Venture Global, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Glossary of Key Terms
Unless otherwise indicated or the context otherwise requires, as used in this Form 10-K:
Blackfin means Blackfin Pipeline, LLC, a joint venture between the Company, through its wholly-owned subsidiary Venture Global Midstream Holdings, LLC, and WhiteWater Development LLC, which is engaged in the development and construction of the Blackfin Pipeline;
Blackfin Credit Facilities means the project financing obtained by Blackfin, consisting of a senior secured term loan facility, or the Blackfin TLB Facility, a senior secured construction term loan facility, or the Blackfin TLA Facility, and a senior secured working capital facility, or the Blackfin Working Capital Facility;
Calcasieu Funding means Calcasieu Pass Funding, LLC;
Calcasieu Holdings means Calcasieu Pass Holdings, LLC;
Calcasieu Pass Credit Facilities means project financing obtained by VGCP consisting of a construction term loan, or the Calcasieu Pass Construction Term Loan, and a working capital facility, or the Calcasieu Pass Working Capital Facility;
Class A common stock means our Class A common stock, par value $0.01 per share, entitled to one vote per share;
Class B common stock means our Class B common stock, par value $0.01 per share, entitled to ten votes per share;
COD means the commercial operations date, which is the first day of commercial operations at a project or a phase of a project, as applicable, as specifically defined in the relevant post-COD SPAs, and which does not occur unless and until: (i) all of the facilities comprising the relevant project, or phase thereof, have been completed and commissioned, including any ramp up period, (ii) the project or phase thereof is capable of delivering LNG in sufficient quantities and necessary quality to perform all of its obligations under such post-COD SPAs, and (iii) the applicable project company has notified the customer under the post-COD SPAs;
commercial operations means the production period commencing after the occurrence of COD at a project or a phase of a project, as applicable;
commissioning orcommissioning phase means, with respect to our LNG projects, the phase of development where our facilities undergo certain required performance and reliability testing, which includes: (i) the sequential start-up and testing of certain key equipment (e.g., liquefaction trains) as it is installed during construction and (ii) the testing and tuning of the full integrated LNG project after all key equipment and modules have passed their individual performance tests;
commissioning cargos means the LNG cargos produced by us during the commissioning phase of an LNG project, which commences once a project produces its first quantities of LNG and ends once a project, or phase thereof, achieves COD. Proceeds from the sale of commissioning cargos are recognized in our financial statements as a reduction to the cost basis of construction in progress until assets are placed in service from an accounting perspective, the timing of which may differ from COD. After assets are placed in service from an accounting perspective, the proceeds are recognized through revenue;
commodity fees means the volume weighted average portion of the fees associated with LNG sold during a relevant period indexed to Henry Hub;
Company, we, our, us or similar terms mean Venture Global, Inc. and its subsidiaries, collectively;
Contracted SPAs means post-COD SPAs and Firm-start SPAs.
CP Express means Venture Global CP Express, LLC;
CP Funding Redeemable Preferred Units means the nine million redeemable preferred units issued by Calcasieu Funding;
CP Holdings Convertible Preferred Units means the four million convertible preferred units issued by Calcasieu Holdings;
CP2 means Venture Global CP2 LNG, LLC;
CP2 Bridge Facilities means the secured bridge credit facilities, consisting of a $2.8 billion bridge loan facility and a $175 million three-year interest reserve facility, entered into by CP2 to fund a portion of project costs for the CP2 Project;
CP2 Credit Facilities means project financing obtained by CP2, consisting of a senior secured construction term loan facility, or the CP2 Construction Term Loan, and a senior secured working capital facility, or the CP2 Working Capital Facility;
CP2 EPC Contracts means the Phase 1 and Phase 2 EPC contracts pursuant to which the CP2 Project is being constructed;
CP2 Holdings means CP2 LNG Holdings, LLC;
CP2 Holdings EBL Facilities means the secured equity bridge credit facilities, consisting of a $2.8 billion secured equity bridge credit facility, and a $191 million three-year secured interest reserve credit facility;
CP2 Procurement means CP2 Procurement, LLC;
CP3 means Venture Global CP3 LNG, LLC;
Currently permitted annualized production capacity means the production levels of LNG at each of our projects which has been authorized by one or more relevant regulatory agencies
Delta means Venture Global Delta LNG, LLC;
DES means delivered ex ship, which with respect to LNG SPAs, requires the sellers to deliver LNG to a named port;
DOE means the United States Department of Energy;
DPUmeans delivered at place unloaded, which, with respect to LNG SPAs, requires the seller to deliver and unload LNG at one or more designated destinations;
EMIR means European Market Infrastructure Regulation;
EPCmeans engineering, procurement and construction;
EPCM means engineering, procurement, and construction management, which entails certain supervision, management, and co-ordination of EPC and other construction interface work;
excess capacity orexcess LNGmeans the amount of LNG that is produced by our liquefaction facilities that is in excess of the nameplate capacity;
expected annualized peak production capacity means the anticipated maximum technical post COD-production levels of LNG produced by our liquefaction facilities under optimal operating conditions (e.g., cooler ambient temperatures, peak equipment efficiency, ideal feed-gas composition and minimal downtime) on an annual basis;
expected annualized production capacity means the anticipated sustainable post-COD production levels of LNG produced by our liquefaction facilities under normal operating conditions on an annual basis;
FERC means the Federal Energy Regulatory Commission;
FID means the final investment decision with respect to the development of a project or a phase thereof, which, with respect to an LNG project, requires that the project has secured (i) all of the debt and equity financing arrangements necessary to fully construct, commission, and operate such project or phase thereof and (ii) all of the necessary permits to construct, operate, and export LNG;
Firm-start SPAs means SPAs entered into in which the obligation to deliver LNG begins as of a pre-established future date (as opposed to post-COD of a certain project);
fixed liquefaction feemeans the volume weighted average of the fixed liquefaction fees associated with LNG sold during a relevant period, excluding variable commodity fees;
FOBmeans free on board which, with respect to LNG SPAs, requires the seller to deliver and load LNG onto the buyer's LNG tankers at the seller's export terminal;
FTA means a free trade agreement;
GAAP means accounting principles generally accepted in the United States;
Gator Express means Venture Global Gator Express, LLC;
Henry Hub means the final settlement price (in $ per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin;
HGEO means U.S. Department of Energy, Hydrocarbons and Geothermal Energy Office;
ICCmeans the International Chamber of Commerce, International Court of Arbitration;
intercompany excess capacity SPAs mean SPAs entered into by any of our projects, including the Calcasieu, Plaquemines or CP2 projects, to sell to VG Commodities any excess LNG produced above the nameplate capacity of the respective project, upon achievement of COD for such project;
IPOmeans our initial public offering of Class A common stock, par value $0.01 per share, that we completed on January 27, 2025;
JKM means the Japan Korea Marker index for liquefied natural gas in Northeast Asia;
KZJV means KZJV, LLC, a limited liability company that is owned by KBR EPC Member and Zachry Industrial, Inc.;
liquefaction train ortrain means a liquefaction production unit that cools natural gas to a liquid state;
LNG means liquefied natural gas, or methane, supercooled to -260°F and converted into a liquid state, which reduces it to 1/600 th of its original volume, enabling large quantities of natural gas to be loaded and shipped by LNG tankers;
LNG Commissioning Sales Agreements means short- or mid-term sales agreements under which commissioning cargos are sold at prevailing market prices when executed;
LNG volumes exported means LNG volumes that departed our LNG facilities;
LNG volumes sold means LNG delivered to customers and recognized in results of operations;
MMBtu means million British thermal units;
mtpa means million tonnes per annum, which is a common unit of measurement for annual LNG production;
MW means one million watts, a unit of power;
nameplate capacity means, unless the context otherwise requires, the conservative measure of LNG production capability, based on vendor guaranteed LNG output of each of our facilities;
natural gas means any hydrocarbons that are gaseous at standard temperature and pressure;
natural gas supply contracts means natural gas forward purchase contracts for the supply of feed gas to our projects;
NPNS means normal purchases and normal sales scope exception, a rule under GAAP;
Omnibus Incentive Plan means the Venture Global, Inc. 2025 Omnibus Incentive Plan;
Plaquemines Credit Facilities means project financing obtained by VGPL consisting of a term loan facility, or the Plaquemines Construction Term Loan, and a working capital revolving facility, or the Plaquemines Working Capital Facility;
Plaquemines EPC Contracts means the Phase 1 and Phase 2 EPC contracts pursuant to which the Plaquemines Project is being constructed;
post-COD SPA means an SPA for the sale and purchase of LNG after COD has occurred for a particular project or phase thereof;
projects means our existing and proposed LNG facilities and related assets, including the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project and any bolt-on expansions to such projects, including the Plaquemines Expansion Project and the CP2 Expansion Project.
regasification means the process of heating LNG to convert it from a liquid to gaseous state after the LNG is offloaded from an LNG carrier;
REMIT means Regulation on wholesale Energy Market Integrity and Transparency;
Repsol means Repsol LNG Holding, S.A.;
Sales and shipping means our direct sales and shipping business through VG Commodities;
SECmeans the U.S. Securities and Exchange Commission;
Shell means Shell NA LNG LLC;
SOFR means the U.S. Secured Overnight Financing Rate;
SPAmeans LNG sales and purchase agreement;
TBtu means trillion British thermal units;
TCP means TransCameron Pipeline, LLC;
Test LNG sales means proceeds from the sale of test LNG generated during the early commissioning of an LNG project;
Total Project Cost means the costs to complete a project, including EPC contractor profit and contingency, owners’ costs and financing costs, excluding costs for operations, maintenance, and extended commissioning and start up activities;
Trigger Date means the first time at which either (i) VG Partners and its permitted transferees, collectively, no longer beneficially own more than 50% of the combined voting power of our outstanding common stock entitled to vote generally in the election of directors, or (ii) we fail to qualify as a “controlled company” (or similar) under the applicable stock exchange rules;
TRIR means total recordable incident rate;
TTFmeans the Title Transfer Facility index for liquefied natural gas in Europe;
U.S. means United States of America;
Venture Global means Venture Global, Inc., but not its subsidiaries;
VG Commodities means Venture Global Commodities, LLC;
VG Partners means Venture Global Partners II, LLC, our controlling shareholder;
VGCP means Venture Global Calcasieu Pass, LLC;
VGCP Senior Secured Notes means the VGCP 2029 Notes, VGCP 2030 Notes, VGCP 2031 Notes and VGCP 2033 Notes, collectively;
VGLNG or Venture Global LNG means Venture Global LNG, Inc.;
VGLNG Senior Secured Notes means the VGLNG 2028 Notes, VGLNG 2029 Notes, VGLNG 2030 Notes, VGLNG 2031 Notes and VGLNG 2032 Notes, collectively;
VGLNG Series A Preferred Shares means the three million shares of Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock issued by VGLNG;
VGLNG Revolving Credit Facility means financing obtained by VGLNG consisting of a $2.0 billion senior secured credit facility;
VGPL means Venture Global Plaquemines LNG, LLC;
VGPL Senior Secured Notes means the VGPL 2030 Notes, VGPL 2033 Notes, VGPL January 2034 Notes, VGPL June 2034 Notes, VGPL 2035 Notes and VGPL 2036 Notes, collectively;
Weighted average price of LNG volumes sold means contracted sales prices, generally consisting of a liquefaction fee and a commodity fee; and
Worley means Worley Field Services Inc.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.