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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. (c)
(c) Financial Statement Schedules
Schedule I—Condensed Financial Information Financial Information of Venture Global, Inc.
BALANCE SHEETS
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| ASSETS | ||
| Current assets | ||
| Cash | $— | $— |
| Total current assets | — | — |
| Investment in subsidiaries, net | 6,742 | 2,972 |
| Other noncurrent assets | 3 | 7 |
| TOTAL ASSETS | $6,745 | $2,979 |
| LIABILITIES AND EQUITY | ||
| Current liabilities | ||
| Accounts payable | $1 | $1 |
| Accrued and other liabilities | 1 | 81 |
| Total current liabilities | 2 | 82 |
| Total liabilities | 2 | 82 |
| Equity | ||
| Venture Global, Inc. stockholders' equity | 6,743 | 2,897 |
| TOTAL LIABILITIES AND EQUITY | $6,745 | $2,979 |
STATEMENTS OF OPERATIONS
| Years ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| MANAGEMENT FEE FROM SUBSIDIARIES | $— | $— | $5 |
| OPERATING EXPENSE | |||
| General and administrative expense | 10 | 3 | 2 |
| Total operating expense | 10 | 3 | 2 |
| INCOME (LOSS) FROM OPERATIONS | (10) | (3) | 3 |
| OTHER EXPENSE | |||
| Interest expense, net | — | — | (29) |
| Total other expense | — | — | (29) |
| LOSS BEFORE INCOME TAXES AND EQUITY INCOME OF SUBSIDIARIES | (10) | (3) | (26) |
| Less: income tax benefit | (2) | (1) | — |
| Add: equity in income of subsidiaries, net of income taxes | 2,268 | 1,545 | 2,707 |
| NET INCOME | $2,260 | $1,543 | $2,681 |
STATEMENTS OF CASH FLOWS
| Years ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| OPERATING ACTIVITIES | $(10) | $(5) | $6 |
| INVESTING ACTIVITIES | |||
| Capital expenditures | — | — | (1) |
| Net cash used by investing activities | — | — | (1) |
| FINANCING ACTIVITIES | |||
| IPO issuance of Class A common stock | 1,750 | — | — |
| Distributions from subsidiaries | 143 | 90 | 71 |
| Contributions to subsidiaries | (1,680) | — | — |
| Payments of dividends and distributions | (163) | (80) | (149) |
| Financing and issuance costs | (75) | (5) | (42) |
| Issuance of debt | — | — | 115 |
| Other financing activities | 35 | — | — |
| Net cash from (used by) financing activities | 10 | 5 | (5) |
| Net decrease in cash | — | — | — |
| Cash at beginning of period | — | — | — |
| CASH AT END OF PERIOD | $— | $— | $— |
Note 1 – Basis of presentation
The condensed financial statements represent the financial information required by the Securities and Exchange Commission Regulation S-X 5-04 for Venture Global, Inc. ("Venture Global" or "the Parent Company"). Venture Global was formed on September 19, 2023.
In the condensed financial statements, the Parent Company's investment in subsidiaries are presented at the net amount attributable to Venture Global under the equity method of accounting. Under this method, the assets and liabilities of affiliates are not consolidated. The investments in net assets of the affiliates are reflected on the condensed balance sheets. The net income or loss from operations of the subsidiaries is reported in equity or loss in income of subsidiaries, excluding income or loss from non-controlling interests. Except for per share amounts, or as otherwise specified, dollar amounts presented within tables are stated in millions.
A substantial amount of Venture Global's operating, investing and financing activities are conducted by its affiliates. The condensed financial statements should be read in conjunction with Venture Global's consolidated financial statements.
Stock Split
On January 27, 2025, the Parent Company effectuated an approximately 4,520.3317-for-one forward stock split (the "Stock Split") of its Class A common stock following the effectiveness of the Parent Company's IPO which was completed on January 27, 2025. All Class A common stock share and per share amounts in these condensed financial statements have been retroactively adjusted to reflect the impact of the Stock Split.
2023 Reorganization Transactions
In September 2023, Venture Global was party to certain reorganization transactions (the "Reorganization Transactions") whereby Legacy VG Partners, a then wholly-owned subsidiary of VG Partners and the controlling shareholder of VGLNG, merged with and into Venture Global (the "2023 Merger"), with VG Partners receiving 2.0 billion shares of Venture Global's Class A common stock in exchange for 100% of its equity interests in Legacy VG Partners. In connection with the Reorganization Transactions, the non-controlling VGLNG shareholders, holding 84,272 shares of VGLNG's issued and outstanding Series C common stock, received 381 million shares of Class A common stock of Venture Global, in a 4,520.3317-for-one exchange for their shares of VGLNG (the "NCI Acquisition"). All prior shares of VGLNG common stock were retired upon completion of the Reorganization Transactions in September 2023. No cash was exchanged as part of the Reorganization Transactions and Venture Global incurred $40 million of third-party transaction costs in connection with its formation and the issuance of its shares of Class A common stock.
The 2023 Merger was accounted for as a transaction between entities under common control. Prior to the 2023 Merger, Venture Global, as a standalone entity, had no operations and had no assets or liabilities. The financial results and other information included in the condensed financial statements for periods prior to the Reorganization Transactions were applied on a retrospective basis and are reflective of Legacy VG Partners.
Note 2 – Investment in Subsidiaries
During the year ended December 31, 2023, prior to the Reorganization Transactions, VGLNG repurchased 5,000 shares of its Series B common stock and 81,896 shares of its Series C common stock for $1.6 billion. VGLNG's repurchase of its outstanding common stock increased Venture Global's controlling interest in the subsidiary to 83.8% and was accounted for as an equity transaction. To reflect this change in ownership interest, the Parent Company recognized a $1.1 billion decrease to investment in subsidiaries for the year ended December 31, 2023.
After the Reorganization Transactions, Venture Global owned 100% of VGLNG. See Note 1 – Basis of presentation for further discussion.
Note 3 – Equity
IPO and related transactions
On January 27, 2025, the Parent Company completed its IPO in which it issued and sold 70 million shares of Class A common stock, par value $0.01, at a public offering price of $25.00 per share. The Parent Company received proceeds of $1.7 billion, net of underwriting discounts and commissions of $70 million and offering expenses of $10 million. Prior to the completion of the IPO, all shares of Class A common stock held by VG Partners, approximately 1.97 billion shares, were converted into an equal number of shares of Class B common stock.
Preferred and common stock
The Parent Company's Class A common stock hasone vote per share and its Class B common stock hasten votes per share. The par value of the Class A common stock and the Class B common stock is $0.01 per share.
As of December 31, 2024, the Parent Company had 1 million shares of preferred stock,4.5 billion shares of Class A common stock and 1 million shares of Class B common stock authorized for issuance. In connection with the Parent Company's IPO in January 2025, the Parent Company amended and restated its certificate of incorporation and revised the number of shares authorized for issuance. As of December 31, 2025, the Parent Company had 200 million shares of preferred stock,4.4 billion shares of Class A common stock and 3.0 billion shares of Class B common stock authorized for issuance.
Dividends
During the year ended December 31, 2025, the Parent Company's board of directors declared dividends of $0.03 per share to holders of its outstanding common stock, which were paid during the year ended December 31, 2025 in the aggregate amount of $83 million.
During the year ended December 31, 2024, the Parent Company's board of directors declared the payment of cash dividends to holders of the Parent Company's outstanding common stock in an aggregate amount of $160 million that were paid on a pro rata basis infour equal installments of $40 million over four consecutive calendar quarters on the last business day of each such calendar quarter, commencing on September 30, 2024.
Stock-based compensation
In connection with the Reorganization Transactions, on September 25, 2023, Venture Global adopted the 2023 Stock Option Plan Plan, as amended (the "2023 Plan"), which replaced the 2014 Stock Option Plan (the "Predecessor Plan"). Under the 2023 Plan, all options previously granted and then outstanding under the Predecessor Plan (representing options to purchase 86,664 shares of VGLNG's Series A common stock) were automatically converted, on a 4,520.3317-for-one basis in accordance with and pursuant to the terms of the Predecessor Plan, into options to purchase shares of Venture Global's Class A common stock subject to the terms and conditions of the 2023 Plan. There were no other material differences between the terms and conditions of the 2023 Plan and the Predecessor Plan. Upon its adoption, the 2023 Plan provided for the issuance of approximately 429 million shares of Venture Global's Class A common stock. As noted below, no further awards may be granted under the 2023 Plan.
In connection with the Parent Company's IPO in January 2025, Venture Global adopted the Venture Global, Inc. 2025 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), under which the employees of Venture Global's subsidiaries may receive equity incentive compensation, including stock options, restricted stock units and other awards in the future. As of the effectiveness of the Omnibus Incentive Plan in January 2025, all shares that remained available for issuance under the 2023 Plan became available for issuance under the Omnibus Incentive Plan and no further equity awards will be granted under the 2023 Plan. Awards that remained outstanding under the 2023 Plan as of the effectiveness of the Omnibus Incentive Plan will remain outstanding under, and subject to the terms and conditions of, the 2023 Plan. The total number of shares of Class A common stock authorized for issuance under the Omnibus Incentive Plan is approximately 172 million shares, and is subject to annual automatic evergreen increases thereafter.
Note 4 – Supplemental Cash Flow Information
The following table sets forth supplemental disclosure of cash flow information:
| Years ended December 31, | |||
|---|---|---|---|
| 2025 · 2024 · 2023 | |||
| Accrued dividends and distributions | $— | $80 | $— |
| Venture Global stock-based compensation incurred by subsidiary | 22 | 7 | 141 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.