed by Gator Express and secured by a first-priority lien on substantially all of the assets of VGPL and Gator Express, as well as all of the membership interests in those companies.

Debt covenants

The Company's debt instruments contain certain customary affirmative and negative covenants that among other things, limit the Company's ability to incur additional indebtedness, create liens, dispose of assets, or pay dividends, distributions or other restricted payments. The Calcasieu Pass Credit Facilities and the Plaquemines Credit Facilities both include a financial covenant that requires the borrower to maintain a historical debt service coverage ratio of at least 1.15:1 as of the end of any fiscal quarter following the first term loan repayment date. As of December 31, 2024, each of the Company's issuers was in compliance with all covenants related to their respective debt obligations.

The Calcasieu Project and the Plaquemines Project are restricted from making distributions under the agreements governing their respective indebtedness generally until, among other requirements, they have established the appropriate reserves and historical and projected debt service reserves. The restricted net assets of the Company's consolidated subsidiaries was approximately $9.7 billion as of December 31, 2024.

Interest expense on debt

The following table presents the total interest expense incurred on the Company's debt and other instruments (in millions):

Note 12 – Derivatives

The Company has entered into interest rate swaps to mitigate its exposure to variability in interest payments associated with certain variable rate debt. None of the Company's interest rate swaps has been designated as cash flow hedges as of December 31, 2024 and 2023.

The following table summarizes the Company’s outstanding interest rate swaps (dollar amounts in millions):

(a)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at their fair values in May 2029.

(b)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at their fair values in August 2026.

(c)Represents a weighted-average fixed rate based on the maximum notional.

Natural gas supply contracts

The Company has entered into natural gas forward purchase contracts for the supply of feed gas to the Calcasieu Project and the Plaquemines Project ("natural gas supply contracts"). Those natural gas supply contracts not designated or qualifying as NPNS are recognized as either derivative assets or liabilities and measured at fair value. The Company did not designate any natural gas supply contracts executed in the fourth quarter of 2024 as NPNS. This resulted in a cumulative mark-to-market net gain on natural gas supply contracts of $3 million for the year ended December 31, 2024. None of the Company's natural gas supply contracts has been designated as hedges as of December 31, 2024 and 2023.

The following table summarizes the Company's outstanding natural gas supply contracts (notional amount in millions of MMBtus):

The following table summarizes the fair value (in millions) and classification of the Company's derivatives on the consolidated balance sheets:

The following table presents the pre-tax effects of the Company's derivative instruments recognized in AOCL and earnings (in millions):

Approximately $15 million is expected to be reclassified from AOCL as a reduction to earnings within the next twelve months.

The following table presents the gross and net fair value of the Company's outstanding derivatives (in millions):

Credit-risk related contingent features

The interest rate swap agreements contain cross default provisions whereby if the Company were to default on certain indebtedness, it could also be declared in default on its derivative obligations and may be required to net settle the outstanding derivative liability positions with its counterparties. As of December 31, 2024, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. The aggregate fair value of the Company's interest rate swap derivative instruments with credit-risk related contingent features in a net liability position was $3 million as of December 31, 2024.

Natural gas supply contracts

Certain natural gas supply contracts contain credit-risk-related contingent features which stipulate that if the Company's credit ratings were to change, it could be required to provide additional collateral. As of December 31, 2024, the Company would not be required to post any collateral related to these contracts if the credit-risk-related contingent features were triggered, as the delivery of the underlying commodity had yet to commence. The aggregate fair value of the Company's natural gas supply contracts with credit-risk related contingent features in a net liability position was $16 million as of December 31, 2024.

Note 13 – Fair Value Measurements

The following table presents the Company's financial assets and liabilities measured at fair value on a recurring basis and indicates their levels within the fair value hierarchy (in millions):

(a)Included in cash and cash equivalents on the consolidated balance sheets.

(b)Included in derivative assets and noncurrent derivative assets on the consolidated balance sheets.

(c)Included in accrued and other liabilities and other noncurrent liabilities on the consolidated balance sheets.

The fair values of the Company's interest rate swaps are classified as Level 2 and determined using a discounted cash flow method that incorporates observable inputs. The fair value calculation includes a credit valuation adjustment and forward interest rate curves for the same periods of the future maturity dates of the interest rate swaps. For further discussion, see Note 12 – Derivatives.

Level 3 unobservable inputs

The Company values its natural gas supply contracts using an income or options-based approach. This incorporates present value techniques using a risk free rate of return, observable forward commodity price curves, and other significant unobservable inputs. Significant unobservable inputs include implied forward curves at illiquid delivery locations and, if an option pricing model is used, volatility assumptions derived from observed historical market data adjusted for evolving industry conditions and market trends as of the balance sheet date as well as counterparty credit risk adjustments.

Due to the uncertainty surrounding these inputs, certain natural gas supply contracts are classified as Level 3 in the fair value hierarchy. Changes in these inputs can have a significant impact on the valuation of the Company's commodity derivatives, which can result in a significantly higher or lower estimated fair value. For further discussion, see Note 12 – Derivatives.

The following table includes quantitative information for the unobservable inputs for the Company's Level 3 natural gas supply contracts as of December 31, 2024:

The following table sets forth a reconciliation of changes in the fair value of the Company's derivative instruments measured at fair value on a recurring basis using Level 3 inputs (in millions) as of December 31, 2024. There were no derivative instruments measured at fair value using Level 3 inputs as of December 31, 2023.

Other financial instruments

The following table presents the fair value of the Company's outstanding debt instruments in the consolidated balance sheets (in millions):

(a) Carrying value approximates estimated fair value.

Note 14 – Income Taxes

The Company is a taxpayer in multiple jurisdictions within the U.S. The Company is also a taxpayer in certain international jurisdictions due to its operations outside the U.S.

Income tax expense consisted of the following (in millions):

The following is a reconciliation of the statutory federal income tax rate to the effective tax rate:

Significant components of deferred tax assets and liabilities are included in the table below (in millions):

As of December 31, 2024, the Company had accumulated federal net operating loss carryforwards of $6.7 billion with an indefinite carryforward period. As of December 31, 2024, the Company also had accumulated state net operating loss carryforwards of approximately $3.9 billion, of which $42 million will expire by 2037. Utilization of these net operating losses may be limited when there is an ownership change as defined by Section 382 of the Internal Revenue Code. As of December 31, 2024, the Company did not believe any of its net operating losses were limited under these rules. As of December 31, 2024, the Company had accumulated tax credit carryforwards of $7 million, all of which will expire by 2044.

Net operating losses may also be limited when there is a separate return limitation year (“SRLY”). These rules generally limit the use of net operating loss carryforwards to the amount of taxable income that the net operating loss-producing entity contributes to the consolidated group's taxable income. Net operating losses subject to the SRLY rules may also be subject to Section 382 limitations. Of the $6.7 billion federal net operating loss carryforward as of December 31, 2024, $42 million is currently subject to the SRLY rules.

The Company maintains a valuation allowance against its federal deferred tax assets related to its SRLY tax attributes and its state deferred tax assets for which it continues to believe the more-likely-than-not recognition threshold has not been met. The Company's valuation allowances increased by $37 million during the year ended December 31, 2024 to $133 million as of December 31, 2024. This increase was primarily due to state valuation allowance activity.

The Company had $9 million of unrecognized tax benefits as of December 31, 2024, all of which would favorably affect the effective income tax rate, if recognized. It is possible that the ultimate outcome of future examinations may exceed the Company's provision for current unrecognized tax benefits.

The Company remains subject to examination of its U.S. federal and state income tax returns for the tax years ended 2020 through 2024. Tax authorities may have the ability to review and adjust carryover tax attributes that were generated prior to these periods. As of December 31, 2024, VGLNG and CP Holdings, subsidiaries of the Company, were under exam by the Internal Revenue Service for the 2022 tax year.

The Organization for Economic Co-operation and Development (“OECD”) introduced pillar two of the "base erosion and profit shifting" rules ("BEPS Pillar 2") that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted legislation to be effective as early as January 1, 2024, with general implementation of a global minimum tax by January 1, 2025. The Company does not expect the implementation of these rules to have a material impact on its financial statements. The Company is continuing to evaluate the potential impact on its consolidated financial statements, as further guidance becomes available.

Note 15 – Commitments and Contingencies

The following is a schedule of the Company's future minimum commitments as of December 31, 2024 (in millions):

Natural gas supply

The Company has entered into natural gas forward purchase contracts for the supply of feed gas to the Calcasieu Project and the Plaquemines Project. The Company intends to take physical delivery of the contracted quantities through October 2031, at a purchase price indexed to the Henry Hub price for natural gas. The Company has designated a portion of the natural gas forward contracts as NPNS transactions exempted from derivative accounting treatment.

Firm transportation agreements

The Company has entered into long-term natural gas firm transportation service agreements with various interstate pipeline companies to secure the natural gas transportation requirements for the Calcasieu Project and the Plaquemines Project through April 2045 and August 2046, respectively.

LNG tankers

The Company has entered into shipbuilding agreements for the construction of five LNG tankers, excluding commitments for the Company's equity method investments discussed in Note 8 – Equity Method Investments. The LNG tankers will be used to provide shipping capabilities to the Company's LNG projects upon their deliveries beginning in July 2025.

Litigation

The Company is involved in certain claims, suits, and legal proceedings in the normal course of business. The Company accrues for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. There can be no assurance that these accrued liabilities will be adequate to cover all existing and future claims or that the Company will have the liquidity to pay such claims as they arise.

Where no accrued liability has been recognized, it is reasonably possible that some matters could be decided unfavorably to the Company. This could require the Company to pay damages or make expenditures in amounts that could be material but could not be estimated as of December 31, 2024.

In October 2024, the Company received a final award related to arbitration with one of its construction contractors regarding certain disputes under a construction contract. As a result of this final award, the Company recognized $162 million as property, plant and equipment on the consolidated balance sheet as of December 31, 2024. See Note 4 – Revenue from Contracts with Customers, for further discussion of the disputes with customers.

Note 16 – Equity

On January 27, 2025, the Company effectuated an approximately 4,520.3317-for-one forward stock split of its Class A common stock, par value $0.01. The consolidated financial statements have been retrospectively adjusted to reflect the impact of the Stock Split. See Note 25 – Subsequent Events, for further discussion.

Dividends

In September 2024, the Company's board of directors declared the payment of cash dividends to the Company's holders of the Company's outstanding common stock in an aggregate amount of $160 million that will be paid on a pro rata basis 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 Company paid $80 million of cash dividends to its common stockholders.

Reorganization Transaction

During the year ended December 31, 2022, the Company's consolidated subsidiary, VGLNG, repurchased 55,000 shares of its Series B common stock and 23,700 shares of its Series C common stock for $1.4 billion. This was recognized as a $1.0 billion and $0.4 billion reduction to members’ capital and non-controlling interests, respectively. In addition, 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. This was recognized as a $1.2 billion and $0.4 billion reduction to stockholders' equity and noncontrolling interests, respectively.

In September 2023, in connection with the Reorganization Transactions, Venture Global completed the 2023 Merger

whereby Legacy VG Partners merged with and into Venture Global, with VG Partners receiving 2.0 billion shares of Venture Global's Class A common stock in exchange for its equity interests in Legacy VG Partners.

In addition, as part of the Reorganization Transactions, the VGLNG non-controlling shareholders holding 84,272 shares of VGLNG's Series C common stock received 381 million shares of Venture Global's Class A common stock, in a 4,520.3317-for-one exchange, after giving effect to the Stock Split.

Upon completion of the Reorganization Transactions in September 2023, all shares of VGLNG's Series A, Series B and Series C common stock were owned and subsequently retired by the Company, resulting in a $2.0 billion reduction to retained earnings.

Authorized shares

The Company had 1 million shares of preferred stock, 4.5 billion shares of Class A common stock and 1 million shares of Class B common stock authorized for issuance as of December 31, 2024 and December 31, 2023. In connection with the Company's IPO in January 2025, the Company amended and restated its certificate of incorporation and revised the number of shares authorized for issuance to 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. Refer to Note 25 – Subsequent Events for further discussion.

Note 17 – Redeemable Stock of Subsidiary

In August 2019, the Company issued nine million redeemable preferred units in CP Funding with an initial face value of $100 per preferred unit (the "Redeemable Preferred Units"). The Redeemable Preferred Units are redeemable at the Company's option or, following the eighth anniversary of the date of issuance, to the extent the Company has available cash as defined within CP Funding's ownership agreement. The Redeemable Preferred Units have an aggregate liquidation preference of $900 million plus accrued or paid-in-kind distributions and an additional premium if liquidation occurs during the first six years after the date of issuance or if redemption occurs during years four through six after the date of issuance. The Redeemable Preferred Units are not convertible to common units or any other classes of interests and have no voting rights, except with respect to certain matters that require approval from the holders of the Redeemable Preferred Units.

The Redeemable Preferred Units pay cumulative, quarterly distributions at an initial rate of 10.0% per annum. Distributions can be paid in cash or in-kind by increasing the face value of the Redeemable Preferred Units. The distribution rate increases by 0.5% upon the eighth anniversary of the date of issuance and every six months thereafter up to a maximum rate of 15.0% per annum. Distributions paid in-kind following COD for the Calcasieu Project are subject to an additional 1.0% distribution.

The Redeemable Preferred Units are carried at their redemption value and presented as redeemable stock of subsidiary on the consolidated balance sheets. The following table summarizes the change in redeemable stock of subsidiary on the consolidated balance sheets (in millions):

(a)Presented as net income attributable to redeemable stock of subsidiary on the consolidated statements of operations.

Note 18 – Non-Controlling Interests

VGLNG Series A Preferred Shares

In September 2024, VGLNG issued three million shares of 9.000% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the “VGLNG Series A Preferred Shares”) for gross proceeds of $3.0 billion. The Company incurred $105 million of costs in connection with the issuance which were recognized as a reduction to the offering proceeds.

The VGLNG Series A Preferred Shares are not convertible or exchangeable for any other securities or property and have no voting rights, aside from those required by law. The VGLNG Series A Preferred Shares are perpetual and have no maturity date. The VGLNG Series A Preferred Shares may only be redeemed at the option of the Company, in whole or in part, on one or more occasions at any time after September 30, 2029 (the "First Reset Date") and in certain other circumstances prior to the First Reset Date. The VGLNG Series A Preferred Shares have a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends.

The annual dividend rate on the VGLNG Series A Preferred Shares is 9.000% from the issuance date to, but excluding, the First Reset Date. On and after the First Reset Date, the dividend rate on the VGLNG Series A Preferred Shares will equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 1.00%), plus a spread of 5.44% per annum. Cumulative cash dividends on the VGLNG Series A Preferred Shares are payable semiannually, in arrears commencing on March 30, 2025, when, and if, declared by the VGLNG Board of Directors. As of December 31, 2024, the accumulated but undeclared dividends were $68 million, or $22.75 per VGLNG Series A Preferred Share.

VGLNG common stock

During the year ended December 31, 2023, and prior to the Reorganization Transactions, VGLNG entered into agreements to repurchase 5,000 shares of its Series B and 81,896 shares of its Series C common stock for $1.6 billion. To reflect this change in ownership interest, the Company recognized decreases of $1.2 billion and $0.4 billion in stockholders' and members’ equity and non-controlling interests, respectively.

CP Holdings

In August 2019, CP Holdings issued four million convertible preferred units in CP Holdings with an initial face value of $100 per preferred unit (the "Convertible Preferred Units"). The Convertible Preferred Units are convertible into Class B common units of CP Holdings based on a prescribed conversion ratio. Conversion is automatic upon COD of the Calcasieu Project, or, at the option of the holder of the Convertible Preferred Units, upon liquidation or change of control in CP Holdings or its subsidiaries. On a liquidation or change of control event, the holder of the Convertible Preferred Units also has the option to redeem the Convertible Preferred Units at the aggregate liquidation preference of $400 million plus accrued distributions.

The Convertible Preferred Units pay a cumulative quarterly distribution at an initial rate of 10.0% per annum recognized as net income attributable to non-controlling interests. Distributions can be paid in cash or in-kind by increasing the face value of the Convertible Preferred Units prior to conversion. The distribution rate increases by 0.5% upon the eighth anniversary of the date of issuance and every six months thereafter up to a maximum rate of 15.0% per annum. The conversion ratio of the Convertible Preferred Units was approximately 23% of CP Holdings'

total outstanding common units as of December 31, 2024.

The following table summarizes the changes in the Convertible Preferred Units (in millions):

Note 19 – Stock-Based Compensation

In connection with the Reorganization Transactions, on September 25, 2023, the Company adopted the 2023 Stock Option Plan, as amended on November 14, 2024 (the "2023 Plan"), which replaced the 2014 Stock Option Plan (the "Predecessor Plan"). Upon the adoption of 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 on a one-for-one basis, or 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 the Company'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. Upon its adoption, the 2023 Plan provided for the issuance of approximately 429 million shares, after giving effect to the Stock Split, of the Company's Class A common stock. As noted below, no further awards may be granted under the 2023 Plan.

In connection with the Company's IPO in January 2025, its board of directors and stockholders approved the adoption of the Venture Global, Inc. 2025 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), under which its employees may receive equity incentive compensation, including stock options, restricted stock units and other awards in the future. As of the effectiveness of the Omnibus Incentive Plan in January 2025, all shares that remained available for issuance under the 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. See Note 25 – Subsequent Events for further discussion.

Stock option activity

A summary of stock-based compensation activity for the year ended December 31, 2024 is presented below (in millions, except per share information or unless otherwise stated):

The Black-Scholes fair value of the stock options granted during the years ended December 31, 2024, 2023 and 2022 was determined using the following assumptions:

(a)Computed using the simplified method based on the mid-point between the vesting and contractual terms since the Company did not have sufficient historical information to estimate the expected life.

(b)The risk-free rate is based on U.S. Treasury bonds issued with similar maturity dates to the expected life of the grant.

(c)Expected volatility is based on a weighted measure of historical, implied and expected volatility of comparable companies in the Company's industry sector.

(d)No dividends had been declared or were expected to be declared as of the date grant.

The options granted during the years ended December 31, 2024, 2023 and 2022, were granted at exercise prices equal to the fair market value of VGLNG's Series A common stock or Venture Global's Class A common stock, as applicable, on the respective grant dates. The options have a 10-year term and vest in equal quarterly installments over a four-year service period, subject to continued service through each vesting date. The weighted average grant-date fair value of options granted during the years ended December 31, 2024, 2023 and 2022 were $2.98, $1.90, and $1.37, respectively.

The classification of stock-based compensation expense by line item in the Company's consolidated statements of operations is as follows (in millions):

During the years ended December 31, 2024 and 2023, the Company paid $29 million and $152 million, respectively, to settle a subset of fully vested options. The cash settlement did not constitute a modification of the awards or result in additional stock-based compensation expense. No similar activity occurred during the year ended December 31, 2022.

A tax benefit of $6 million and $28 million related to stock-based compensation expense was recognized during the years ended December 31, 2024 and 2023. No income tax benefit related to stock-based compensation expense was recognized during the year ended December 31, 2022.

As of December 31, 2024, there remained $24 million of total unrecognized compensation cost related to non-vested stock-based compensation grants. The Company expects this expense to be recognized over a weighted-average period of approximately 1.5 years.

Note 20 – Earnings per Share

The following table sets forth the computation of net income per share attributable to the Company's Class A common stock outstanding (in millions, except share and per share amounts). The number of weighted average shares outstanding prior to the 2023 Merger were calculated based on the one-for-one exchange ratio of 2.0 billion shares of the Company's Class A common stock issued to VG Partners in exchange for 100% of the Legacy VG Partners members' equity interests in connection with the 2023 Merger (in millions, except dollar per share amounts):

Note 21 – Related Parties

The Company has a management services agreement with VG Partners. The Company incurred $7 million and $2 million in connection with this agreement during the years ended December 31, 2024 and 2023, respectively, which was recognized as general and administrative expense on the consolidated statements of operations.

Note 22 – Supplemental Cash Flow Information

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

Note 23 – Segment Information

The Company has multiple operating segments, including the Company's five LNG projects – the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project and the Delta Project – and its shipping and pipeline activities. Each LNG project operating segment includes activity of both the respective liquefaction facility and export terminal and the associated pipeline(s) that will supply the natural gas to that facility. The Company's chief operating decision maker ("CODM") is the Company's Chief Executive Officer. The CODM allocates resources, assesses performance and manages the business according to these operating segments. The Company's performance is evaluated based on income (loss) from operations of the respective segment.

The Company has three reportable segments, the Calcasieu Project, the Plaquemines Project, and the CP2 Project. The CP3 Project, Delta Project, and its shipping and pipeline activities are not quantitatively material for reporting purposes and as such, have been combined with corporate activities as corporate, other and eliminations.

Activities reported in corporate, other and eliminations include immaterial operating segments, costs which are overhead in nature and not directly associated with the LNG projects, shipping and pipeline activities, including certain general and administrative and marketing expenses, and inter-segment eliminations.

In December 2024, the Company adopted ASU 2023-07, Segment Reporting (Topic 280)on a retrospective basis. The following tables present financial information by segment, including significant segment expenses regularly provided to the CODM, and a reconciliation of the Company's segment income (loss) from operations to income before income tax expense on the consolidated statements of operations for the periods indicated (in millions):

The Company attributes revenues from external customers by selling location. The following tables present the geographic locations of revenue and long-lived assets for the periods indicated (in millions):

The following table presents the Company's revenue from individual external customers that were 10% or greater than total revenue:

(*)Less than 10%.

Note 24 – Recent Accounting Pronouncements

The following table provides a description of recently issued accounting pronouncements that have not yet been adopted by the Company as of December 31, 2024. Accounting pronouncements not listed below were assessed and determined to not have a material impact to the Company's consolidated financial statements.

Note 25 – Subsequent Events

On January 23, 2025, the 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 Company completed its IPO in which it issued and sold 70 million shares of Class A common stock, par value $0.01. The 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 Company’s registration statement for the IPO, and prior to the completion of the IPO, the 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 consolidated 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 Company's board of directors and stockholders adopted 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 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 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. See Note 19 – Stock-Based Compensation for further discussion of the 2023 Plan.

In connection with the IPO, the 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.