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Venture Global, Inc.

For the period ended Mar 31, 2026. Filed May 12, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 12, 2026

VG$12.00+1.7%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share information)

March 31,2026December 31,2025
ASSETS
Current assets
Cash and cash equivalents$1,599$2,355
Restricted cash335195
Accounts receivable810918
Inventory, net241253
Derivative assets8865
Prepaid expenses and other current assets146254
Total current assets3,2194,040
Property, plant and equipment, net49,75446,588
Right-of-use assets731737
Noncurrent restricted cash1,117875
Deferred financing costs831543
Noncurrent derivative assets206216
Other noncurrent assets442447
TOTAL ASSETS$56,300$53,446
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$817$737
Accrued and other liabilities2,7692,795
Current portion of long-term debt, net126812
Total current liabilities3,7124,344
Long-term debt, net36,45633,393
Noncurrent operating lease liabilities697696
Deferred tax liabilities, net2,4192,320
Other noncurrent liabilities671697
Total liabilities43,95541,450
Commitments and contingencies (Note 12)
Redeemable stock of subsidiary1,6291,696
Equity
Venture Global, Inc. stockholders' equity
Class A common stock, par value $0.01 per share (514 million and 488 million shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)54
Class B common stock, par value $0.01 per share (1,969 million shares issued and outstanding as of March 31, 2026 and December 31, 2025)2020
Additional paid in capital2,2802,238
Retained earnings5,1634,720
Accumulated other comprehensive loss(235)(239)
Total Venture Global, Inc. stockholders' equity7,2336,743
Non-controlling interests3,4833,557
Total equity10,71610,300
TOTAL LIABILITIES AND EQUITY$56,300$53,446

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share information)

Three months ended March 31,
20262025
REVENUE$4,599$2,894
OPERATING EXPENSE
Cost of sales (exclusive of depreciation and amortization shown separately below)2,7841,059
Operating and maintenance expense270252
General and administrative expense97105
Development expense46182
Depreciation and amortization251216
Total operating expense3,4481,814
INCOME FROM OPERATIONS1,1511,080
OTHER INCOME (EXPENSE)
Interest income2856
Interest expense, net(444)(276)
Gain (loss) on interest rate swaps15(192)
Loss on financing transactions(13)—
Loss on foreign currency transactions(1)—
Total other expense(415)(412)
INCOME BEFORE INCOME TAX EXPENSE736668
Income tax expense111151
NET INCOME625517
Less: Net income attributable to redeemable stock of subsidiary4238
Less: Net income attributable to non-controlling interests2715
Less: Dividends on VGLNG Series A Preferred Shares6868
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$488$396
BASIC EARNINGS PER SHARE
Net income attributable to common stockholders per share—basic$0.20$0.17
Weighted average number of shares of common stock outstanding—basic2,4632,399
DILUTED EARNINGS PER SHARE
Net income attributable to common stockholders per share—diluted$0.19$0.15
Weighted average number of shares of common stock outstanding—diluted2,6352,643

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended March 31,
20262025
NET INCOME$625$517
Other comprehensive income
Cash flow hedges, net
Reclassification to earnings, net of income tax expense of $0, and $1, respectively43
COMPREHENSIVE INCOME629520
Less: Comprehensive income attributable to redeemable stock of subsidiary4238
Less: Comprehensive income attributable to non-controlling interests2715
Less: Dividends on VGLNG Series A Preferred Shares6868
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$492$399

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Stockholders' equity
Common stock · Additional paid in capital · Retained earnings · Accumulated other comprehensive loss · Total stockholders' equity · Non-controlling interests
Class A · Class B
Shares · Par value · Shares · Par value
BALANCE AT DECEMBER 31, 2025488$41,969$20$2,238$4,720$(239)$6,743$3,557
Net income—————488—48895
Stock-based compensation261——42——43—
Dividends declared on common stock ($0.02/share)—————(45)—(45)—
Subsidiary distributions————————(169)
Other comprehensive income——————44—
BALANCE AT MARCH 31, 2026514$51,969$20$2,280$5,163$(235)$7,233$3,483
Stockholders' equity
Common stock · Additional paid in capital · Retained earnings · Accumulated other comprehensive loss · Total stockholders' equity · Non-controlling interests
Class A · Class B
Shares · Par value · Shares · Par value
BALANCE AT DECEMBER 31, 20242,350$23—$—$512$2,611$(249)$2,897$3,470
Net income—————396—39683
Stock-based compensation————(17)——(17)—
Subsidiary dividends and distributions—————(68)—(68)(82)
Other comprehensive income——————33—
Conversion of Class A common stock to Class B common stock(1,969)(20)1,96920—————
Issuance of Class A common stock, net701——1,669——1,670—
BALANCE AT MARCH 31, 2025451$41,969$20$2,164$2,939$(246)$4,881$3,471

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31,
20262025
OPERATING ACTIVITIES
Net income$625$517
Adjustments to reconcile net income to net cash from operating activities:
(Gain) loss on derivatives, net(57)230
Cash from settlement of derivatives, net1246
Loss on financing transactions13—
Deferred taxes97149
Non-cash interest expense3241
Depreciation and amortization251216
Stock-based compensation1212
Changes in operating assets and liabilities:
Accounts receivable108(279)
Inventory17(18)
Prepaid expenses and other current assets(15)(28)
Accounts payable and accrued liabilities(340)249
Other, net8(21)
Net cash from operating activities7631,114
INVESTING ACTIVITIES
Capital expenditures(3,181)(3,466)
Other investing activities183(4)
Net cash used by investing activities(2,998)(3,470)
FINANCING ACTIVITIES
Issuance of debt and draws on credit facilities2,720383
IPO issuance of Class A common stock—1,750
Repayment of debt(388)(46)
Financing and issuance costs(317)(75)
Payments of dividends and subsidiary distributions(180)(190)
Other financing activities26(46)
Net cash from financing activities1,8611,776
Net decrease in cash, cash equivalents and restricted cash(374)(580)
Cash, cash equivalents and restricted cash at beginning of period3,4254,614
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD$3,051$4,034

Note 1 -General

Venture Global, Inc. is a Delaware corporation formed on September 19, 2023. As used in these condensed consolidated financial statements, unless the context otherwise requires, references to the "Company," "we," "us," and "our" refer to Venture Global, Inc. and its consolidated subsidiaries, whereas references to "Venture Global" refer to Venture Global, Inc., but not its subsidiaries.

The Company is a liquefied natural gas ("LNG") company engaged in the development, construction, ownership, and operation of LNG production facilities and associated infrastructure along the U.S. Gulf Coast. Venture Global's integrated business model spans natural gas supply, transportation, liquefaction, export, shipping and regasification, enabling the Company to deliver LNG to global markets.

The Company currently has multiple LNG projects at varying stages of operation, construction or development. Each LNG project includes a liquefaction facility and export terminal and one or more associated pipelines that interconnect with several interstate and intrastate pipelines for delivery of natural gas into the associated liquefaction facility and export terminal. The Company is also developing expansion, or "bolt-on," projects at existing sites leveraging shared infrastructure under its standardized "design one, build many" development model. Our LNG projects include:

Project NameStage of Development
Calcasieu ProjectOperating
Plaquemines ProjectConstruction and Commissioning
Plaquemines Expansion ProjectDevelopment
CP2 ProjectConstruction
CP2 Expansion ProjectDevelopment
CP3 ProjectDevelopment

The Company is also developing and constructing complementary pipeline systems to support gas transportation for its liquefaction and export projects. In addition, the Company has acquired and operates a fleet of LNG tankers to deliver LNG directly to customers through its sales and shipping businessand has secured regasification capacity in key import markets to facilitate downstream sales and enhance its vertically integrated platform.

Basis of presentation and consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for fair presentation, have been included. Interim results are not necessarily indicative of results for a full year. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2025 audited consolidated financial statements and notes thereto, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 2, 2026 (the "2025 Form 10-K"). Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions.

The accompanying condensed consolidated financial statements include the accounts of Venture Global, Inc. and its controlled subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

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

Note 2 –Restricted Cash

The following table summarizes the components of restricted cash:

March 31,2026December 31,2025
Current restricted cash
Debt service reserves$119$121
Other project reserves21674
Total current restricted cash$335$195
Noncurrent restricted cash
Construction reserves$1,012$770
Debt service reserves105105
Total noncurrent restricted cash$1,117$875

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

March 31,2026December 31,2025
Cash and cash equivalents$1,599$2,355
Current restricted cash335195
Noncurrent restricted cash1,117875
Cash, cash equivalents, and restricted cash per the condensed consolidated statements of cash flows$3,051$3,425

Note 3 –Revenue from Contracts with Customers

The following table summarizes the disaggregation of revenue earned from contracts with customers:

Three months ended March 31,
20262025
LNG revenue$4,575$2,880
Other revenue2414
Total revenue$4,599$2,894

Transaction price allocated to future performance obligations

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

March 31, 2026
Unsatisfied transaction price(a)Weighted average recognition timing (in years)
LNG revenue$336.519.4 years

(a) A portion of the transaction price is based on the forecasted Henry Hub index as of March 31, 2026.

Significant judgments were made when estimating the transaction price allocated to future performance obligations. These include i) the best estimate of when the Company's respective projects will reach COD and the post-COD SPAs will commence, which is currently expected to occur in 2026 and 2027 for Phases 1 and 2 of the Plaquemines Project, respectively, and 2029 and 2030 for Phases 1 and 2 of the CP2 Project, respectively, and ii) reductions to the transaction price to reflect management's best estimate of variable consideration. This variable consideration relates to the pending disputes with Calcasieu Project post-COD SPA customers who are asserting that the Calcasieu Project was delayed in declaring COD under the respective post-COD SPAs.

Note 4 –Inventory

The following table summarizes the components of inventory:

March 31,2026December 31,2025
Spare parts and materials$168$159
LNG2656
LNG in-transit3224
Other1514
Total inventory, net$241$253

Note 5 –Property, Plant and Equipment

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

Estimated useful lifeMarch 31,2026December 31,2025
Terminal and interconnected pipeline facilities(a)4-48$34,266$32,651
Construction in progressN/A8,9577,641
Advanced equipment and construction paymentsN/A5,7605,541
LNG tankers252,0371,780
Other(b)2-35719711
Total property, plant and equipment at cost51,73948,324
Accumulated depreciation(1,985)(1,736)
Total property, plant and equipment, net$49,754$46,588

(a)In the third quarter of 2025, the Company determined that it was reasonably certain to exercise certain options to renew various land leases thereby extending the remaining lease terms and therefore extended the estimated useful lives of the terminal assets previously constrained by the terms of the land lease to which they are affixed. This resulted in a $91 million reduction to depreciation expense, or $0.04 increase in basic and diluted earnings per share for the three months ended March 31, 2026. See Note 6 – Leases for further discussion.

(b)Includes finance lease assets, buildings, and land, which does not depreciate. See Note 6 – Leasesfor further discussion.

The following table presents depreciation expense recognized on the condensed consolidated statements of operations:

Three months ended March 31,
20262025
Depreciation expense$249$214

Note 6 –Leases

Operating leases consist primarily of leased land, LNG tankers, and office space and facilities. Finance leases consist primarily of leased marine vessels and a bridge.

The following table presents the line item classification of right-of-use assets and lease liabilities on the condensed consolidated balance sheets:

Line itemMarch 31,2026December 31,2025
Right-of-use assets—operatingRight-of-use assets$731$737
Right-of-use assets—financeProperty, plant and equipment, net286286
Total right-of-use assets$1,017$1,023
Current operating lease liabilitiesAccrued and other liabilities$56$62
Current finance lease liabilitiesAccrued and other liabilities99
Noncurrent operating lease liabilitiesNoncurrent operating lease liabilities697696
Noncurrent finance lease liabilitiesOther noncurrent liabilities247249
Total lease liabilities$1,009$1,016

The Company's lease costs are presented in various line items consistent with the underlying nature of the lease. The following table presents the components of total lease costs included in the condensed consolidated statements of operations.

Three months ended March 31,
20262025
Operating lease cost$37$33
Finance lease cost99
Total lease cost$46$42

Note 7 –Accrued and Other Liabilities

Components of accrued and other liabilities included:

March 31,2026December 31,2025
Construction and equipment costs$1,031$819
Natural gas purchases633892
Interest473534
Compensation177232
Settlement of Calcasieu Funding preferred units109—
Distributions to non-controlling interests34—
Derivative liabilities69104
Other243214
Total accrued and other liabilities$2,769$2,795

Note 8 –Debt

The following table summarizes outstanding debt:

MaturityMarch 31,2026December 31,2025
Fixed rate:
VGLNG Senior Secured Notes(a)2028 - 2032$11,000$11,000
VGCP Senior Secured Notes(b)2029 - 20334,7504,750
VGPL Senior Secured Notes(c)2030 - 20369,5009,500
Other fixed rate debt(d)20298484
Variable rate:
Calcasieu Pass Credit Facilities2026757806
Plaquemines Credit Facilities20292,6832,683
CP2 Credit Facilities20324,5551,860
CP2 Holdings EBL Facilities20282,6643,000
Blackfin Credit Facilities2030 - 20321,1511,129
Total outstanding debt37,14434,812
Less: Unamortized debt discount, premium and issuance costs(562)(607)
Total outstanding debt, net36,58234,205
Less: Current portion of long-term debt, net(126)(812)
Total long-term debt, net$36,456$33,393

(a)The Venture Global LNG, Inc. ("VGLNG") Senior Secured Notes are secured on a pari passu basis by a first-priority security interest in substantially all of the existing and future assets of VGLNG and the future guarantors, if any. In addition, VGLNG has pledged its membership interests in certain material direct subsidiaries as collateral to secure its obligations under the VGLNG Senior Secured Notes.

(b)The obligations of Venture Global Calcasieu Pass, LLC ("VGCP") under the VGCP Senior Secured Notes are guaranteed by TransCameron Pipeline, LLC ("TCP") and secured on a pari passu basis by a first-priority security interest in certain assets that secure the Calcasieu Pass Credit Facilities.

(c)The obligations of Venture Global Plaquemines LNG, LLC ("VGPL") under the VGPL Senior Secured Notes are guaranteed by Venture Global Gator Express, LLC ("Gator Express") and secured on a pari passu basis by a first-priority security interest in the assets that secure the Plaquemines Credit Facilities.

(d)Secured by a first priority interest in corporate property.

Fixed rate debt

VGCP Senior Secured Notes

In April 2026, VGCP issued $750 million aggregate principal amount of 6.000% senior secured notes due 2036 (the “VGCP 2036 Notes”). The net proceeds from the issuance of the VGCP 2036 Notes, hedge termination proceeds, and cash on hand were used to prepay, in full, the $757 million outstanding under the Calcasieu Pass Construction Term Loan and to pay costs incurred with the offering. As a result of the refinancing, the Calcasieu Pass Construction Term Loan is classified as noncurrent on the condensed consolidated balance sheets as of March 31, 2026. See Note 20 – Subsequent Events.

Variable rate debt — LNG projects

Below is a summary of senior secured committed credit facilities outstanding for our LNG projects as of March 31, 2026:

Calcasieu Pass Credit Facilities(a) · Plaquemines Credit Facilities(b) · CP2 Credit Facilities(c)
Calcasieu Pass Construction Term LoanCalcasieu Pass Working Capital FacilityPlaquemines Construction Term LoanPlaquemines Working Capital FacilityCP2 Construction Term LoanCP2 Working Capital FacilityCP2 Holdings EBL Facilities(d)
Total commitments$5,477$555$12,948$2,100$19,100$1,600$3,000
Less:
Outstanding balances757—2,5291544,555—2,664
Commitments prepaid or terminated4,720—10,419———336
Letters of credit issued—253—1,355—183—
Available commitments$—$302$—$591$14,545$1,417$—

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

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

(c)The obligations of Venture Global CP2 LNG, LLC ("CP2") as the borrower are guaranteed by CP2 Procurement, LLC ("CP2 Procurement") and Venture Global CP Express, LLC ("CP Express") and secured by a first-priority lien on substantially all of the assets of CP2, CP2 Procurement and CP Express, as well as all of the membership interests in those companies.

(d)CP2 LNG Holdings, LLC ("CP2 Holdings") as the borrower has pledged all its assets as collateral to secure its obligations under the CP2 Holdings EBL Facilities.

Final Investment Decision ("FID") for Phase 2 of the CP2 Project

In March 2026, Phase 2 of the CP2 Project achieved FID. The Company obtained $8.6 billion in additional project financing to fund the development and construction of Phase 2 of the CP2 Project by amending and restating its CP2 Credit Facilities to upsize (i) the $11.3 billion CP2 Construction Term Loan by $7.9 billion and (ii) the $850 million CP2 Working Capital Facility by $750 million. This resulted in an aggregate amount of $20.7 billion under the CP2 Credit Facilities to fund a portion of the project costs for Phases 1 and 2 of the CP2 Project and select activities for the CP2 Expansion Project. In connection with the upsizing of the CP2 Credit Facilities, CP2 incurred debt issuance costs of $313 million primarily related to lender fees which are amortized over the term of the credit facility.

The CP2 Credit Facilities can be voluntarily prepaid at any time without premium or penalty.

Calcasieu Funding Credit Facility

In April 2026, Calcasieu Pass Funding, LLC ("Calcasieu Funding"), an indirect controlled subsidiary of the Company, entered into a $1.75 billion variable rate senior secured term loan B facility (the "Calcasieu Funding TLB Facility") due April 2033. A portion of the proceeds from the financing were used to redeem, in full, the $1.6 billion CP Funding Redeemable Preferred Units, as defined and discussed in Note 14 – Redeemable Stock of Subsidiary, and pay costs incurred in connection with the offering. See Note 20 – Subsequent Events.

Variable rate debt — pipeline infrastructure projects

Below is a summary of senior secured committed credit facilities outstanding for the Company's pipeline infrastructure projects as of March 31, 2026:

Blackfin Credit Facilities(a)
Blackfin TLA FacilityBlackfin TLB FacilityBlackfin Working Capital Facility
Total commitments$425$1,075$75
Less:
Outstanding balances791,072—
Commitments prepaid or terminated—3—
Available commitments$346$—$75

(a)Blackfin, as borrower, has pledged all its assets as collateral to secure its obligations under the Blackfin Credit Facilities.

VGLNG Revolving Credit Facility

Below is a summary of senior secured committed credit facilities outstanding for the VGLNG Revolving Credit Facility as of March 31, 2026:

VGLNG Revolving Credit Facility(a)
Total commitments$2,000
Less:
Outstanding balances—
Available commitments$2,000

(a)The VGLNG Revolving Credit Facility matures on November 7, 2030. Borrowings under the VGLNG Revolving Credit Facility are secured by a first-priority perfected security interest in, subject to certain exceptions, substantially all of the existing and future assets of VGLNG and any future guarantors, if any. As of March 31, 2026, there are no guarantors. If certain of VGLNG’s subsidiaries incur or guarantee certain amounts of indebtedness in the future, then they will be required to guarantee the VGLNG Revolving Credit Facility.

Interest expense on debt

The following table presents the total interest expense incurred on debt and other instruments:

Three months ended March 31,
20262025
Stated interest$630$526
Amortization of debt discounts, premiums and issuance costs5832
Other interest and fees3611
Total interest cost724569
Capitalized interest(280)(293)
Total interest expense, net$444$276

Note 9 –Derivatives

Overview of derivative instruments

The Company has entered into interest rate swaps to mitigate its exposure to variability in interest payments associated with certain variable rate debt. None of the Company's interest rate swaps was designated as cash flow hedges as of March 31, 2026 or December 31, 2025.

The following table summarizes outstanding interest rate swaps, all of which receive variable rate compounding U.S. Secured Overnight Financing Rate ("SOFR"):

Outstanding notional as of
Debt instrumentLatest maturityMandatory early terminationPayfixed rate(a)Maximum notionalMarch 31,2026December 31,2025
CP2 Credit Facilities205020324.04%$13,319$2,970$1,402
Plaquemines Credit Facilities204720292.46%2,0512,0512,051
Blackfin Credit Facilities20472030 & 20323.71%1,1891,1891,191
Calcasieu Pass Credit Facilities(b)203620262.56%735735783
Total notional$17,294$6,945$5,427

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

(b)In April 2026, the Company settled, in full, the Calcasieu Pass Construction Term Loan and associated interest rate swaps. See Note 20 – Subsequent Events for further discussion.

Natural gas supply contracts

The Company has natural gas supply contracts for the supply of feed gas to its projects. None of the Company's natural gas supply contracts was designated as normal purchases and normal sales or hedges as of March 31, 2026 or December 31, 2025.

The following table summarizes outstanding natural gas supply contracts recognized as derivatives (notional amount in millions of MMBtus):

Total notional as of
Latest maturityMarch 31,2026December 31,2025
Total notional20394,3043,613

Overview of results

The following table summarizes the fair value and classification of derivatives on the condensed consolidated balance sheets:

Balance sheet locationMarch 31,2026December 31,2025
Assets
Interest rate swapsDerivative assets$40$36
Natural gas supply contractsDerivative assets4829
Interest rate swapsNoncurrent derivative assets203203
Natural gas supply contractsNoncurrent derivative assets313
Total assets$294$281
Liabilities
Interest rate swapsAccrued and other liabilities$29$32
Natural gas supply contractsAccrued and other liabilities4072
Interest rate swapsOther noncurrent liabilities6363
Natural gas supply contractsOther noncurrent liabilities8789
Total liabilities$219$256

The following table presents the gross and net fair value of outstanding derivatives:

March 31, 2026December 31, 2025
Gross balanceBalance subject to nettingNet balanceGross balanceBalance subject to nettingNet balance
Derivative assets$312$(18)$294$296$(15)$281
Derivative liabilities(237)18(219)(271)15(256)

The following table presents the pre-tax effects of derivative instruments recognized in earnings:

Three months ended March 31,
Line item20262025
Natural gas supply contractsCost of sales$(45)$38
Natural gas supply contractsDevelopment expense3—
Interest rate swapsGain (loss) on interest rate swaps15(192)

Credit-risk related contingent features

The interest rate swap agreements contain cross default provisions whereby if the Company were to default on certain indebtedness, it could also be declared in default on its derivative obligations and may be required to net settle the outstanding derivative liability positions with its counterparties. As of March 31, 2026, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. The aggregate fair value of the Company's interest rate swap derivative instruments with credit-risk related contingent features in a net liability position was $92 million as of March 31, 2026.

Natural gas supply contracts

Certain natural gas supply contracts contain credit risk-related contingent features which stipulate that if the Company's credit ratings were to change, it could lead to a change in required collateral. The aggregate fair value of the Company's natural gas supply contracts with credit-risk related contingent features in a net liability position was $57 million. The Company posted $90 million of collateral associated with these credit-risk related contingent features in the form of letters of credit under the Calcasieu Pass Working Capital Facility as of March 31, 2026.

Note 10 –Fair Value Measurements

The following table presents financial assets and liabilities measured at fair value on a recurring basis and indicates their levels within the fair value hierarchy:

March 31, 2026December 31, 2025
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Money market funds(a)$355$—$—$355$340$—$—$340
Interest rate swaps(b)—245—245—245—245
Natural gas supply contracts(b)——6767—15051
Total$355$245$67$667$340$246$50$636
Liabilities
Interest rate swaps(c)$—$93$—$93$—$102$—$102
Natural gas supply contracts(c)—2142144—20149169
Total$—$95$142$237$—$122$149$271

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

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

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

The fair values of the Company's interest rate swaps are classified as Level 2 and determined using a discounted cash flow method that incorporates observable inputs. The fair value calculation includes a credit valuation adjustment and forward interest rate curves for the same periods of the future maturity dates of the interest rate swaps. For further discussion, see Note 9 – Derivatives.

Level 3 unobservable inputs

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

Due to the uncertainty surrounding these inputs, certain natural gas supply contracts are classified as Level 3 in the fair value hierarchy. Changes in these inputs can have a significant impact on the valuation of the Company's natural gas supply contracts, which can result in a significantly higher or lower estimated fair value. See Note 9 – Derivativesfor further discussion.

The following table includes quantitative information for the unobservable inputs for Level 3 natural gas supply contracts as of March 31, 2026 (natural gas price amounts in dollars):

Valuation approachSignificant unobservable inputRange of significant unobservable inputArithmetic average of significant unobservable input
Discounted cash flowForward natural gas price per MMBtu(a)$2.61 to $5.80$3.70
Option pricing modelVolatility12.4% to 62.6%24.3%

(a) At illiquid delivery locations.

The following table sets forth a reconciliation of changes in the net fair value of derivative instruments measured at fair value on a recurring basis using Level 3 inputs:

Three months ended March 31,
20262025
Beginning balance as of January 1$(99)$6
Total realized and unrealized loss included in earnings(27)(10)
Settlements62(24)
Transfer into Level 3(11)—
Ending balance as of March 31$(75)$(28)
Unrealized gain (loss) included in earnings$35$(34)

Other financial instruments

The following table presents the carrying value, fair value and fair value hierarchy of outstanding debt instruments in the condensed consolidated balance sheets:

March 31, 2026
Carrying value · Fair value
Level 1 · Level 2 · Level 3 · Total
Fixed rate debt$25,334$26,158$84$—$26,242
Variable rate debt11,8101,08010,738—11,818
December 31, 2025
Carrying value · Fair value
Level 1 · Level 2 · Level 3 · Total
Fixed rate debt$25,334$25,426$84$—$25,510
Variable rate debt9,4781,0788,403—9,481

Note 11 –Income Taxes

The Company's provision for income taxes is based on an estimated annual effective tax rate, plus discrete items. The Company's effective tax rate was 15.1% for the three months ended March 31, 2026, and was different from the statutory income tax rate due to a combination of factors including stock option windfall tax benefits, the

Foreign-Derived Deduction-Eligible Income ("FDDEI") deduction, non-deductible expenses, and valuation allowance adjustments.

The Company's effective tax rate was 22.6% for the three months ended March 31, 2025, and was different from the statutory income tax rate due to a combination of factors including non-deductible expenses and valuation allowance adjustments caused by a change in the realizability of certain deferred tax assets.

Note 12 –Commitments and Contingencies

Litigation

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

Where no accrued liability has been recognized, it is reasonably possible that some matters could be decided unfavorably to the Company. This could require the Company to pay damages or make expenditures in amounts that could be material but could not be estimated as of March 31, 2026.

Disputes with certain customers under the Calcasieu Project's post-COD SPAs are accounted for under ASC 606, Revenue from Contracts with Customers. See Note 3 – Revenue from Contracts with Customers for discussion of certain disputes with customers.

Credit arrangements

The Company has entered into certain credit arrangements to secure the transportation and supply of natural gas, regasification capacity, and certain equity guarantees for the CP2 Credit Facilities. As of March 31, 2026, the maximum undiscounted potential exposure associated with these arrangements was $825 million. This amount is not currently recognized as a liability on our condensed consolidated balance sheet. To date, no amounts have been drawn against these arrangements.

Note 13 –Equity

On January 27, 2025, the Company completed its IPO in which it issued and sold 70 million shares of Class A common stock, par value $0.01, at a public offering price of $25.00 per share. The 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.

As of March 31, 2026 and December 31, 2025, the 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.

Note 14 –Redeemable Stock of Subsidiary

In August 2019, Calcasieu Funding, an indirect controlled subsidiary of the Company, issued 9 million redeemable preferred units (the "CP Funding Redeemable Preferred Units"). The Redeemable Preferred Units incurred cumulative, quarterly distributions which were paid in cash or in-kind by increasing the face value of the Redeemable Preferred Units.

During the three months ended March 31, 2026, the Company declared a cash settlement of $42 million for the quarterly distribution and cash settlement of $67 million, or 356,067 units, for previously accrued distributions on the CP Funding Redeemable Preferred Units. These declared settlements were recognized in accrued and other liabilities on the condensed consolidated balances sheet as of March 31, 2026. There wereno cash settlements declared during the three months ended March 31, 2025.

The following table summarizes the change in redeemable stock of subsidiary on the condensed consolidated balance sheets:

Three months ended March 31,
20262025
Beginning balance as of January 1$1,696$1,529
Net income attributable to preferred units(a)4238
Settlement of preferred units(109)—
Ending balance as of March 31$1,629$1,567

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

In April 2026, Calcasieu Funding redeemed in full the CP Funding Redeemable Preferred Units, thereby removing the requirement to settle accrued distributions on the CP Funding Preferred Units prior to distributing available cash to VGLNG or its affiliates. See Note 8 – Debt and Note 20 – Subsequent Events for further discussion.

Note 15 –Non-Controlling Interests

VGLNG Series A Preferred Shares

During the three months ended March 31, 2026 and 2025, the Company accumulated dividends of $68 million, or $22.50 per share, and declared and paid dividends of $135 million, or $45.00 per share, on the VGLNG Series A Preferred Shares. The balance of accumulated but undeclared dividends was $1 million, or $0.25 per share and $68 million, or $22.75 per share, as of March 31, 2026 and December 31, 2025, respectively.

Calcasieu Holdings

In August 2019, Calcasieu Pass Holdings, LLC ("Calcasieu Holdings"), an indirect controlled subsidiary of the Company, issued 4 million convertible preferred units (the "CP Holdings Convertible Preferred Units"), which represent third-party ownership in the net assets of Calcasieu Holdings.

Upon COD of the Calcasieu Project in April 2025, the CP Holdings Convertible Preferred Units converted into Class B common units of Calcasieu Holdings. This conversion was equal to approximately 23% of the total outstanding common units of Calcasieu Holdings, reducing the Company's common equity interest in the Calcasieu Project to approximately 77%.

Prior to COD, the CP Holdings Convertible Preferred Units paid a cumulative quarterly distribution recognized as net income attributable to non-controlling interests. Subsequent to COD, the Class B common units of Calcasieu Holdings are adjusted by the amount of earnings or other comprehensive income attributable to the Class B common unit ownership.

The following table summarizes the changes in the third-party ownership in the net assets of Calcasieu Holdings:

Three months ended March 31,
20262025
Beginning balance as of January 1$593$575
Net income attributable to non-controlling interests2715
Distributions(34)(15)
Ending balance as of March 31$586$575

Note 16 –Earnings per Share

Earnings per share is calculated using the two-class method and presented on a combined basis since the Class A common stock and the Class B common stock have identical rights and privileges, except for voting rights.

The following table sets forth the computation of net income per share attributable to the Class A and the Class B common stock outstanding (share amounts in millions):

Three months ended March 31,
20262025
Net income$625$517
Less: Net income attributable to redeemable stock of subsidiary4238
Less: Net income attributable to non-controlling interests2715
Less: Dividends on VGLNG Series A preferred shares6868
Net income attributable to common stockholders$488$396
Weighted average shares of common stock outstanding
Basic2,4632,399
Dilutive stock options outstanding172244
Diluted2,6352,643
Net income attributable to common stockholders per share—basic(a)$0.20$0.17
Net income attributable to common stockholders per share—diluted(a)$0.19$0.15
Anti-dilutive stock options excluded from diluted net income per share3314

(a) Earnings per share may not recalculate exactly due to rounding.

Note 17 –Supplemental Cash Flow Information

The following table sets forth supplemental disclosure of cash flow information:

Three months ended March 31,
20262025
Accrued capital expenditures$1,521$978
Cash paid for interest, net of amounts capitalized439253
Cash paid for operating leases3643

Note 18 –Segment Information

The following tables present financial information bysegment, including significant segment expenses regularly provided to the chief operating decision maker, and a reconciliation of segment income (loss) from operations to income before income tax expense on the condensed consolidated statements of operations for the periods indicated.

Three months ended March 31, 2026
Calcasieu Project · Plaquemines Project · CP2 Project · Sales andShipping · Corporate, other and eliminations · Total
Revenue$1,085$3,393$—$818$(697)$4,599
Operating expense
Cost of sales7792,044—628(667)2,784
Operating and maintenance expense751052272(4)270
General and administrative expense4171615997
Development expense—1812—1646
Depreciation and amortization45168—1820251
Total operating expense9032,35250719(576)3,448
Income (loss) from operations$182$1,041$(50)$99$(121)$1,151
Interest income28
Interest expense, net(444)
Gain on interest rate swaps15
Loss on financing transactions(13)
Loss on foreign currency transactions(1)
Income before income tax expense$736
Three months ended March 31, 2025
Calcasieu Project · Plaquemines Project · CP2 Project · Sales andShipping · Corporate, other and eliminations · Total
Revenue$1,638$1,186$1$481$(412)$2,894
Operating expense
Cost of sales536540—392(409)1,059
Operating and maintenance expense13174149(3)252
General and administrative expense41614269105
Development expense—10149—23182
Depreciation and amortization65131—614216
Total operating expense736771164449(306)1,814
Income (loss) from operations$902$415$(163)$32$(106)$1,080
Interest income56
Interest expense, net(276)
Loss on interest rate swaps(192)
Income before income tax expense$668

The following table presents the capital expenditures and total assets by segment for the periods indicated:

Capital expenditures(a) · Total assets
Three months ended March 31, · March 31,2026 · December 31,2025
2026 · 2025
Calcasieu Project$3$8$6,910$6,955
Plaquemines Project3212,21626,14526,256
CP2 Project2,40468414,38110,857
Sales and shipping179742,6932,485
Corporate, other and eliminations2744966,1716,893
Total$3,181$3,478$56,300$53,446

(a)Includes financed capital expenditures.

Note 19 –Recent Accounting Pronouncements

The following table provides a description of a recently issued accounting pronouncement that has not yet been adopted as of March 31, 2026. Accounting pronouncements not listed below were assessed and determined to not have a material impact to the condensed consolidated financial statements.

StandardDescriptionEffect on the Company's condensed consolidated financial statements
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)In November 2024, the FASB issued ASU 2024-03, which enhances income statement disclosures. This requires public business entities to provide a tabular disclosure of relevant expense captions disaggregated into categories such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and amounts that are already required to be disclosed under current GAAP, a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated and the total amount of selling expenses and, in annual periods, an entity's definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The standard should be applied on a prospective basis, and retrospective application is permitted.The Company is currently evaluating the impact on the financial statement disclosures.

Note 20 –Subsequent Events

In April 2026, Calcasieu Funding entered into, and fully drew, the $1.75 billion Calcasieu Funding TLB Facility. Proceeds from the Calcasieu Funding TLB Facility were used to redeem, in full, the $1.6 billion CP Funding Redeemable Preferred Units. See Note 8 – Debtand Note 14 – Redeemable Stock of Subsidiaryfor further discussion.

In April 2026, VGCP issued the $750 million VGCP 2036 Notes and prepaid, in full, the $757 million outstanding under the Calcasieu Pass Construction Term Loan. See Note 8 – Debt for further discussion.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.