Venture Global, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 2, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-06.
0002007855-25-000010
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-02.
0002007855-26-000013
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 590 previous paragraphs and 578 current paragraphs.
397 unchanged; 152 reworded; 27 added; 38 removed; 3 previous and 2 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
Our ability to generate sales of LNG at each project or expansion thereof following COD, depends on our ability to successfully commence and maintain deliveries under our post-COD SPAs for such project or expansion, and also on our ability to produce and sell LNG in excess of the nameplate capacity of such project or expansion. We will not generate any revenues or operating cash flow under our post-COD SPAs, or from sales to third parties of excess LNG that is produced above the nameplate capacity of our LNG projects, until we have achieved COD for the relevant project. In addition, such revenues may be subject to increased volatility when compared to our long term post-COD SPAs if we choose to enter into any shorter term SPAs or if we choose to sell any LNG in excess of the nameplate capacity of our projects on a spot or short term basis.
Current report
In addition to our post-COD SPAs, we have also entered into certain Firm-start SPAs. Our ability to satisfy our obligations under such Firm-start SPAs following the applicable firm start dates will depend in part on our ability to produce sufficient LNG cargos, either before or after COD, or in excess of nameplate capacity. While we expect to produce sufficient LNG volumes prior to the start date of each Firm-start SPA, there can be no assurance that our projects or bolt-on expansions will not be delayed, in which case we may not produce sufficient LNG to meet our obligations under the relevant Firm-start SPAs.
Current report
Similarly, under certain SPAs for the sale of commissioning cargos and certain sales by VG Commodities, our customers pay a fixed fee or a fee based on an index other than Henry Hub (such as the TTF or JKM benchmarks), and in such cases our operating margins may be reduced in the event of an increase in the price at which we are required to purchase feed gas relative to the relevant fixed fee or alternate index, or in the event of a reduction in the price of the relevant index used to calculate the fee under the relevant SPA relative to the price at which we are required to purchase feed gas.
Current report
Natural gas producers may curtail or shut in production due to market, pricing or other conditions, which could reduce the availability of feed gas for our LNG facilities.
Current report
We depend on third-party natural gas suppliers to provide the natural gas necessary to operate our liquefaction facilities. Significant sustained declines in natural gas prices, oversupply in natural gas markets or crude, or materially adverse changes in the cost structure or profitability of upstream producers could cause producers to shut-in, curtail or reduce production from existing wells and defer or cancel planned drilling activity. Natural gas supply curtailments or shut-ins, whether due to low commodity prices, operational constraints, government actions, weather, or other market conditions, could limit the volume of natural gas available to us, and may significantly increase our feed gas costs, constrain our ability to operate our facilities at expected utilization levels, and have a material adverse effect on our business, financial condition, results of operations and future growth prospects.
Current report
In periods of low or volatile natural gas prices, producers may elect to reduce output from higher-cost wells or delay completion of drilled but uncompleted wells, which may lead to reduced supply in the natural gas markets where we obtain our feed gas. Such supply variability could, among other things, result in increased competition for available natural gas supplies and reduced reliability of delivery commitments from suppliers. Our inability to obtain sufficient natural gas on commercially reasonable terms, or at all, could adversely affect our relationships with our customers and counterparties, who rely on us to deliver contracted volumes of LNG.
Current report
Additionally, regulatory actions, pipeline infrastructure constraints, extreme weather events, or other force majeure occurrences affecting our supply regions could exacerbate upstream production curtailments and further limit the availability of natural gas. While we seek to mitigate these risks through long-term supply arrangements, portfolio diversification and pipeline connectivity, there can be no assurance that such measures will fully protect us from the effects of upstream production slowdowns or curtailments. Any prolonged or widespread reduction in upstream natural gas production could have a material adverse effect on our business, financial condition, results of operations and future growth prospects.
Current report
Certain metrics that we track and may present are illustrative and are subject to a number of assumptions, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
Current report
In addition, our project financing credit agreements require our projects to maintain certain historical debt service coverage ratios, respective to each project and upon achieving certain milestones.
Current report
In addition, the terms of the VGLNG Revolving Credit Facility require us to maintain a maximum total leverage ratio of no more than 6.00:1.00.
Current report
Upon the occurrence of an event of default under our existing and future indebtedness, our lenders and the holders of our debt securities could elect to accelerate all or a portion of our debt. A delay in COD of the Plaquemines Project or the CP2 Project beyond a certain deadline could also result in an event of default under the Plaquemines Credit Facilities, the CP2 Credit Facilities, or the CP2 EBL Facility, respectively.
Current report
On May 19, 2025, DOE issued its response to public comments on the 2024 LNG Export Study, concluding with detailed supporting analysis that LNG exports are consistent with the public interest. Since that date, DOE has issued a series of orders authorizing US LNG exports, including certain orders for our projects. Nevertheless, there can be no assurance as to DOE’s future policies, or the impact of those policies on our existing and future projects, including our related contracts.
Current report
We have other planned projects that have not yet received required authorizations from FERC or DOE. We have recently filed for, but not yet obtained, authorizations for certain projects such as Plaquemines Expansion Project and our requests to increase the authorized output of the existing Plaquemines Project and the CP2 Project without adding any new facilities. We have not yet made any filings to the FERC or DOE regarding any other future project or any expansions. As we proceed with our efforts to obtain regulatory approvals for such projects, we may face additional regulatory risks or delays from time to time as they are based on various factors outside of our control. There can be no assurance that regulatory risks or issues from FERC or other regulatory agencies will not interfere with our prevent our plans to develop these additional projects.
Current report
We are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. PHMSA has authority to impose administrative fines and penalties for violations of its safety standards, and such violations may also give rise to civil enforcement actions.
Current report
If we are unsuccessful in any current or potential future legal proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project and adversely impact the trading price of our Class A common stock.
Current report
We are involved, and may in the future become involved, in disputes and arbitration proceedings with the customers under our SPAs as described in more detail under Item 3.—Legal Proceedings. Certain of such claims have been denied or settled, but a number of such claims remain ongoing and in one instance the customer whose claim was denied in arbitration has filed a petition with the New York Supreme Court seeking to vacate the applicable arbitral award.
Current report
Our natural gas liquefaction and export projects face, and our future projects or expansions may face, significant operational risks.
Current report
For example, in 2024 Zachry Industrial, Inc., one of the joint owners of KZJV, LLC, the EPC contractor for the Plaquemines Project, filed for bankruptcy protection under Chapter 11 of the U.S. bankruptcy code. While Zachry Industrial, Inc. successfully emerged from Chapter 11 proceeding in 2025 and we were able to successfully mitigate most of the bankruptcy’s impacts to the construction of the Plaquemines Project, there can be no assurance that any future bankruptcies of any of our contractors will not have a material adverse impact on any of our ongoing projects. Any such future contractor bankruptcies could result in material delays or termination of any of our projects and could have a material adverse impact on our ability to complete such projects on our anticipated schedule and budget, or at all.
Current report
More generally, the regulatory approval process for many LNG and natural gas infrastructure projects has become increasingly slower and more difficult, due in part to federal, state and local concerns related to natural gas exploration and production, pipeline activities and associated environmental impacts, and increased opposition to the natural gas industry and related infrastructure. We have not yet obtained the requisite regulatory authorizations for all of our planned projects. For instance, additional authorizations are still required from FERC for the CP2 Project as we proceed with its construction and commissioning consistent with the terms and conditions in FERC’s authorization. Furthermore, while we have proposed to increase the authorized production capacity of both the Plaquemines and CP2 projects, neither FERC nor DOE has yet authorized those increases. Similarly, we only recently applied for authorizations for the Plaquemines Expansion Project. The requisite regulatory authorizations for all of these projects potentially may be delayed, conditioned, or even denied.
Current report
The delivery of newbuild LNG tankers to us could be delayed, not completed or cancelled, which could delay or eliminate our ability to optimize contracts with spot and term customers seeking delivered LNG and prevent us from realizing the anticipated benefits of operating our LNG tanker fleet. Deliveries may be delayed or cancelled due to, among other things, quality, warranty, or engineering issues, failure to meet contractual specifications, changes in governmental regulations or maritime standards, delays in equipment delivery by third-party suppliers, labor disruptions, shipyard capacity constraints, bankruptcy or liquidity issues of shipbuilders or sellers, political or economic disturbances in the country or region where vessels are constructed, weather or catastrophic events, shortages of construction materials such as steel, or our inability to satisfy payment or other contractual obligations. In addition, third parties from whom we charter LNG tankers may in the future fail to deliver vessels on time or at all, which could adversely affect our operations.
Current report
•ongoing and threatened arbitration proceedings with some of our customers;
Current report
The Middle East remains a critical region for global energy production and ongoing and escalating conflicts in the region—including armed hostilities involving Israel, Gaza, Iran and Iran-aligned groups in Lebanon and Gaza, including Hamas and Hezbollah—could adversely affect global energy markets. Such conflicts have resulted in, and could continue to result in, supply disruptions, damage to energy infrastructure, increased shipping and insurance costs, delays or rerouting of oil and gas cargos, heightened security risks, and increased volatility in oil and gas prices. Any material escalation or regional expansion of these conflicts could further disrupt global energy supply chains and trade flows and adversely affect market conditions relevant to our business.
Current report
Venezuela, a country estimated to hold the largest proven oil reserves in the world, has been subject to significant political, economic and social instability resulting from decades of underinvestment, infrastructure deterioration and the imposition of extensive international sanctions on its state-owned oil company. Recent events in Venezuela have raised the prospect of a potential increase in Venezuelan hydrocarbon production over the medium- to long-term. If such increased output were to materialize, the increase in oil supply could exert downward pressure on oil and other benchmark energy prices and alter regional supply dynamics, which in turn could affect global natural gas and LNG demand and prices.
Current report
In addition, the disruptions caused by the invasion of Ukraine, instability in the Middle East and Venezuela, and other geopolitical events have included, and may continue to include, political, social, and economic disruptions and uncertainties. Moreover, continued or escalating geopolitical conflicts, including those involving Russia, Ukraine, the Middle East and Venezuela, could contribute to sustained periods of elevated commodity price volatility (including material increases in certain commodity prices), shifting global supply patterns, reduced liquidity in energy markets and increased risk premiums in financial and commodity markets. Any prolonged, intensified or expanded conflict could materially disrupt international energy trade flows, constrain access to or the cost of imported energy and feedstock supplies, negatively impact demand for LNG and other energy commodities, and materially and adversely affect our competitive position, financial condition, results of operations and future growth prospects.
Current report
Certain policies and statements of the current Trump administration have given rise to uncertainty regarding the future of international trade agreements and the United States’ position on international trade. For example, in April 2025, the Trump administration announced broad reciprocal tariffs on imports from all countries. This included a 10% baseline tariff and higher country-specific tariffs, and resulted in some countries announcing additional retaliatory tariffs, or plans for retaliatory tariffs. While the U.S. Supreme Court issued a ruling against the
Current report
Moreover, various bilateral trade negotiations are ongoing and additional negotiations may take place, any of which could result in further changes to country-specific trade policies and tariffs. For example, the United States announced a framework trade deal in July 2025 pursuant to which certain European Union goods entering the United States would be subject to a 15% tariff, and the European Union would commit to make $750 billion of strategic energy purchases, covering oil, LNG and nuclear technology, during President Trump’s term in office. However, in February 2026, the European Parliament halted the ratification process in light of the U.S. Supreme Court ruling against the validity of tariffs and the subsequent tariffs announced by the Trump administration. There can be no assurance as to the outcome of any ongoing or additional negotiations, or as to the final terms of the trade deal with the European Union. The European Union is the largest provider of foreign-sourced equipment for our LNG construction projects by dollar value. Global economic uncertainty and any related reduction in economic activity or capital investment may slow growth in global GDP or lead to global recession. Accordingly, these tariffs and any retaliatory actions from other countries could have a material impact on our financial condition, results of operations and/or cash flows through reduced demand and competitiveness for both our long-term and short-term contract sales in countries that may be affected by those policies, and increased project costs for future imported equipment and materials.
Removed paragraphs (38)
Previous report
Our activities to date have included organizational efforts related to the development and construction of our projects and related assets, including but not limited to:
Previous report
• securing options to lease and leasing our project sites;
Previous report
• negotiating and planning with various contractors for the development and production of such sites;
Previous report
• negotiating and entering into construction contracts with construction contractors; and
Previous report
For example, VGCP notified all customers under the Calcasieu Project post-COD SPAs of the anticipated delay to COD, indicating that such delay constitutes aforce majeure event. As a result of such designation, the time period within which to achieve COD in such SPAs would be extended and such customers will not be entitled to terminate as a result of failure to designate COD until June 2025, at the earliest. All of such customers have questioned whether, and most have disputed in arbitration proceedings that, the delay constitutes aforce majeure event, and they could assert that they are entitled to terminate their SPAs because COD did not occur by March 2024.
Previous report
In addition, the CP2 Foundation SPAs include termination rights in favor of the customer and us if certain conditions precedent are not satisfied by us or waived by the customer by a certain date including that we receive all LNG export authorizations by that date. Because of the rehearing order issued by FERC on November 27, 2024 that required a supplemental environmental review and the delay in issuance of authorizations to proceed with construction on the CP2 Project until FERC issues a further merits order and the temporary pause on new authorizations of natural gas exports to Non-FTA Nations described under Item 1.—Business—Governmental Regulation—DOE Export Authorizations, some of our customers under the CP2 Foundation SPAs or we may elect to terminate such SPAs if the related conditions precedent are not satisfied by the applicable deadline. Such dates certain have passed in two of the CP2 Foundation SPAs and are upcoming in March 2025 in the remaining CP2 Foundation SPAs. Although most customers have agreed to extend their original deadlines until March 2025, we are negotiating extensions with all of the CP2 Foundation SPA customers. There can be no assurance that we will come to an agreement regarding an extension with such customers, and if we do not come to an agreement, either we or such customers may elect to terminate their respective SPA after the applicable grace period. Further, there can be no assurance that we will be able to secure any necessary extensions on similar terms with the CP2 Foundation SPA customers or at all if the future deadlines are not met in the event of further delays or otherwise.
Previous report
Total contracted revenue is based on certain assumptions and is presented for illustrative purposes only and actual sales under our SPAs may differ materially from such illustrative operating results.
Previous report
When completed, our natural gas liquefaction and export projects, including the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project, the Delta Project, and any future projects or expansions thereof we develop, may face significant operational risks.
Previous report
For example, the Plaquemines Project is being constructed pursuant to two integrated EPC contracts, one per phase, or the Plaquemines EPC Contracts, that VGPL entered into with KZJV, LLC, or KZJV, a limited liability company that is owned by Kellogg Brown & Root LLC, or KBR EPC Member, and Zachry Industrial, Inc., or Zachry Industrial. In May 2024, Zachry Industrial, along with Zachry Holdings, Inc., or Zachry Holdings, one of the parent guarantors under the Plaquemines EPC Contracts for the Plaquemines Project, and certain of their affiliates filed for bankruptcy protection under Chapter 11 of the U.S. bankruptcy code, or the Zachry Bankruptcy. In February 2025, Zachry Industrial and its affiliates had their Chapter 11 plan confirmed by the bankruptcy court. Although it is our understanding that KZJV, Zachry Industrial, and KBR EPC Member are committed to avoiding any disruption to the Plaquemines Project, and that Zachry Industrial has assumed the Plaquemines EPC Contracts following its bankruptcy proceedings, there can be no assurance that the Zachry Bankruptcy will not have a material adverse impact on the project. In addition, the Zachry Bankruptcy may result in the exercise of any applicable termination or step-in rights in connection with the KZJV limited liability company agreement and any related arrangements as well as disputes between KBR EPC Member and Zachry Industrial, or their parent guarantors, with respect to the KZJV joint venture and their respective obligations in connection with the Plaquemines EPC Contracts, which may adversely impact KZJV’s, its members’ or its parent guarantors’ willingness or ability to perform their respective contractual obligations in connection with the Plaquemines EPC Contracts and related parent guarantees. Such events may also constitute an event of default under the Plaquemines EPC Contracts. If KZJV is unable or unwilling to perform according to the negotiated terms and timetable of the Plaquemines EPC Contracts, we may decide to engage a substitute EPC contractor, which could result in material cost increases and/or delays in the ability of both phases of the Plaquemines Project to achieve commercial operations. There also can be no assurance that we would be able to enter into an EPC contract with any such substitute EPC contractor on similar terms, or at all. Further, the Zachry Bankruptcy resulted in an event of default under the related project financing for the Plaquemines Project. While the relevant lenders waived such event of default, there can be no assurance they would waive any further events of default that occur in the future, and the occurrence of any such further event of default, if not waived, would allow the lenders to accelerate such project financing and foreclose on the collateral securing such financing. Any of the foregoing could result in material delays or termination of the Plaquemines Project, and could have a material adverse impact on our ability to complete the Plaq…
Excerpt shortened here; the source contains the full paragraph.
Previous report
We currently expect that the remaining project costs to achieve COD for the Calcasieu Project will be funded with cash we hold in reserve accounts pursuant to our project financing arrangements, which is reflected as restricted cash in our financial statements. However, there is no assurance as to whether the amount of cash held in these accounts will be sufficient to complete the construction of the Calcasieu Project and achieve COD, including, for example as a result of any additional unforeseen costs related to ongoing repairs and replacements or an unsuccessful outcome of any of our pending legal proceedings. See —We will require significant additional capital to construct and complete certain of our projects, and we may not be able to secure such financing on time with acceptable terms, or at all, which could cause delays in our construction, lead to inadequate liquidity and increase overall costs and—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.
Previous report
The delivery of newbuild LNG tankers to us could be delayed, not completed or cancelled, which would delay or eliminate our ability to optimize contracts with spot and term customers seeking delivered LNG. The relevant shipbuilder or third-party seller could fail to deliver the newbuild LNG tankers or the relevant shipbuilding contract or acquisition agreement could be cancelled if the shipbuilder, the seller or we have not met certain obligations, including the failure to pay any remaining amounts required under such agreements. In addition, third-parties from whom we may charter LNG tankers may fail to deliver such LNG tankers to us, or such deliveries could be delayed. If delivery of any newbuild LNG tankers currently contracted to be acquired, or any LNG tanker we contract to charter on a third-party basis, or acquire or charter in the future, is materially delayed, it could adversely impact our business and we may not be able to realize the anticipated benefits of operating our LNG tanker fleet.
Previous report
Our receipt of newbuild LNG tankers could be delayed, cancelled or otherwise not completed because of, among other things, quality or engineering problems or failure to deliver the LNG tanker in accordance with the specifications, changes in governmental regulations or maritime self-regulatory organization standards, delays to delivery of equipment by third-party suppliers, work stoppages or other labor disturbances at the shipyard, bankruptcy or other financial or liquidity problems of the shipbuilder, a backlog of orders at the shipyard, political or economic disturbances in the country or region where the vessel is being built, weather interference or catastrophic events, shortages of or delays in the receipt of necessary construction materials, such as steel, and our inability to finance the purchase of the LNG tanker.
Previous report
Additionally, the final cost of the LNG tankers we have contracted to acquire could increase, pursuant to adjustment provisions included in the respective contracts. We may decide to raise additional capital to fund our remaining payment commitments pursuant to such contracts. Our ability to obtain financing that may be used to provide additional funding to cover all of the costs for our LNG tankers will depend, in part, on factors beyond our control. Accordingly, we may not be able to obtain financing on terms that are acceptable to us, or at all, which could impact our ability to make payments under our contracts to acquire LNG tankers when due. Any failure to make payments under any existing or future contracts to acquire LNG tankers could cause delays in the delivery of our newbuild LNG tankers or could result in an event of default under our contracts for the acquisition of LNG tankers. In addition, if we are unable to make any payments under our existing contracts to acquire LNG tankers when due, we may lose our rights to acquire such LNG tankers as well as our right to be refunded certain amounts already paid pursuant to the applicable contracts.
Previous report
•failures to supply due to scheduled or unscheduled maintenance; and
Previous report
•potential changes to cabotage laws which may affect the ability of our LNG tankers and subchartered third-party vessels to engage in coastwise trade.
Previous report
In addition, the credit agreement governing the Calcasieu Pass Credit Facilities requires VGCP to maintain a historical debt service coverage ratio of 1.15:1 for the 12-month period ending as of the end of any fiscal quarter. Analogous requirements apply to VGPL under the Plaquemines Credit Facilities when certain milestones are met.
Previous report
Our common equity interest in the Calcasieu Project will be diluted if we are unable to, or elect not to, pay certain distributions on the Holdings Preferred Units in cash.
Previous report
As of December 31, 2024, a third-party investor currently holds 100% of the preferred units, or Holdings Preferred Units, of Calcasieu Holdings, which is an indirect parent entity of the Calcasieu Project. We have the option to pay the distributions on the Holdings Preferred Units either in kind in the form of issuing additional Holdings Preferred Units, or Holdings PIK Units, or in cash. Upon COD at the Calcasieu Project, Holdings Preferred Units, including any Holdings PIK Units outstanding, will automatically convert into Class B common units of Calcasieu Holdings, or Class B Common Units. Assuming that we service all future distributions on the Holdings Preferred Units until COD in cash, we expect the Holdings Preferred Units to automatically convert into a number of Class B Common Units, equal to approximately 23% of the total outstanding common units of Calcasieu Holdings, or Holdings Common Units, reducing our common equity interest in the Calcasieu Project to approximately 77%. However, if we are unable to, or elect not to, make payments on the Holdings Preferred Units in cash, our common equity interest in the Calcasieu Project could be further diluted. While we expect to continue making distributions on the Holdings Preferred Units in cash, this is based on certain assumptions which could be affected by a number of factors beyond our control. In addition, we may enter into similar equity financing arrangements in the future with respect to our other projects, including bolt-on expansions thereof. Greater dilution of our common equity interest in the Calcasieu Project or any other project would decrease our control over the Calcasieu Project (or such other project) and the amount of cash distributions that we receive from the Calcasieu Project (or such other project), which may have a material adverse effect on our business, financial condition, cash flows and results of operations.
Previous report
Upon the occurrence of an event of default under our existing and future indebtedness, our lenders and the holders of our debt securities could elect to accelerate all or a portion of our debt. A delay in COD of the Calcasieu Project or Phase 1 or 2 of the Plaquemines Project beyond a certain deadline could also result in an event of default under the Calcasieu Pass Credit Facilities or the Plaquemines Credit Facilities, respectively, and/or certain investors exercising step-in rights to control, directly or indirectly, certain of our subsidiaries and the Calcasieu Project.
Previous report
Furthermore, under the Calcasieu Pass Credit Facilities if the Calcasieu Project does not satisfy certain conditions, including commencing commercial operation and completing a required lenders' reliability test, by a specified date certain (currently June 1, 2025), an event of default under the Calcasieu Pass Credit Facilities will occur.
Previous report
While we have received the applicable approvals from the Office of Fossil Energy and Carbon Management of the DOE authorizing the export of domestically produced LNG for the nameplate capacity as well as excess capacity up to the current permitted liquefaction capacity for the Calcasieu Project and the Plaquemines Project, our requests to increase the authorized export volumes from both projects to reflect an increased peak output have been granted only with respect to exports to FTA Nations while the requests with respect to Non-FTA Nations remain pending. Similarly, DOE has authorized LNG exports from the CP2 Project only to FTA Nations while our non-FTA application for that project remains pending. We have not yet made filings to the DOE regarding the export of any natural gas from the CP3 Project or the Delta Project. Moreover, we have not made any filings with DOE with respect to any of the potential bolt-on expansion opportunities at any of our projects.
Previous report
In January 2024, the Biden administration announced a temporary pause on new authorizations of natural gas exports to Non-FTA Nations while the DOE conducts studies to update its analyses regarding whether the exports are “not inconsistent with the public interest” to consider the latest available information regarding macro-economic impacts, domestic energy prices, potential GHG, climate or other environmental effects, and national security implications.
Previous report
The FERC issued its order authorizing the CP2 Project in June 2024. In July 2024, a group of opponents composed mostly of environmental groups filed a request for rehearing of the FERC authorization, raising a number of challenges to the FERC authorization. In a notice issued on August 29, 2024, FERC denied rehearing by operation of law. Project opponents consisting of numerous environmentalist organizations and certain individuals filed petitions for review of FERC’s authorization order with the US Court of Appeals for the D.C. Circuit on September 4, 2024. FERC denied a motion for stay of its authorization order on October 1, 2024. The D.C. Circuit denied a similar request for stay filed by project opponents on November 8, 2024, and established a schedule providing for briefing through April 2025.
Previous report
On November 27, 2024, FERC issued an order on rehearing that generally rejected the arguments opposing the CP2 Project and noted that it remains confident in the authorization order, but decided to partially “set aside” its prior analysis of the cumulative air impacts of emissions of nitrogen dioxide (NO 2) and particulate matter less than 2.5 micrometers (PM 2.5) and to prepare a supplemental Environmental Impact Statement concerning that topic and to address it along with certain other air quality issues in a future order. FERC also announced that, due to its initiation of supplemental environmental review, it will not issue authorizations to proceed with construction until FERC issues a further merits order. In response to FERC’s order on rehearing, the D.C. Circuit on December 13, 2024, granted an unopposed motion by FERC to hold the appeal in abeyance, which will delay briefing of the D.C. Circuit appeal. On February 7, 2025, FERC issued a draft supplemental Environmental Impact Statement, concluding that the project will have no significant cumulative air quality impacts and that all its previous environmental conclusions remain unchanged. Public comments on the draft Environmental Impact Statement are due by March 31, 2025, and FERC’s schedule provides for the Final Environmental Impact Statement to be issued by May 9, 2025. We may face additional regulatory risks from time to time as they are based on various factors outside of our control. There can be no assurance that we will not face additional regulatory risks from FERC, including as a result of additional supplemental environmental impact reviews in the future.
Previous report
In addition to the appeal, construction of the CP2 Project will be subject to ongoing oversight and needed additional authorizations by FERC in accordance with the terms and conditions of the CP2 Project FERC order.
Previous report
While we have already begun to submit implementation plans for that purpose, FERC has not yet authorized any on-site construction as of the date of this Form 10-K. There can be no assurance as to the timing of FERC’s further merits order or authorizations from FERC for any on-site construction, and as a result there can be no assurance as to when we will be able to commence on-site construction for the CP2 Project.
Previous report
Opposition to our projects from environmental groups and other advocates may increase and strengthen over time. As noted above, opponents of the CP2 Project have both sought rehearing of and appealed the FERC authorization of the project. Those entities likely will continue to oppose the CP2 Project and its regulatory authorizations, including its export authorization for Non-FTA Nations. Any appeal of or litigation relating to our permits or approvals may delay the development of our natural gas liquefaction and export facilities. There can be no assurance that any opposition, appeals or other litigation, which may be entered after the granting of authorization by FERC (as in the existing appeal) or DOE (once it issues the non-FTA authorization), will not be successful or not delay our ability to develop the CP2 Project, the CP3 Project or the Delta Project, any bolt-on expansion to any of our projects we pursue in the future, or any other project we may seek to develop.
Previous report
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.
Previous report
We are involved and may in the future become involved in disputes and arbitration proceedings with the customers under our SPAs. For example, in December 2022, a long-term customer of the Calcasieu Project submitted a request for arbitration to the International Chamber of Commerce, International Court of Arbitration, in accordance with the dispute resolution procedures of the post-COD SPA between us and that customer, asserting that the Calcasieu Project had failed to provide sufficient information or access regarding the Calcasieu Project and that it was delayed in achieving COD under the post-COD SPA. The remedies sought by the long-term customer are damages of approximately $1 billion (which is potentially subject to increase with the passage of time until COD occurs), rather than the termination of the post-COD SPA. The liability portion of the merits hearing for this arbitration proceeding occurred in September 2024.
Previous report
In May 2023, two additional long-term customers of the Calcasieu Project submitted separate requests for arbitration to the London Court of International Arbitration and the International Chamber of Commerce, International Court of Arbitration, respectively, in accordance with the dispute resolution procedures of the relevant post-COD SPAs with such customers, asserting, among other claims, that the Calcasieu Project is delayed in achieving COD under the post-COD SPA. The remedies sought by each such long-term customer are (a) orders requiring the Calcasieu Project to immediately notify the relevant long-term customer of the occurrence of COD of the Calcasieu Project or otherwise deliver LNG cargos to the relevant long-term customer at the contract price set forth in the applicable post-COD SPA; and (b) damages of approximately $1.5 billion and $1.7 billion (each of which is potentially subject to increase with the passage of time until COD occurs), respectively, rather than the termination of the relevant post-COD SPAs. The hearings for such two arbitration proceedings occurred in October 2024 and November 2024, respectively.
Previous report
In August 2023, two additional long-term customers of the Calcasieu Project submitted separate requests for arbitration to the International Chamber of Commerce, International Court of Arbitration in accordance with the dispute resolution procedures of the relevant post-COD SPAs with such customers, asserting, among other claims, that the Calcasieu Project is delayed in achieving COD under the relevant post-COD SPA. The hearings for such two arbitration proceedings have been scheduled for June 2025 and July 2025, respectively. In December 2023, one additional long-term customer of the Calcasieu Project submitted a request for arbitration to the International Chamber of Commerce, International Court of Arbitration in accordance with the dispute resolution procedures of the post-COD SPA between us and that customer, asserting among other claims that the Calcasieu Project is delayed in achieving COD under the relevant post-COD SPA. The remedies sought by each of the second group of three long-term customers are (a) orders requiring the Calcasieu Project to immediately notify the relevant long-term customer of the occurrence of COD of the Calcasieu Project or otherwise deliver LNG cargos to the relevant long-term customer at the contract price set forth in the applicable post-COD SPA; and (b) damages in an amount to be determined in excess of $2.0 billion (in the case of one such customer, pursuant to a further filing submitted in
Previous report
February 2025) or of approximately $400 million (in the case of two such customers), rather than the termination of the relevant post-COD SPAs.
Previous report
The Calcasieu Project has also notified all of its customers under the Calcasieu Foundation SPAs of aforce majeure event in connection with the Calcasieu Project’s HRSG units. As a result of such designation, the deadline for COD in such post-COD SPAs would be extended and such customers will not be entitled to terminate their respective post-COD SPAs as a result of failure to designate COD until June 2025. All of such customers have questioned (including, as applicable, in the post-COD SPA arbitration proceedings described above) whether the delay constitutes aforce majeure event. These customers could assert that, notwithstanding the Calcasieu Project's declaration offorce majeure, they are entitled to terminate their post-COD SPAs. Discussions with such customers with respect to this force majeure event remain ongoing. Such customers may also seek damages, and several such customers have already sought damages in connection with the alleged delay in achieving COD for the Calcasieu Project as described above. Any such damages claims could be substantial, and there can be no assurance that the Calcasieu Project will be successful in defending any such claims.
Previous report
Plaquemines Credit Facilities, respectively, and/or certain investors exercising step-in rights to control, directly or indirectly, certain of our subsidiaries and the Calcasieu Project.
Previous report
The Inflation Reduction Act, enacted on August 16, 2022, includes the implementation of a new 15% corporate alternative minimum tax, or the CAMT, on adjusted financial statement income for applicable corporations, effective for tax years beginning after December 31, 2022. CAMT is a novel and new approach for calculating corporate tax liability. Many unanswered questions remain on how the operative rules for CAMT will be implemented and interpreted. The CAMT may lead to volatility in our cash tax payment obligations, particularly in periods of significant commodity, currency or financial market variability resulting from potential changes in the fair value of our derivative instruments.
Reworded paragraphs (152)
Previous wording
Our ability to sell LNG commissioning cargos depends on our ability to successfully market, produce, load and, in some cases, deliver commissioning cargos during the commissioning of each of our projects prior to achieving COD. Although we have generated proceeds from the sales of commissioning cargos at the Calcasieu Project since the first quarter of 2022 and at the Plaquemines Project since January 2025, prior to the relevant COD, such sales of commissioning cargos are limited in duration and subject to a number of material uncertainties and risks. In addition, we are obligated to cease sales of commissioning cargos once the relevant COD occurs. The duration of the commissioning period at the Calcasieu Project, which has been extended by aforce majeure event, and the amount of proceeds we have generated from the sales of commissioning cargos from the Calcasieu Project to date may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any future period for the Calcasieu Project or for any of our other projects, including bolt-on expansions thereof. See—Our ability to generate proceeds from sales of commissioning cargos is subject to significant uncertainty and volatility in such proceeds, given significant volatility in spot-market pricesand —Historical proceeds from commissioning cargo sales at the Calcasieu Project, which has had an extended commissioning period due to unanticipated challenges with equipment reliability that we are in the process of remediating and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any future period or for any of our other projects, including bolt-on expansions thereof.
Current wording
For our projects that have yet to achieve COD, our ability to sell LNG commissioning cargos depends on our ability to successfully market, produce, load and, in some cases, deliver commissioning cargos during the commissioning of our projects prior to achieving COD. Although we have generated proceeds from the sales of commissioning cargos at the Calcasieu Project from first quarter of 2022 until COD was achieved in April 2025, and also at the Plaquemines Project since January 2025, such sales of commissioning cargos are limited in duration, and subject to a number of material uncertainties and risks. We are obligated to cease sales of commissioning cargos once the relevant COD occurs. The duration of the commissioning period at the Calcasieu Project, which was extended by aforce majeure event, and the amount of proceeds we generated from the sales of commissioning cargos from the Calcasieu Project and also from the Plaquemines Project, may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any of our projects or expansions thereof for any future period. See—Our ability to generate proceeds from sales of commissioning cargos is subject to significant uncertainty and volatility in such proceeds, given significant volatility in spot-market pricesand —Historical proceeds from commissioning cargo sales at the Calcasieu Project, which had an extended commissioning period due to unanticipated challenges with equipment reliability and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any of our other projects or expansions thereof.
Previous wording
Our ability to generate sales of LNG following COD at each of our projects depends on our ability to successfully commence and maintain deliveries under our post-COD SPAs. Such revenues can be further supplemented if we are able to produce and sell LNG in excess of the nameplate capacity of our projects. We will not generate any revenues or operating cash flow under our post-COD SPAs, or from sales to third parties of excess LNG until we have achieved COD for the relevant project. There is no guarantee that we will achieve such CODs within the anticipated timeframes for achieving COD at any of our projects or at all, including as a result of risks described elsewhere in these "Risk Factors", including—Risks Relating to Regulation and Litigation—We may fail to receive the required approvals and permits from governmental and regulatory agencies for our projects.
Current wording
There is no guarantee that we will achieve COD for any of our projects or expansions thereof, within the anticipated timeframes or at all, including as a result of risks described elsewhere in these "Risk Factors", including—Risks Relating to Regulation and Litigation—We may fail to receive the required approvals and permits from governmental and regulatory agencies for our projects. As a result, there can be no assurance as to when we will commence deliveries under our post-COD SPAs, and therefore when, if at all, we will commence generating revenues and operating cash flows from our post-COD SPAs or from the sale of LNG produced in excess of nameplate capacity, if any, for our projects that have not yet achieved COD including any expansions thereof.
Previous wording
As a result, there can be no assurance as to when we will commence deliveries under our post-COD SPAs, and therefore when, if at all, we will commence generating revenues and operating cash flows from our post-COD SPAs or from the sale of LNG produced in excess of nameplate capacity, if any, for the Calcasieu Project or any of our other projects, including bolt-on expansions thereof. In addition, there can be no assurance that we will be able to produce excess LNG above the nameplate capacity of the facilities at our projects, either at our target level of excess LNG production or at all, nor, even if such excess LNG is produced, that we will be able to resell all of it to third party customers.
Current wording
Further, there can be no assurance that we will be able to produce excess LNG above the nameplate capacity of the facilities at our projects, either at our target level of excess LNG production or at all, nor, even if such excess LNG is produced, that we will be able to resell all of it to third party customers.
Previous wording
Our ability to monetize our other assets, including our pipelines, LNG tankers and regasification facility capacity depends on a variety of factors, including but not limited to market conditions in the natural gas and LNG industries, required regulatory and governmental approvals, and our ability to successfully market, produce, load and deliver commissioning cargos during the commissioning of each of our projects prior to achieving COD and our ability to generate sales of LNG following COD at each of our projects. Specifically, our ability to construct and successfully monetize our interstate and intrastate pipelines will depend, among other factors, on worldwide demand for LNG, as well as on our obtaining the necessary regulatory approvals for our projects currently under development. Additionally, while we expect several of our LNG tankers to service our single DPU post-COD SPA, our ability to monetize the remainder of our LNG tanker fleet will depend on the demand from LNG customers or, potentially, other charterers, as well as that from any future SPAs we may enter into where LNG is sold on a delivered basis, for the services of such LNG tankers. Our ability to monetize the regasification facility capacity we have secured through our agreements with Grain LNG and the Alexandroupolis LNG receiving terminals will depend on demand for both LNG and regasified natural gas from downstream customers in the UK and European markets.
Current wording
Our ability to monetize our other assets, including our pipelines, LNG tankers and regasification facility capacity depends on a variety of factors, including but not limited to market conditions in the natural gas and LNG industries, required regulatory and governmental approvals, and our ability to successfully market, produce, load and deliver commissioning cargos during the commissioning of our projects prior to achieving COD and our ability to generate sales of LNG following COD at our projects. Specifically, our ability to construct and successfully monetize our interstate and intrastate pipelines will depend, among other factors, on worldwide demand for LNG, as well as on our obtaining the necessary regulatory approvals for our projects currently under development. Additionally, while we expect several of our LNG tankers to service our single DPU post-COD SPA, our ability to monetize the remainder of our LNG tanker fleet will depend on the demand from LNG customers or, potentially, other charterers, as well as that from any future SPAs we may enter into where LNG is sold on a delivered basis, for the services of such LNG tankers.
Previous wording
In addition, as of December 31, 2024, substantially all of the proceeds we have generated were proceeds generated from sales of commissioning cargos from the Calcasieu Project, and may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any future period for the Calcasieu Project or for any of our other projects, including bolt-on expansions thereof, or of our future results of operations more generally.
Current wording
In addition, as of December 31, 2025, a significant portion of the proceeds we have generated were from sales of commissioning cargos from the Calcasieu Project and the Plaquemines Project, and may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any future period or for any of our other projects or expansions thereof, or of our future results of operations more generally.
Previous wording
Our limited operating history may limit your ability to evaluate our prospects because of our limited historical financial data, our unproven ability to maintain or increase our profitability and our limited experience in addressing issues that may affect our ability to manage the construction, operation or maintenance of liquefaction facilities and related assets. We face all of the risks commonly encountered by other growing businesses, including competition and the need for additional capital and personnel. As a result, any assessment you make about our current business and any predictions you make about our future success or viability may not be accurate. There is no assurance that our business will be successful over the long term.
Current wording
Our limited operating history may limit your ability to evaluate our prospects because of our limited historical financial data, our unproven ability to maintain or increase our profitability and our positive cash flows and our limited experience in addressing issues that may affect our ability to manage the construction, operation or maintenance of liquefaction facilities and related assets. We face all of the risks commonly encountered by other growing businesses, including competition and the need for additional capital and personnel. As a result, any assessment you make about our current business and any predictions you make about our future success or viability may not be accurate. There is no assurance that our business will be successful over the long term.
Previous wording
Historical proceeds from commissioning cargo sales at the Calcasieu Project, which has had an extended commissioning period due to unanticipated challenges with equipment reliability that we are in the process of remediating and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any future period or for any of our other projects, including bolt-on expansions thereof.
Current wording
Historical proceeds from commissioning cargo sales at the Calcasieu Project, which had an extended commissioning period due to unanticipated challenges with equipment reliability and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any of our other projects or expansions thereof.
Previous wording
Historical proceeds from the sale of commissioning cargos at the Calcasieu Project, which has had an extended commissioning period due to unanticipated challenges with equipment reliability that we are in the process of remediating, may not be indicative of the duration of the commissioning period or the amount of proceeds for any future period or for any of our other projects, including bolt-on expansions thereof. Although we have included targeted COD dates for certain of our projects and phases thereof, there can be no assurance that COD will not occur earlier or later than such targets. If COD occurs earlier than expected for a particular project or phase thereof, it would adversely impact our ability to generate proceeds from the sale of commissioning cargos, which, subject to market conditions, may otherwise be more valuable than the revenues earned under our post-COD SPAs.
Current wording
Historical proceeds from the sale of commissioning cargos at the Calcasieu Project, which had an extended commissioning period due to unanticipated challenges with equipment reliability before COD occurred in April 2025, may not be indicative of the duration of the commissioning period or the amount of proceeds for any of our other projects or expansions. Although we have included targeted COD dates for certain of our projects and phases thereof, there can be no assurance that COD will not occur earlier or later than such targets. If COD occurs earlier than expected for a particular project or phase thereof, it would adversely impact our ability to generate proceeds from the sale of commissioning cargos, which, subject to market conditions, may otherwise be more valuable than the revenues earned under our post-COD SPAs.
Previous wording
A key element of our business strategy is to generate proceeds from the sale of LNG at each of our projects during the construction and commissioning phases of our projects, prior to the relevant project achieving COD.
Current wording
A key element of our business strategy is to generate proceeds from the sale of LNG at our projects during the construction and commissioning phases of our projects, prior to the relevant project achieving COD.
Previous wording
In addition to the duration of the commissioning period, our ability to generate such proceeds depends on our ability to negotiate sales during the construction and commissioning phases of each project. There is no assurance that we will be able to continue to successfully negotiate sales of such commissioning cargos on terms that are acceptable to us, or that we will be able to successfully market, produce, load and deliver such commissioning cargos, either from the Calcasieu Project or any other project, in the future. In addition, because commissioning cargos are not sold under post-COD SPAs and are instead sold on varying terms, including in some instances on a forward basis, proceeds from such commissioning cargos may vary significantly depending on, among other factors, prices and market conditions in the international LNG markets, global LNG freight rates, and on the timing of when a contract for sale is executed. As such, the amount of any proceeds that we may generate from the sale of commissioning cargos and our profitability relating to such sales is largely dependent on the strength of international LNG markets, as primarily reflected in the spot price for LNG at the time a contract for sale of commissioning cargos is executed. Historically, the spot price for LNG has varied significantly, which has impacted the amount of proceeds we have generated. Further, the proceeds that we generate during any given period of time may not necessarily correlate with the prevailing market prices for the corresponding period of time, given a variety of factors, including that we have and may continue to contract sales on a forward basis, at a pre-determined price.
Current wording
In addition to the duration of the commissioning period, our ability to generate such proceeds depends on our ability to negotiate sales during the construction and commissioning phases of each project. There is no assurance that we will be able to continue to successfully negotiate sales of such commissioning cargos on terms that are acceptable to us, or that we will be able to successfully market, produce, load and deliver such commissioning cargos from our projects in the future. In addition, because commissioning cargos are not sold under post-COD SPAs and are instead sold on varying terms, including in some instances on a forward basis, proceeds from such commissioning cargos may vary significantly depending on, among other factors, prices and market conditions in the international LNG markets, global LNG freight rates, and the timing of when a contract for sale is executed. As such, the amount of any proceeds that we may generate from the sale of commissioning cargos and our profitability relating to such sales is largely dependent on the strength of international LNG markets, as primarily reflected in the spot price for LNG at the time a contract for sale of commissioning cargos is executed. Historically, the spot price for LNG has varied significantly, which has impacted the amount of proceeds generated from the sales of commissioning cargos. Further, the proceeds that we generate during any given period of time may not necessarily correlate with the prevailing market prices for the corresponding period of time, given a variety of factors, including that we have and may continue to contract sales on a forward basis, at a pre-determined price.
Previous wording
As a result, we have experienced, and expect to continue to experience during the remainder of the commissioning phase, significant volatility in the proceeds we have generated from the sales of commissioning cargos from the Calcasieu Project and the Plaquemines Project. Accordingly, the proceeds we have generated from such sales of commissioning cargos of the Calcasieu Project to date may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any future period for the Calcasieu Project or for any of our other projects, including bolt-on expansions thereof. As a result, such proceeds, and also our operating results more generally, may vary significantly from one fiscal period to the next comparable fiscal period. Moreover, if we are not able to generate proceeds from the sale of commissioning cargos in the future that are comparable to such proceeds from the Calcasieu Project in the past, that could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity, and prospects.
Current wording
As a result, we have experienced during the commissioning phase for the Calcasieu Project and the Plaquemines Project, and expect to continue to experience during the respective commissioning phase for our other future projects and expansions, significant volatility in the proceeds generated from the sales of commissioning cargos. Accordingly, the proceeds we have generated from such sales of commissioning cargos to date, may not be indicative of the duration of the commissioning period or the amount of proceeds from such sales for any of our other projects or expansions. As a result, such proceeds, and also our operating results more generally, may vary significantly from one fiscal period to the next comparable fiscal period. Moreover, if we are not able to generate proceeds from the sale of commissioning cargos in the future that are comparable to such historical proceeds realized, that could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity, and prospects.
Previous wording
Our ability to optimize sales of post-COD LNG cargos is subject to significant uncertainty and volatility in proceeds generated from such sales.
Current wording
Our ability to optimize sales of our LNG cargos is subject to significant uncertainty and volatility in proceeds generated from such sales.
Previous wording
Our business strategy includes applying cash proceeds from one project to decrease the financing required for future projects. Our strategy is to optimize sales of LNG produced following COD by committing certain nameplate capacity to long-term post-COD SPAs, with the aim of creating a base of stable cash flows, while reserving the rest of a project’s nameplate capacity to sell on a short-, medium-, or long-term basis with the goal of optimizing pricing for such capacity and balancing profit, duration and risk.
Current wording
Our business strategy includes applying cash proceeds from one project to decrease the financing required for future projects. Our strategy is to optimize sales of LNG produced following COD by committing certain nameplate capacity to long-term post-COD SPAs, with the aim of creating a base of stable cash flows, while reserving the rest of a project’s nameplate capacity, as well as its potential excess capacity, to sell on a short-, medium-, or long-term basis with the goal of optimizing pricing for such capacity and balancing profit, duration and risk.
Previous wording
Our ability to optimize sales of LNG cargos that are not otherwise committed will depend on our ability to negotiate sales that meet our objective of balancing profit, duration and risk. There is no assurance that we will be able to successfully negotiate sales of such cargos on terms that are acceptable to us. In addition, because such cargos may be sold on varying terms, including in some instances on a forward basis, proceeds from such cargos may vary significantly from period-to-period and from project-to-project depending on, among other factors, prices and market conditions in the international LNG markets, global LNG freight rates, and on the timing of when a contract for sale is executed. Further, the amount of any proceeds that we may generate from such sales, and our profitability relating to such sales, is largely dependent on the strength of international LNG markets, as primarily reflected in the spot price for LNG at the time a contract for sale of such cargos is executed. Historically, the spot price for LNG has varied significantly, and we expect the spot price will continue to vary significantly in the future which will impact the amount of proceeds we generate from such sales. Further, we may at times contract such cargos on a forward basis and, as a result, such sales may be uncorrelated with movements in spot LNG prices.
Current wording
Our ability to optimize sales of LNG cargos that are not otherwise committed depends on our ability to negotiate sales that meet our objective of balancing profit, duration and risk. There is no assurance that we will be able to successfully negotiate sales of such cargos on terms that are acceptable to us. In addition, because such cargos may be sold on varying terms, including in some instances on a forward basis, proceeds from such cargos may vary significantly from period-to-period and from project-to-project depending on, among other factors, prices and market conditions in the international LNG markets, domestic natural gas markets, global LNG freight rates, and on the timing of when a contract for sale is executed. Further, the amount of any proceeds that we may generate from such sales, and our profitability relating to such sales, is largely dependent on the strength of international LNG markets, as primarily reflected in the spot price for LNG at the time a contract for sale of such cargos is executed, as well as the availability and pricing of feed gas. Historically, the spot price for LNG has varied significantly, as have domestic natural gas prices, and we expect these prices will continue to vary significantly in the future which will impact the amount of proceeds we generate from such sales. Further, we may at times contract such cargos on a forward basis and, as a result, such sales may be uncorrelated with movements in spot LNG prices.
Previous wording
We have not entered into SPAs with customers for the total expected nameplate capacity at the CP2 Project, the CP3 Project, the Delta Project, or any potential bolt-on expansions, and our failure to enter into final and binding contracts for an adequate portion of, or to otherwise sell, the expected nameplate capacity of any of our projects, including any phases or expansions thereof, could impact our ability to take FID for such projects.
Current wording
We have not entered into SPAs with customers for the total expected nameplate capacity at Phase 2 of the CP2 Project, or other future projects or expansions, and our failure to enter into final and binding contracts for an adequate portion of, or to otherwise sell, the expected nameplate capacity of any of our projects, including any phases or expansions thereof, could impact our ability to take FID for such projects.
Previous wording
We are actively marketing a portion of the remaining expected nameplate capacity of the CP2 Project to leading international oil and gas companies, national and multinational utilities and LNG portfolio trading companies. As of December 31, 2024, the CP2 Project has contracted to sell 9.25 mtpa of LNG under eight 20-year SPAs. The obligation to make LNG available under these post-COD SPAs commences from the occurrence of COD for Phase 1 of the CP2 Project.
Current wording
We are actively marketing a portion of the remaining expected nameplate capacity of Phase 2 of the CP2 Project to leading international oil and gas companies, national and multinational utilities and LNG portfolio trading companies. As of December 31, 2025, Phase 2 of the CP2 Project has contracted to sell 1.0 mtpa of LNG under a 20-year SPA. The obligation to make LNG available under the post-COD SPAs commences from the occurrence of COD for Phase 2 of the CP2 Project. Additionally, we contracted through VG Commodities to sell 2.5 mtpa of LNG under 20-year Firm-start SPAs, which are expected to be transition to CP2 upon COD of Phase 2 of the CP2 Project.
Previous wording
As of this date, we have not entered into any SPAs for the expected nameplate capacity for the potential bolt-on expansion capacity for the Plaquemines Project, the CP3 Project, and the Delta Project and have not yet begun actively marketing the expected nameplate capacity for such developments. While taking FID for a given project, including any phase or expansion thereof, is subject to numerous factors, we may elect to proceed with FID for the CP2 Project, the CP3 Project, the Delta Project, any potential bolt-on expansions, or any other future projects, including any phases or expansions thereof, only after we execute binding SPAs for such projects, phases, or expansions, that cover a targeted portion of the applicable nameplate capacity that we consider adequate to support the development and financing of such project, phase, or expansion. Our inability to take FID for any future development project or any phase or expansion thereof may result in a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and, prospects.
Current wording
As of this date, we have not entered into any SPAs for any of our other future projects or expansions and have not yet begun actively marketing the expected nameplate capacity for such other future projects or expansions. While taking FID for a given project, including any phase or expansion thereof, is subject to numerous factors, we may elect to proceed with FID for Phase 2 of the CP2 Project, or any other future projects, including any phases or expansions thereof, only after we execute binding SPAs for such projects, phases, or expansions, that cover a targeted portion of the applicable nameplate capacity that we consider adequate to support the development and financing of such project, phase, or expansion. Our inability to take FID for any future development project or any phase or expansion thereof may result in a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and, prospects.
Previous wording
We aim to develop and operate our LNG facilities to be capable of producing greater excess capacity, in most cases at least 30% of their guaranteed nameplate capacity. Our ability to produce LNG in excess of the nameplate capacity at each of our projects is subject to significant risks and uncertainties relating to the development, construction and commissioning of our projects as discussed in these “Risk Factors.” Although we believe that our design and configuration will enable us to produce excess LNG without incurring material additional operating expenses or requiring additional capital investment, we may encounter additional, unforeseen costs, resulting in either operating expenses or capital investment, that make production of any excess LNG less economic or, potentially, uneconomic. Any increase in our incremental operating expenses or capital investments could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects. As a result, there can be no assurance that we will be successful in producing any such excess LNG at any of our projects on a consistent and reliable basis, or at all.
Current wording
We aim to develop and operate our LNG facilities to be capable of producing greater excess capacity at each of our projects, in some cases by as much as 40% of their guaranteed nameplate capacity. Our ability to produce LNG in excess of the nameplate capacity at each of our projects is subject to significant risks and uncertainties relating to the development, construction and commissioning of our projects as discussed in these “Risk Factors.” Although we believe that our design and configuration will enable us to produce excess LNG without incurring material additional operating expenses or requiring additional capital investment, we may encounter additional, unforeseen costs, resulting in either operating expenses or capital investment, that make production of any excess LNG less economic or, potentially, uneconomic. Any increase in our incremental operating expenses or capital investments could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects. As a result, there can be no assurance that we will be successful in producing any such excess LNG at any of our projects on a consistent and reliable basis, or at all.
Previous wording
To the extent we are unable to sell any such remaining LNG, our revenues will be adversely impacted, and any such impact could be significant. In addition, we will likely still be required to pay certain of our operating expenses related to the anticipated production of such remaining LNG (such as pipeline transportation costs) without generating any corresponding revenue. As a result, any such shortfall would also reduce our operating margins. Any of the foregoing could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Current wording
To the extent we are unable to sell such excess LNG, our revenues will be adversely impacted, and any such impact could be significant. In addition, we will likely still be required to pay certain of our operating expenses related to the anticipated production of such excess LNG (such as pipeline transportation costs incurred to transport natural gas for the production of such excess LNG) without generating any corresponding revenue. As a result, any such shortfall would also reduce our operating margins. Any of the foregoing could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Previous wording
In addition, VG Commodities has contracted to resell at least 50% of the LNG generated by the Calcasieu Project in excess of its nameplate capacity (subject to an annual cap at the option of the counterparty). Pursuant to such agreement, the counterparty is entitled to an assignment of VG Commodities’ rights under the applicable Intercompany Excess Capacity SPA in certain cases (including but not limited to when an event of default by VG Commodities has occurred and not been cured pursuant to such agreement with the counterparty). In addition, we may enter into similar arrangements related to the excess LNG at our other projects, including bolt-on expansions thereof, in the future.
Current wording
In addition, VG Commodities has contracted to resell at least 50% of the LNG generated post-COD by the Calcasieu Project in excess of that project's nameplate capacity (subject to an annual cap at the option of the counterparty). Pursuant to such agreement, the counterparty is entitled to an assignment of VG Commodities’ rights under the applicable intercompany excess capacity SPA in certain cases (including but not limited to when an event of default by VG Commodities has occurred and not been cured pursuant to such agreement with the counterparty). VG Commodities has also contracted to resell LNG generated by one or more of our other projects in excess of their respective nameplate capacities (excluding the 50% of the LNG generated by the Calcasieu Project) on a long-term basis. We may enter into similar arrangements related to the excess LNG at our other projects, including bolt-on expansions thereof, in the future.
Previous wording
Our ability to generate cash under our post-COD SPAs is substantially dependent upon the performance by a limited number of our customers, and we could be materially and adversely affected if certain of these customers fail to perform their contractual obligations for any reason.
Current wording
Our ability to generate cash under our Contracted SPAs and sales by VG Commodities is substantially dependent upon the performance by a limited number of our customers, and we could be materially and adversely affected if certain of these customers fail to perform their contractual obligations for any reason.
Previous wording
We expect to have a limited number of customers to whom we sell LNG on a post-COD basis. For example, as of December 31, 2024, we have executed 39.25 mtpa of post-COD SPAs with 20 customers with respect to LNG from our projects, of which 37.45 mtpa is contracted under 20-year fixed price SPAs and 1.8 mtpa is contracted on a short- and medium-term basis. For the year ended December 31, 2024, approximately 72% of our revenue for the period from individual external customers was concentrated across three customers. Moreover, for the year ended December 31, 2024, we had one customer which represented approximately 32% of our revenue for that same period.
Current wording
We currently have and expect to continue having a limited number of customers to whom we sell LNG under our Contracted SPAs and sales by VG Commodities. For example, as of December 31, 2025, we have executed 47.0 mtpa of post-COD SPAs and Firm-start SPAs with 24 customers with respect to LNG from our projects, of which 45.2 mtpa is contracted on a 20-year basis and 1.8 mtpa is contracted on a short- and medium-term basis. For the year ended December 31, 2025, approximately 50.0% of our revenue for the period from individual external customers was concentrated across three customers. Moreover, for the year ended December 31, 2025, we had one customer which represented approximately 23% of our revenue for that same period.
Previous wording
Our post-COD and other SPAs typically require, and we expect our future SPAs will require, our customers to pay a fee equal to a fixed facility charge per MMBtu, plus an amount equal to, depending on the applicable SPA, 115% or more of the Henry Hub price for feed gas that covers the cost of feed gas and is intended to cover gas transportation costs and certain of our other operating expenses. As a result, any decrease in the price of feed gas may reduce our operating margins under our SPAs.
Current wording
Our post-COD and other SPAs typically require, and we expect our future SPAs will require, our customers to pay a fee equal to a fixed liquefaction fee per MMBtu, plus an amount equal to, depending on the applicable SPA, 115% or more of the Henry Hub price for feed gas that covers the cost of feed gas and is intended to cover gas transportation costs and certain of our other operating expenses. As a result, any decrease in the price of feed gas may reduce our operating margins under our SPAs.
Previous wording
We also anticipate that certain post-COD SPAs we enter into will include a fixed fee that will only be partially adjusted for inflation over the contract term. As a result, inflationary pressures over time will not be fully reflected in the prices we charge our customers under our post-COD SPAs. At the same time, our operating expenses are likely to increase due to inflationary pressure. Any such increases may not be fully offset by any partial inflation adjustments under our post-COD SPAs and, as a result, inflation may reduce our operating margins.
Current wording
We also anticipate that certain Contracted SPAs and certain sales by VG Commodities we enter into will include a fixed fee that will only be partially adjusted for inflation over the contract term. As a result, inflationary pressures over time will not be fully reflected in the prices we charge our customers under such sale agreements. At the same time, our operating expenses are likely to increase due to inflationary pressure. Any such increases may not be fully offset by any partial inflation adjustments under our Contracted SPAs or certain sales by VG Commodities and, as a result, inflation may reduce our operating margins.
Previous wording
We depend upon third-party pipelines to provide gas delivery options to our projects and any other natural gas liquefaction and export facilities that we may decide to develop in the future. We have entered into several precedent and service agreements with interstate pipeline companies to provide the natural gas transportation to the Calcasieu Project and the Plaquemines Project. We have begun to contract for natural gas transportation requirements for the CP2 Project and are currently in negotiations with other gas transportation companies to provide further natural gas transportation requirements for the CP2 Project and the natural gas transportation requirements for the CP3 Project and the Delta Project. We will need to enter into and secure additional pipeline transportation capacity for the CP2 Project, the CP3 Project, the Delta Project, and potential bolt-on expansions for us to generate the expected nameplate and excess capacity of LNG at such projects. There can be no assurance that we will be able to enter into the requisite agreements to secure natural gas transportation capacity on terms acceptable to us, or at all, which would impair our ability to fulfill our obligations under any SPAs. Even if we have entered into the requisite agreements for our projects, there can be no assurance we will be able to secure the necessary natural gas transportation capacity for each of our projects.
Current wording
We depend upon third-party pipelines to provide gas delivery options to our projects and any other natural gas liquefaction and export facilities that we may decide to develop in the future. We have entered into several precedent and service agreements with interstate pipeline companies to provide the natural gas transportation to the Calcasieu, Plaquemines, and CP2 Projects. We will need to enter into and secure additional pipeline transportation capacity for our other future projects and and expansions, for us to generate the expected nameplate and excess capacity of LNG at such projects or expansions. There can be no assurance that we will be able to enter into the requisite agreements to secure natural gas transportation capacity for our future projects and expansions on terms acceptable to us, or at all, which would impair our ability to fulfill our obligations under SPAs. Even if we have entered into the requisite agreements for our projects, there can be no assurance we will be able to secure the necessary natural gas transportation capacity for each of our projects.
Previous wording
In addition, we depend on third-party natural gas suppliers to provide the feed gas required to generate the expected nameplate and excess capacity of LNG at our projects. We anticipate that we will establish and maintain a portfolio of natural gas supply agreements or contracts to meet our requirements, which we have commenced for the Calcasieu Project and the Plaquemines Project, but there can be no assurance that we will be successful in doing so on a long-term basis.
Current wording
In addition, we depend on third-party natural gas suppliers to provide the feed gas required to generate the expected nameplate and excess capacity of LNG at our projects. We anticipate that we will establish and maintain a portfolio of natural gas supply agreements or contracts to meet our requirements for the Calcasieu, Plaquemines and CP2 projects, and for our other future projects or expansions, but there can be no assurance that we will be successful in doing so on a long-term basis.
Previous wording
We also cannot control the regulatory and permitting approvals or third parties’ construction times, either with respect to capacity that has been secured or capacity that will be secured. If and when we need to replace one or more of our agreements with these interconnecting pipelines or enter into additional agreements, we may not be able to do so on commercially reasonable terms or at all, which would, in turn, impair our ability to fulfill our obligations under certain of our SPAs. Our failure to purchase or receive physical delivery of sufficient quantities of natural gas could prevent us from meeting our obligations under our SPAs and our ability to generate revenue would be adversely affected, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects. In addition, if we are unable to deliver any contracted volume in full, our customers will generally be entitled to reimbursement of costs and expenses for replacement LNG.
Current wording
We also cannot control the regulatory and permitting approvals or third parties’ construction times, either with respect to capacity that has been secured or capacity that will be secured. If and when we need to replace one or more of our agreements with these interconnecting pipelines or enter into additional agreements, we may not be able to do so on commercially reasonable terms or at all, which would, in turn, impair our ability to fulfill our obligations under certain of our SPAs. Our failure to purchase or receive physical delivery of sufficient quantities of natural gas could prevent us from producing LNG or meeting our obligations under our SPAs and our ability to generate revenue would be adversely affected, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects. In addition, if we are unable to deliver any contracted volume in full, our customers will generally be entitled to reimbursement of some or all costs and expenses for replacement LNG.
Previous wording
We have included in this Form 10-K certain calculations of total contracted revenue as an illustrative metric reflecting revenue that could be generated under our post-COD SPAs as of a particular date for the remaining term of all such post-COD SPAs. These calculations are based on certain assumptions as described in the definition of “total contracted revenue” included under Glossary of Key Terms of this Form 10-K. Those assumptions include, among others, the development, completion and commissioning of each of the relevant projects (including obtaining any required regulatory approvals), estimated contracted volume for each project’s existing post-COD SPAs, assumed rate of inflation, and an assumed Henry Hub gas price per MMBtu. Such assumptions are based upon our management’s assessment of market comparables and other indicative pricing in the market and will be affected by various factors, including actual inflation rates and Henry Hub gas prices during the term of the relevant SPAs, performance by our customers under the applicable SPAs, as well as by the various risks and uncertainties relating to development, construction, commissioning and operation of each of our projects (including obtaining any required regulatory approvals) as described in this “Risk Factors” section. For example, actual inflation rates and actual Henry Hub gas prices during the term of the relevant SPAs will likely differ from the assumed rate of inflation and assumed Henry Hub gas price used in such calculation, and any such differences could be material. As a result, actual revenue generated under those SPAs will likely differ from the total contracted revenue included in this Form 10-K, and any such differences could be material. Investors should not place undue reliance on our illustrative calculations of the total contracted revenue.
Current wording
We track and may present from time to time certain metrics that are illustrative and not independently verified by any third party. Such metrics may be based on a range of assumptions, such as the development, completion and commissioning of the relevant projects (including obtaining any required regulatory approvals), estimated contracted volume for such project’s existing post-COD SPAs, assumed rate of inflation, and an assumed Henry Hub gas price per MMBtu, the occurrence of certain environmental conditions and the composition of feed gas. Such assumptions are based upon our management’s assessment of market comparables and other indicative pricing in the market and will be affected by various factors, including actual inflation rates and Henry Hub gas prices during the term of the relevant SPAs, performance by our customers under the applicable SPAs, as well as by the various risks and uncertainties relating to development, construction, commissioning and operation of our projects (including obtaining any required regulatory approvals) as described in this “Risk Factors” section. If such metrics are not accurate representations of our business, if investors do not perceive such metrics to be accurate, or if we discover material inaccuracies with respect to these figures, investors may lose confidence in our metrics and business and we could be subject to legal claims, including securities class action lawsuits, business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects could be affected. Our methodologies for calculating these metrics have a number of limitations and may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose.
Previous wording
We may not be successful in pursuing bolt-on expansion opportunities at our current projects, which would adversely impact our growth prospects.
Current wording
We may not be successful in pursuing expansion opportunities at our current or future projects, which would adversely impact our growth prospects.
Previous wording
A key element of our growth strategy is to increase the liquefaction capacity at certain of our projects through bolt-on expansions that involve adding incremental liquefaction trains and certain related equipment to the relevant project. Our ability to pursue any such bolt-on expansion is subject to a number of risks and uncertainties and there can be no assurance that we will be able to complete all or some of our currently anticipated bolt-on expansion opportunities.
Current wording
A key element of our growth strategy is to increase the liquefaction capacity at certain of our current and future projects through expansions that involve adding incremental liquefaction trains and certain related equipment to the relevant project. Our ability to pursue any such bolt-on expansion is subject to a number of risks and uncertainties and there can be no assurance that we will be able to complete all or some of our currently anticipated bolt-on expansion opportunities.
Previous wording
In particular, bolt-on expansion opportunities are subject to regulatory approval, and as of the date of this Form 10-K, we have only recently requested initiation of the pre-filing process with FERC for such bolt-on expansion opportunities with respect to the Plaquemines Project and we have not otherwise made any filings with the necessary regulators, including DOE or FERC, with respect to any such expansion opportunities at our current projects. Such regulatory approvals are subject to numerous risks and uncertainties as described under—Risks Relating to Regulation and Litigation, and there can be no assurance that we will be successful in obtaining any such regulatory approvals. In addition, we are evaluating contracting and optimal financing options for any bolt-on expansions as there can be no assurance our projects will generate sufficient cash proceeds to fund all of the expansion opportunities we have identified at our current projects. Further, any bolt-on expansion will require sufficient additional natural gas supply at the relevant project, and there can be no assurance we will be able to enter agreements for supply or transportation of the requisite natural gas on terms acceptable to us or at all.
Current wording
In particular, expansion opportunities are subject to regulatory approval, and as of the date of this Form 10-K, we have only recently submitted applications to FERC and DOE for the Plaquemines Expansion Project and we have not otherwise made any filings with the necessary regulators, including DOE or FERC, with respect to any other expansion opportunities at our current or future projects. Such approvals are subject to numerous risks and uncertainties as described under—Risks Relating to Regulation and Litigation, and there can be no assurance that we will be successful in obtaining any such regulatory approvals. In addition, we are evaluating contracting and optimal financing options for any expansions as there can be no assurance our projects will generate sufficient cash proceeds to fund all of the expansion opportunities we have identified at our current and future projects. Further, any expansions will require sufficient additional natural gas supply at the relevant project, and there can be no assurance we will be able to enter agreements for supply or transportation of the requisite natural gas on terms acceptable to us or at all.
Previous wording
Additionally, the development and construction of any bolt-on expansions at our current projects could have an adverse effect on the ongoing construction, commissioning or operations, as applicable, of the relevant projects. The simultaneous construction and subsequent commissioning of any bolt-on expansion opportunities at any project while such project is otherwise in construction, commissioning, or operating at full capacity, could subject us and our third-party contractors to additional safety risks, as well as additional costs related to the management of those safety hazards and additional required regulatory approvals. Any such additional safety or other measures and approvals could result in additional costs, could delay our plans for any such expansions, or could result in a smaller size of any potential bolt-on expansion opportunity.
Current wording
Additionally, the development and construction of any expansions at our current or future projects could have an adverse effect on the ongoing or future construction, commissioning or operations, as applicable, of the relevant projects. The simultaneous construction and subsequent commissioning of any expansion opportunities at any project while such project is otherwise in construction, commissioning, or operating at full capacity, could subject us and our third-party contractors to additional safety risks, as well as additional costs related to the management of those safety hazards and additional required regulatory approvals. Any such additional safety or other measures and approvals could result in additional costs, could delay our plans for any such expansions, or could result in a smaller size of any potential expansion opportunity.
Previous wording
If we are not successful in pursuing bolt-on expansion opportunities that we have identified at our projects, or if any such expansion opportunities are executed only at a smaller scale or on a delayed timeline, our growth would be adversely impacted. Any of the foregoing could have an adverse effect on our growth, financial condition, operating results, and cash flow.
Current wording
If we are not successful in pursuing expansion opportunities that we have identified at our projects, or if any such expansion opportunities are executed only at a smaller scale or on a delayed timeline, our growth would be adversely impacted. Any of the foregoing could have an adverse effect on our growth, financial condition, operating results, and cash flow.
Previous wording
Substantially all of our anticipated revenue will be dependent upon our LNG projects, all of which are currently located in southern Louisiana. Due to our limited asset and geographic diversification, an adverse development at the terminal or pipeline for our projects (including, for example, natural or man-made disasters affecting Louisiana, or significant long-term equipment failures), or in the LNG industry, would have a significantly greater impact on our financial condition and operating results than if we maintained more diverse assets and operating areas.
Current wording
Substantially all of our revenue is, and we expect will continue to be, dependent upon our LNG projects, all of which are currently located in southern Louisiana. Due to our limited asset and geographic diversification, an adverse development at the terminal or pipeline for our projects (including, for example, natural or man-made disasters affecting Louisiana, or significant long-term equipment failures), or in the natural gas or LNG industries, would have a significantly greater impact on our financial condition and operating results than if we maintained more diverse assets and operating areas.
Previous wording
An element of our strategy is to support our LNG growth through targeted transactions in areas of the natural gas industry that relate to our natural gas liquefaction and export projects. We intend to continue to explore targeted investments and acquisitions in the natural gas industry that complement and strengthen our project portfolio and solidify access to, and transport for, natural gas molecules, and the ability to deliver LNG, at commercially attractive terms. For example, we have acquired firm regasification facility capacity at the largest LNG regasification terminal in Europe, Grain LNG, in the United Kingdom, which we expect will allow us to import 42 LNG cargos per year beginning, depending on the starting period, anytime between October 1, 2029 to April 1, 2030, to and until July 14, 2045 (except for the period from April 1, 2030 to September 30, 2030 when only 13 LNG cargos can be imported). Additionally, we have secured approximately 1 mtpa of LNG regasification capacity at the new Alexandroupolis LNG receiving terminal in Greece for five years, which is expected to begin on October 1, 2025. Our capacity will account for approximately 25% of the total terminal capacity at Alexandroupolis, or approximately 12 cargos annually. While we believe that these contracted regasification capacities will allow us to supply both LNG and regasified natural gas directly into the European market to current and future downstream customers and allow us to continue to grow our presence in the European markets, we cannot guarantee that demand for delivered LNG or regasified natural gas will be in line with our expectations.
Current wording
An element of our strategy is to support our LNG growth through targeted transactions in areas of the natural gas industry that relate to our natural gas liquefaction and export projects. We intend to continue to explore targeted investments and acquisitions in the natural gas industry that complement and strengthen our project portfolio and solidify access to, and transport for, natural gas molecules, and the ability to deliver LNG, at commercially attractive terms. For example, we have in the past acquired firm regasification facility capacity at LNG regasification terminals in the United Kingdom and Greece. While we believe that these contracted regasification capacities will allow us to supply both LNG and regasified natural gas directly into the European market to current and future downstream customers and allow us to continue to grow our presence in the European markets, we cannot guarantee that demand for delivered LNG or regasified natural gas will be in line with our expectations.
Previous wording
Although we have obtained certain customary insurance coverage in respect of the Calcasieu Project, the Plaquemines Project, and the CP2 Project and our LNG tankers, we do not currently maintain insurance with respect to most aspects of the development, construction or operation of our other projects. We expect to obtain insurance as required under our contracts and consistent with industry standards (subject to availability on commercially reasonable terms) to protect against certain construction, operating and other risks, but not all risks will be insured or are insurable (for example, losses as a result offorce majeure, natural or man-made disasters, terrorist attacks or sabotage or environmental contamination may not be available at all or on commercially reasonable terms). However, there can be no assurance that such insurance coverage will be available in the future on commercially reasonable terms or at commercially reasonable rates, or on the same or substantially similar terms as our existing insurance coverage or that the insurance proceeds will be adequate to cover the repair or replacement of equipment and materials, to cover lost revenues from our projects, or to compensate for any injuries or loss of life. Further, we use a captive insurance subsidiary to insure certain risk related to named windstorms and such coverage involves retaining certain risks that might otherwise be covered by traditional insurance. If certain operating risks occur, or if there is a total or partial loss of a project in the future, there can be no assurance that the proceeds of the applicable insurance policies will be adequate to cover lost revenues, increased expenses or the cost of repair or replacement. Additionally, in the event we make a claim under our insurance policies, we will be subject to the credit risk of the insurers. Volatility and disruption in the financial and credit markets may adversely affect the credit quality of our insurers and impact their ability to pay claims. Any increases in the number or severity of claims or any such loss that is not covered by our insurance policies could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Current wording
Although we have obtained certain customary insurance coverage in respect of the Calcasieu, Plaquemines, and CP2 projects, and our LNG tankers, we do not currently maintain insurance with respect to most aspects of the development, construction or operation of our other projects. We expect to obtain insurance as required under our contracts and consistent with industry standards (subject to availability on commercially reasonable terms) to protect against certain construction, operating and other risks, but not all risks will be insured or are insurable (for example, losses as a result offorce majeure, natural or man-made disasters, terrorist attacks or sabotage or environmental contamination may not be available at all or on commercially reasonable terms). However, there can be no assurance that such insurance coverage will be available in the future on commercially reasonable terms or at commercially reasonable rates, or on the same or substantially similar terms as our existing insurance coverage or that the insurance proceeds will be adequate to cover the repair or replacement of equipment and materials, to cover lost revenues from our projects, or to compensate for any injuries or loss of life. Further, we use a captive insurance subsidiary to insure certain risk related to named windstorms and such coverage involves retaining certain risks that might otherwise be covered by traditional insurance. If certain operating risks occur, or if there is a total or partial loss of a project in the future, there can be no assurance that the proceeds of the applicable insurance policies will be adequate to cover lost revenues, increased expenses or the cost of repair or replacement. Additionally, in the event we make a claim under our insurance policies, we will be subject to the credit risk of the insurers. Volatility and disruption in the financial and credit markets may adversely affect the credit quality of our insurers and impact their ability to pay claims. Any increases in the number or severity of claims or any such loss that is not covered by our insurance policies could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Previous wording
Before construction of any project begins, we and our contractors, including our EPC contractors, need to hire new on-site employees to manage the construction of each project. We have engaged an EPC contractor to meet some of the construction labor needs of the Plaquemines Project and Phase 1 of the CP2 Project. In addition, before any of our projects commences operations, we need to hire an entire staff to operate the applicable facility. As a result, we expect the number of our personnel and our related costs to continue increasing significantly as we grow. If we and our contractors, including EPC contractors, are not able to attract and retain qualified personnel, this could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Current wording
Before construction of any project begins, we and our contractors, including our EPC contractors, need to hire new on-site employees to manage the construction of each project. In addition, before any of our projects commences operations, we need to hire an entire staff to operate the applicable facility. As a result, we expect the number of our personnel and our related costs to continue increasing significantly as we grow. If we and our contractors, including EPC contractors, are not able to attract and retain qualified personnel, this could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Previous wording
Failure of LNG exported from the United States, including from our projects, to remain a competitive source of energy for international markets could adversely affect the LNG business of our customers, which could have a material adverse effect on their ability and willingness to perform under their post-COD SPAs with us or otherwise contract with us, and on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Current wording
Failure of LNG exported from the United States, including from our projects, to remain a competitive source of energy for international markets could adversely affect the LNG business of our customers, which could have a material adverse effect on their ability and willingness to perform under their Contracted SPAs with us, other sales by VG Commodities, or otherwise contract with us, and on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Previous wording
In addition to natural gas, LNG also competes with other sources of energy, including coal, oil, nuclear, hydroelectric, wind and solar energy. LNG from our projects also competes with other sources of LNG, including LNG that is priced to indices other than Henry Hub. Some of these sources of energy may be available at a lower cost than LNG from our projects in certain markets. The cost of LNG supplies from the United States, including our projects, may also be impacted by an increase in natural gas prices in the United States. Although our customers may elect not to incur these costs by not lifting or electing not to take delivery of certain scheduled LNG cargos, they are obligated to pay the fixed facility charge under the relevant SPA for their scheduled quantities. However, such commercial conditions could cause customers to seek alternatives to satisfying this obligation under their SPAs.
Current wording
In addition to natural gas, LNG also competes with other sources of energy, including coal, oil, nuclear, hydroelectric, wind and solar energy. LNG from our projects also competes with other sources of LNG, including LNG that is priced to indices other than Henry Hub. Some of these sources of energy may be available at a lower cost than LNG from our projects in certain markets. The cost of LNG supplies from the United States, including our projects, may also be impacted by an increase in natural gas prices in the United States. Although our customers may elect not to incur these costs by not lifting or electing not to take delivery of certain scheduled LNG cargos, they are obligated to pay the fixed liquefaction fee under the relevant SPA for their scheduled quantities. However, such commercial conditions could cause customers to seek alternatives to satisfying this obligation under their SPAs.
Previous wording
As a result of these and other factors, LNG may not be a competitive source of energy internationally. The failure of LNG to be a competitive supply alternative to local natural gas, oil and other alternative energy sources in markets accessible to our customers could adversely affect the ability of our customers to deliver LNG from the United States or from our projects on a commercial basis, which could have a material adverse effect on their ability and willingness to perform under their post-COD SPAs with us or contract with us with respect to the sales of our commissioning cargos or the excess capacity covered by the Intercompany Excess Capacity SPAs. Furthermore, any such significant impediment to our customers’ ability or willingness to deliver LNG from the United States generally, or from our projects specifically, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Current wording
As a result of these and other factors, LNG may not be a competitive source of energy internationally. The failure of LNG to be a competitive supply alternative to local natural gas, oil and other alternative energy sources in markets accessible to our customers could adversely affect the ability of our customers to deliver LNG from the United States or from our projects on a commercial basis, which could have a material adverse effect on their ability and willingness to perform under their Contracted SPAs with us, other sales by VG Commodities, or contract with us with respect to the sales of our commissioning cargos or the excess capacity covered by the intercompany excess capacity SPAs. Furthermore, any such significant impediment to our customers’ ability or willingness to deliver LNG from the United States generally, or from our projects specifically, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects.
Showing the first 40 of 152 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
As of December 31, 2025, our subsidiaries had approximately $34.8 billion in outstanding debt, which consisted of $11.1 billion of debt incurred or guaranteed by VGLNG and approximately $23.7 billion in project-level debt financing. As of December 31, 2025, our subsidiaries had approximately $13.5 billion of additional borrowing capacity under our existing financing agreements.
Current report — wording carried from elsewhere
To the extent we or any of our subsidiaries incurs or issues additional debt and/or preferred equity, as applicable, the risks described in the preceding risk factors would increase.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Additionally, we may at times contract commissioning cargos on a forward basis and, as a result, these sales of commissioning cargos may be uncorrelated with movements in spot LNG prices.
Previous report — wording carried elsewhere
In addition, although none of the post-COD SPA customers who have commenced the arbitration proceedings described above has sought termination of the underlying post-COD SPA as a remedy in the relevant arbitration, two of those long-term post-COD SPA customers have notified the collateral agent for the Calcasieu Project’s project financing that a potential termination event under their long-term post-COD SPA has occurred or may occur, and that remedies could include termination of, or suspension under, the relevant long-term post-COD SPA.
Previous report — wording carried elsewhere
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the fiscal year ending