Skip to main content

Venture Global, Inc.

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

View on SEC.gov

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.

Sep 30, 2026 · Filed Nov 10, 2026

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

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share information)

September 30,2026December 31,2025
ASSETS
Current assets
Cash and cash equivalents$3,420$2,355
Restricted cash172195
Accounts receivable1,054918
Inventory, net304253
Derivative assets12265
Prepaid expenses and other current assets151254
Total current assets5,2234,040
Property, plant and equipment, net57,36846,588
Right-of-use assets996737
Noncurrent restricted cash1,535875
Deferred financing costs841543
Noncurrent derivative assets1,566216
Other noncurrent assets579447
TOTAL ASSETS$68,108$53,446
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$863$737
Accrued and other liabilities3,2202,795
Current portion of debt, net1,694812
Total current liabilities5,7774,344
Long-term debt, net42,91833,393
Noncurrent operating lease liabilities988696
Deferred tax liabilities, net3,2492,320
Other noncurrent liabilities683697
Total liabilities53,61541,450
Commitments and contingencies (Note 12)
Redeemable stock of subsidiary—1,696
Equity
Venture Global, Inc. stockholders' equity
Class A common stock, par value $0.01 per share (548 million and 488 million shares issued and outstanding as of September 30, 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 September 30, 2026 and December 31, 2025)2020
Additional paid in capital2,3572,238
Retained earnings8,9114,720
Accumulated other comprehensive loss(229)(239)
Total Venture Global, Inc. stockholders' equity11,0646,743
Non-controlling interests3,4293,557
Total equity14,49310,300
TOTAL LIABILITIES AND EQUITY$68,108$53,446

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share information)

Three months endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
REVENUE$4,756$3,329$13,933$9,324
OPERATING EXPENSE
Cost of sales (exclusive of depreciation and amortization shown separately below)1,7441,3886,1883,866
Operating and maintenance expense303245908714
General and administrative expense113105322313
Development expense3353102292
Depreciation and amortization268218779701
Total operating expense2,4612,0098,2995,886
INCOME FROM OPERATIONS2,2951,3205,6343,438
OTHER INCOME (EXPENSE)
Interest income432797121
Interest expense, net(486)(421)(1,419)(1,007)
Gain (loss) on interest rate swaps1,368(144)1,507(448)
Loss on financing transactions(32)(141)(141)(204)
Loss on foreign currency transactions—(4)(1)(4)
Total other income (expense)893(683)43(1,542)
INCOME BEFORE INCOME TAX EXPENSE3,1886375,6771,896
Income tax expense560871,007354
NET INCOME2,6285504,6701,542
Less: Net income attributable to redeemable stock of subsidiary—4447121
Less: Net income attributable to non-controlling interests15104026
Less: Dividends on VGLNG Series A Preferred Shares6767202202
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$2,546$429$4,381$1,193
BASIC EARNINGS PER SHARE
Net income attributable to common stockholders per share—basic$1.02$0.18$1.76$0.49
Weighted average number of shares of common stock outstanding—basic2,5062,4332,4862,418
DILUTED EARNINGS PER SHARE
Net income attributable to common stockholders per share—diluted$0.96$0.16$1.66$0.45
Weighted average number of shares of common stock outstanding—diluted2,6462,6412,6412,639

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
NET INCOME$2,628$550$4,670$1,542
Other comprehensive income
Cash flow hedges, net
Reclassification to earnings, net of income tax expense of $0, $0, $1, and $2, respectively33109
COMPREHENSIVE INCOME2,6315534,6801,551
Less: Comprehensive income attributable to redeemable stock of subsidiary—4447121
Less: Comprehensive income attributable to non-controlling interests15114026
Less: Dividends on VGLNG Series A Preferred Shares6767202202
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$2,549$431$4,391$1,202

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 ($0.018/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
Net income—————1,347—1,34765
Stock-based compensation15———33——33—
Dividends declared on common stock ($0.018/share)—————(44)—(44)—
Subsidiary distributions————————(41)
Other comprehensive income——————33—
BALANCE AT JUNE 30, 2026529$51,969$20$2,313$6,466$(232)$8,572$3,507
Net income—————2,546—2,54682
Stock-based compensation19———44——44—
Dividends declared on common stock ($0.040/share)—————(101)—(101)—
Subsidiary distributions————————(160)
Other comprehensive income——————33—
BALANCE AT SEPTEMBER 30, 2026548$51,969$20$2,357$8,911$(229)$11,064$3,429
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
Net income—————368—36868
Stock-based compensation5———16——16—
Subsidiary distributions————————(2)
Other comprehensive income (loss)——————44(1)
BALANCE AT JUNE 30, 2025456$41,969$20$2,180$3,307$(242)$5,269$3,536
Net income—————429—42977
Stock-based compensation21———34——34—
Dividends declared on common stock ($0.017/share)—————(42)—(42)—
Subsidiary distributions————————(135)
Other comprehensive income——————221
BALANCE AT SEPTEMBER 30, 2025477$41,969$20$2,214$3,694$(240)$5,692$3,479

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months endedSeptember 30,
20262025
OPERATING ACTIVITIES
Net income$4,670$1,542
Adjustments to reconcile net income to net cash from operating activities:
(Gain) loss on derivatives, net(1,511)539
Cash from settlement of derivatives, net29994
Loss on financing transactions141204
Deferred taxes925350
Non-cash interest expense101101
Depreciation and amortization779701
Stock-based compensation3734
Changes in operating assets and liabilities:
Accounts receivable(136)(279)
Inventory(46)(56)
Prepaid expenses and other current assets(36)(9)
Accounts payable and accrued liabilities(183)345
Other, net(27)(11)
Net cash from operating activities4,7434,455
INVESTING ACTIVITIES
Capital expenditures(10,742)(9,740)
Other investing activities, net250163
Net cash used by investing activities(10,492)(9,577)
FINANCING ACTIVITIES
Issuance of debt and draws on credit facilities15,42111,390
IPO issuance of Class A common stock—1,750
Repayment of debt(5,134)(7,697)
Redemption of CP Funding Redeemable Preferred Units(1,743)—
Financing and issuance costs(559)(898)
Payments of subsidiary dividends and distributions(370)(381)
Payments of dividends on common stock(190)(42)
Other financing activities, net26(72)
Net cash from financing activities7,4514,050
Net increase (decrease) in cash, cash equivalents and restricted cash1,702(1,072)
Cash, cash equivalents and restricted cash at beginning of period3,4254,614
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD$5,127$3,542

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," 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. The Company's 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 LNG 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. 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. Certain prior period amounts have been reclassified to conform to current period presentation.

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:

September 30,2026December 31,2025
Current restricted cash
Debt service reserves$14$121
Other project reserves15874
Total current restricted cash$172$195
Noncurrent restricted cash
Construction reserves$903$770
Debt service reserves632105
Total noncurrent restricted cash$1,535$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:

September 30,2026December 31,2025
Cash and cash equivalents$3,420$2,355
Current restricted cash172195
Noncurrent restricted cash1,535875
Cash, cash equivalents, and restricted cash per the condensed consolidated statements of cash flows$5,127$3,425

Note 3 –Revenue from Contracts with Customers

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

Three months endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
LNG revenue$4,734$3,309$13,865$9,269
Other revenue22206855
Total revenue$4,756$3,329$13,933$9,324

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):

September 30, 2026
Unsatisfied transaction price(a)Weighted average recognition timing (in years)
LNG revenue$360.319.3 years

(a) A portion of the transaction price is based on the forecasted Henry Hub index as of September 30, 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 2027 for Phase 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:

September 30,2026December 31,2025
Spare parts and materials$194$159
LNG2656
LNG in-transit7124
Other1314
Total inventory, net$304$253

Note 5 –Property, Plant and Equipment

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

Estimated useful lifeSeptember 30,2026December 31,2025
Terminal and interconnected pipeline facilities(a)3-48$34,997$32,651
Construction in progressN/A17,4477,641
Advanced equipment and construction paymentsN/A4,3695,541
LNG tankers252,3151,780
Other(b)2-35747711
Total property, plant and equipment at cost59,87548,324
Accumulated depreciation(2,507)(1,736)
Total property, plant and equipment, net$57,368$46,588

(a)In the third quarter of 2025, the Company became reasonably certain to exercise renewal options for certain land leases, which extended the remaining lease terms and the estimated useful lives of the related terminal assets. This resulted in a $181 million reduction to depreciation expense, or a $0.07 increase in basic and diluted earnings per share for the nine months ended September 30, 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 endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
Depreciation expense$264$216$770$693

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 itemSeptember 30,2026December 31,2025
Right-of-use assets—operatingRight-of-use assets$996$737
Right-of-use assets—finance, netProperty, plant and equipment, net229239
Total right-of-use assets$1,225$976
Current operating lease liabilitiesAccrued and other liabilities$40$62
Current finance lease liabilitiesAccrued and other liabilities99
Noncurrent operating lease liabilitiesNoncurrent operating lease liabilities988696
Noncurrent finance lease liabilitiesOther noncurrent liabilities244249
Total lease liabilities$1,281$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 endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
Operating lease cost$35$37$110$98
Finance lease cost972626
Total lease cost$44$44$136$124

Note 7 –Accrued and Other Liabilities

Components of accrued and other liabilities included:

September 30,2026December 31,2025
Construction and equipment costs$1,494$819
Natural gas purchases581892
Interest476534
Compensation268232
Other401318
Total accrued and other liabilities$3,220$2,795

Note 8 –Debt

The following table summarizes outstanding debt:

MaturitySeptember 30,2026December 31,2025
Fixed rate:
VGLNG Senior Secured Notes(a)2029 - 2036$11,000$11,000
VGCP Senior Secured Notes(b)2029 - 20365,5004,750
VGPL Senior Secured Notes(c)2030 - 20369,5009,500
Other fixed rate debt(d)20298484
Variable rate:
Calcasieu Funding TLB Facility(e)20331,746—
Plaquemines Credit Facilities(f)20292,6832,683
CP2 Credit Facilities(g)203210,5701,860
CP2 Holdings EBL Facilities(h)20281,1283,000
Blackfin Credit Facilities(i)2030 - 20321,3281,129
VG Shipping Facility(j)20321,312—
VGLNG Short-Term Revolver(k)2027275—
Calcasieu Pass Credit Facilities2026—806
Total outstanding debt45,12634,812
Less: Unamortized debt discount, premium and issuance costs(514)(607)
Total outstanding debt, net44,61234,205
Less: Current portion of debt, net(1,694)(812)
Total long-term debt, net$42,918$33,393

(a)Secured on a pari passu basis by a first-priority security interest in substantially all assets held by Venture Global LNG, Inc. ("VGLNG") and VGLNG’s membership interests in certain material direct subsidiaries.

(b)Secured on a pari passu basis by a first-priority security interest in substantially all assets held by and membership interests in Venture Global Calcasieu Pass, LLC ("VGCP") and TransCameron Pipeline, LLC (“TCP”), and guaranteed by TCP.

(c)Secured on a pari passu basis by a first-priority security interest in substantially all assets held by and membership interests in Venture Global Plaquemines LNG, LLC ("VGPL") and Venture Global Gator Express, LLC (“Gator Express”), and guaranteed by Gator Express.

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

(e)Secured by a first-priority security interest in substantially all assets held by and membership interests in Calcasieu Pass Funding, LLC (“Calcasieu Funding”).

(f)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGPL Senior Secured Notes, and guaranteed by Gator Express.

(g)Secured by a first-priority security interest in substantially all assets held by and membership interests in Venture Global CP2 LNG, LLC ("CP2"), Venture Global CP Express, LLC (“CP Express”) and CP2 Procurement, LLC ("CP2 Procurement"), and guaranteed by CP2 Procurement and CP Express.

(h)Secured by a first-priority security interest in substantially all assets held by and membership interests in CP2 LNG Holdings, LLC ("CP2 Holdings").

(i)Secured on a pari passu basis by a first-priority security interest in substantially all assets held by and membership interests in Blackfin Pipeline, LLC ("Blackfin") and Blackfin Supply, LLC (“Blackfin Supply”), and guaranteed by Blackfin Pipeline Pledgor, LLC (“Blackfin Pledgor”) and Blackfin Supply.

(j)Secured by a first-priority security interest in substantially all assets held by and membership interests in Venture Global Shipping Holdings, LLC (“VGSH”) and each of its direct subsidiaries, and guaranteed by each subsidiary of VGSH.

(k)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGLNG Senior Secured Notes and the VGLNG senior secured credit facility (the "VGLNG Long-Term Revolver").

Construction term loans

The following table summarizes the commitments and available capacity under project construction term loan facilities which have not been fully drawn as of September 30, 2026.

CP2 Construction Term LoanBlackfin TLA FacilityVG Shipping Facility
Total commitments$19,100$425$1,500
Less: Outstanding balances10,5702611,312
Available commitments$8,530$164$188

Working capital and revolving credit facilities

The following table summarizes the commitments and available capacity under outstanding working capital and revolving credit facilities as of September 30, 2026.

VGLNG Long-Term Revolver(a)VGLNG Short-Term RevolverCalcasieu Pass Working Capital Facility(b)Plaquemines Working Capital Facility(c)CP2 Working Capital Facility(d)Blackfin Working Capital Facility(e)
Total commitments$2,000$3,000$555$2,100$1,600$75
Less:
Outstanding balances—275—154——
Letters of credit issued——180976263—
Available commitments$2,000$2,725$375$970$1,337$75
Year of maturity203020272033202920322030

(a)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGLNG Senior Secured Notes.

(b)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGCP Senior Secured Notes, and guaranteed by TCP. Facility amended in June 2026, see below for further discussion.

(c)Secured on a pari passu basis by a first-priority security interest in the assets that secure the VGPL Senior Secured Notes and the Plaquemines Construction Term Loan, and guaranteed by Gator Express.

(d)Secured on a pari passu basis by a first-priority security interest in the assets that secure the CP2 Construction Term Loan, and guaranteed by CP Express and CP2 Procurement.

(e)Secured on a pari passu basis with the Blackfin TLA Facility and Blackfin TLB Facility, and guaranteed by Blackfin Pledgor and Blackfin Supply.

Current year debt activity

VGLNG Short-Term Revolver

In September 2026, VGLNG, a wholly owned direct subsidiary of the Company, entered into a $3.0 billion 364-day senior secured credit facility (the "VGLNG Short-Term Revolver") due September 2027. The facility bears interest, at the Company's election, at either a U.S. Secured Overnight Financing Rate ("SOFR") based rate or base rate plus an applicable margin of 2.500% and 1.500%, respectively. The facility also includes a commitment fee of 0.350% on undrawn amounts. Such margins and commitment fees are subject to certain step-downs if VGLNG obtains one or more investment grade credit ratings. The Company incurred $46 million of financing costs which will be amortized over the term of the credit facility. Proceeds from the VGLNG Short-Term Revolver are available to be used for general corporate purposes of VGLNG and its subsidiaries. VGLNG hastwo options to extend the maturity date of the VGLNG Short-Term Revolver by an additional 364 days per option, subject to the approval of the lenders. The VGLNG Short-Term Revolver can be voluntarily prepaid at any time without premium or penalty.

Blackfin TLB Facility

In August 2026, Blackfin, a controlled indirect subsidiary, repriced the outstanding $1.1 billion aggregate term loan B senior secured term loan facility ("Blackfin TLB Facility"), reducing the applicable margin by 50 basis points to 2.500% and 1.500%, at the Company's election of a SOFR-based rate or base rate, respectively. The transaction was accounted for as a partial debt extinguishment resulting in a $5 million loss on financing transactions during the nine months ended September 30, 2026.

VGLNG Senior Secured Notes

In June 2026, VGLNG issued $2.25 billion aggregate principal amount of senior secured notes in two series: (i) $1.125 billion of 6.375% senior secured notes due December 2034 (the "VGLNG 2034 Notes") and (ii) $1.125 billion of 6.625% senior secured notes due June 2036 (the "VGLNG 2036 Notes"). The Company incurred $29 million of financing costs which will be amortized over the term of the notes. Proceeds from the issuance were used to redeem in full the $2.25 billion outstanding 8.125% senior secured notes due 2028 (the "VGLNG 2028 Notes"). The redemption was accounted for as a debt extinguishment and resulted in a $70 million loss on financing transactions, including a $46 million early redemption premium. VGLNG may redeem all or part of the VGLNG 2034 and VGLNG 2036 Notes at specified prices set forth in the respective governing indenture, plus accrued interest, as of the date of the redemption.

VG Shipping Facility

In June 2026, VGSH, a wholly owned indirect subsidiary of the Company, entered into a $1.5 billion variable rate senior secured term loan facility due June 2032 (the "VG Shipping Facility"). Borrowings under the VG Shipping Facility bear interest at a SOFR-based rate or a base rate, subject to a 0.000% floor, plus a 2.000% margin or 1.000% margin, respectively. The facility also includes a commitment fee of 0.800% on undrawn amounts. The Company incurred $44 million of financing costs which will be amortized over the term of the facility. Proceeds from the VG Shipping Facility were used to reimburse VGLNG for prior LNG tanker acquisition payments, fund certain reserve accounts, and pay transaction costs. The VG Shipping Facility can be voluntarily prepaid without premium or penalty.

Calcasieu Pass Working Capital Facility

In June 2026, VGCP, a controlled indirect subsidiary of the Company, refinanced the Calcasieu Pass Working Capital Facility and extended the maturity date from August 2026 to June 2033. The Company incurred $17 million of financing costs related to the refinancing which will be amortized over the remaining term of the facility.

Calcasieu Funding TLB Facility

In April 2026, Calcasieu Funding, a wholly owned indirect subsidiary of the Company, entered into a $1.75 billion variable rate senior secured term loan B facility due April 2033 (the "Calcasieu Funding TLB Facility"). The facility bears interest at the Company's election at either a SOFR-based rate or a base rate, plus an applicable margin of 3.250% and 2.250%, respectively. The Company incurred $49 million of financing costs, including $26 million as a debt discount, to be amortized over the term of the facility. A portion of the proceeds was used to redeem in full the $1.6 billion CP Funding Redeemable Preferred Units discussed in Note 14 – Redeemable Stock of Subsidiary, and to pay related transaction costs. The Calcasieu Funding TLB Facility can be voluntarily prepaid without premium or penalty.

VGCP Senior Secured Notes

In April 2026, VGCP issued $750 million aggregate principal amount of 6.000% senior secured notes due May 2036 (the “VGCP 2036 Notes”). The Company incurred $14 million of financing costs which will be amortized over the term of the notes. Proceeds from the issuance, together with cash on hand, were used to prepay in full the $757 million outstanding under the Calcasieu Pass Construction Term Loan. The prepayment was accounted for as a debt extinguishment and resulted in a $2 million loss on financing transactions during the nine months ended September 30, 2026. VGCP may redeem all or part of the VGCP 2036 Notes at specified prices set forth in the respective governing indenture, plus accrued interest, as of the date of the redemption.

CP2 Holdings EBL Facilities

During the nine months ended September 30, 2026, CP2 Holdings, a wholly owned indirect subsidiary of the Company, repaid $1.9 billion outstanding under the CP2 Holdings EBL Facilities. The repayments were accounted for as partial debt extinguishments, resulting in losses on financing transactions of $27 million and $64 million for the three and nine months ended September 30, 2026, respectively.

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

In March 2026, Phase 2 of the CP2 Project achieved FID. At FID, CP2, a wholly owned indirect subsidiary of the Company, amended and restated its CP2 Credit Facilities to obtain an additional $8.6 billion of project financing for the development and construction of Phase 2. The amendment increased (i) the CP2 Construction Term Loan by $7.9 billion to $19.1 billion and (ii) the CP2 Working Capital Facility by $750 million to $1.6 billion. As amended, the CP2 Credit Facilities provide aggregate commitments of $20.7 billion to fund a portion of the project costs for Phases 1 and 2 of the CP2 Project, as well as certain activities related to the CP2 Expansion Project. The Company incurred $334 million of financing costs which are being amortized over the term of the facilities. The CP2 Credit Facilities can be voluntarily prepaid at any time without premium or penalty.

Interest expense on debt

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

Three months endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
Stated interest$742$582$2,063$1,650
Amortization of debt discounts, premiums and issuance costs7048195118
Other interest and fees403212261
Total interest cost8526622,3801,829
Capitalized interest(366)(241)(961)(822)
Total interest expense, net$486$421$1,419$1,007

Note 9 –Derivatives

Overview of derivative instruments

The Company uses interest rate swaps to mitigate exposure to changes in interest payments on certain variable rate debt. None of the Company's interest rate swaps was designated as cash flow hedges as of September 30, 2026 or December 31, 2025.

The following table summarizes the Company's outstanding interest rate swaps, all of which receive variable rate compounding SOFR:

Outstanding notional as of
Debt instrumentLatest maturityMandatory early terminationPayfixed rate(a)September 30,2026December 31,2025
CP2 Credit Facilities(b)205020324.05%$7,272$1,402
Plaquemines Credit Facilities204720292.47%2,0512,051
Blackfin Credit Facilities20472030 & 20323.71%1,1851,191
VG Shipping Facility204620324.17%1,114—
Calcasieu Funding TLB Facility2033N/A3.99%580—
Calcasieu Pass Credit Facilities(c)—783
Total notional$12,202$5,427

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

(b)The interest rate swaps associated with the CP2 Credit Facilities have a maximum notional of $14.5 billion.

(c)In April 2026, the Company fully settled the Calcasieu Pass Construction Term Loan and associated interest rate swaps. See Note 8 – Debtfor further discussion.

Natural gas supply contracts

The Company has contracts to acquire the supply of feed gas for its LNG facilities ("natural gas supply contracts"). None of the Company's natural gas supply contracts was designated as normal purchases and normal sales or hedges as of September 30, 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 maturitySeptember 30,2026December 31,2025
Natural gas supply contracts20394,7943,613

Overview of results

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

Balance sheet locationSeptember 30,2026December 31,2025
Assets
Interest rate swapsDerivative assets$79$36
Natural gas supply contractsDerivative assets4329
Interest rate swapsNoncurrent derivative assets1,549203
Natural gas supply contractsNoncurrent derivative assets1713
Total assets$1,688$281
Liabilities
Interest rate swapsAccrued and other liabilities$—$32
Natural gas supply contractsAccrued and other liabilities5372
Interest rate swapsOther noncurrent liabilities—63
Natural gas supply contractsOther noncurrent liabilities12289
Total liabilities$175$256

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

September 30, 2026December 31, 2025
Gross balanceBalance subject to nettingNet balanceGross balanceBalance subject to nettingNet balance
Derivative assets$1,704$(16)$1,688$296$(15)$281
Derivative liabilities(191)16(175)(271)15(256)

The following table presents the pre-tax gain (loss) of derivative instruments recognized in earnings:

Three months endedSeptember 30, · Nine months endedSeptember 30,
Line item2026202520262025
Natural gas supply contractsCost of sales$(10)$24$2$(91)
Natural gas supply contractsDevelopment expense——2—
Interest rate swapsGain (loss) on interest rate swaps1,368(144)1,507(448)

Credit-risk related contingent features

The interest rate swap agreements include cross default provisions that could trigger default under the swaps if the Company defaults on certain indebtedness, potentially requiring settlement of net derivative liability positions with counterparties. As of September 30, 2026, the Company had not posted collateral under these agreements and was not in default under any related provisions. There were no interest rate swaps with credit risk-related contingent features in a net liability position as of September 30, 2026.

Natural gas supply contracts

Certain natural gas supply contracts contain credit risk-related contingent features that could require additional collateral if the Company's credit ratings change. As of September 30, 2026, these contracts in a net liability position had an aggregate fair value of $65 million. The Company had posted $55 million of collateral for these arrangements in the form of letters of credit under the Calcasieu Pass Working Capital Facility as of September 30, 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:

September 30, 2026December 31, 2025
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Money market funds(a)$247$—$—$247$340$—$—$340
Interest rate swaps(b)—1,628—1,628—245—245
Natural gas supply contracts(b)—17576—15051
Total$247$1,629$75$1,951$340$246$50$636
Liabilities
Interest rate swaps(c)$—$—$—$—$—$102$—$102
Natural gas supply contracts(c)—3188191—20149169
Total$—$3$188$191$—$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 measures the fair value of its natural gas supply contracts using income- or options-based valuation models that incorporate present value techniques, risk free interest rates, observable forward commodity price curves, and certain other significant unobservable inputs when applicable. Unobservable inputs may include implied forward curves for illiquid delivery locations and, when applicable, volatility assumptions derived from observed historical market data and adjusted for current market conditions, 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 assumptions could materially affect the estimated fair value of the contracts. For further discussion, see Note 9 – Derivatives.

The following table includes quantitative information for the unobservable inputs for Level 3 natural gas supply contracts as of September 30, 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)$0.83 to $5.34$3.45
Option pricing modelVolatility20.0% to 68.0%26.4%

(a) At illiquid delivery locations.

The following table provides 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 endedSeptember 30,
20262025
Beginning balance as of July 1$(102)$(102)
Total realized and unrealized gain included in earnings2—
Settlements(13)27
Transfer out of Level 3—1
Ending balance as of September 30$(113)$(74)
Unrealized gain (loss) included in earnings$(11)$27
Nine months endedSeptember 30,
20262025
Beginning balance as of January 1$(99)$6
Total realized and unrealized loss included in earnings(90)(141)
Settlements8760
Transfer into Level 3(11)—
Transfer out of Level 3—1
Ending balance as of September 30$(113)$(74)
Unrealized loss included in earnings$(3)$(81)

Other financial instruments

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

September 30, 2026
Carrying value · Fair value
Level 1 · Level 2 · Level 3 · Total
Fixed rate debt$26,084$23,030$84$—$23,114
Variable rate debt19,042—19,042—19,042
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 17.6% and 17.7% for the three and nine months ended September 30, 2026, respectively, 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 research and development credits.

The Company's effective tax rate was 13.7% and 18.7% for the three and nine months ended September 30, 2025, respectively, and was different from the statutory income tax rate due to a combination of factors including stock option windfall tax benefits, 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 September 30, 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, and regasification capacity. As of September 30, 2026, the maximum undiscounted potential exposure associated with these arrangements was $541 million. This amount is not currently recognized as a liability on the condensed consolidated balance sheets, and to date, no amounts have been drawn against these arrangements.

Note 13 –Equity

On January 27, 2025, the Company completed its IPO, issuing 70 million shares of Class A common stock, par value $0.01, at $25.00 per share. Net proceeds were $1.7 billion after underwriting discounts, commissions and offering expenses totaling $80 million. Prior to the completion of the IPO, approximately 1.97 billion Class A shares held by Venture Global Partners II, LLC were converted into an equal number of Class B shares.

As of September 30, 2026 and December 31, 2025, the Company had authorized for issuance 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.

Note 14 –Redeemable Stock of Subsidiary

In August 2019, Calcasieu Funding issued 9 million redeemable preferred units (the "CP Funding Redeemable Preferred Units"). The CP Funding Redeemable Preferred Units incurred cumulative, quarterly distributions which were paid in cash or in-kind by increasing the face value of the CP Funding Redeemable Preferred Units. These distributions were recognized as net income attributable to redeemable stock of subsidiary on the condensed consolidated statements of operations.

In April 2026, Calcasieu Funding fully redeemed the CP Funding Redeemable Preferred Units for $1.6 billion with proceeds from the issuance of the Calcasieu Funding TLB Facility. The redemption removed the requirement to settle accrued distributions on the CP Funding Redeemable Preferred Units before distributing available cash to VGLNG or its affiliates. See Note 8 – Debt for further discussion.

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

Three months endedSeptember 30,
20262025
Beginning balance as of July 1$—$1,606
Net income attributable to preferred units—44
Ending balance as of September 30$—$1,650
Nine months endedSeptember 30,
20262025
Beginning balance as of January 1$1,696$1,529
Net income attributable to preferred units47121
Redemption of preferred units(1,743)—
Ending balance as of September 30$—$1,650

Note 15 –Non-Controlling Interests

VGLNG Series A Preferred Shares

In September 2024, VGLNG issued 3 million Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the "VGLNG Series A Preferred Shares"). The VGLNG Series A Preferred Shares accumulate dividends at an annual rate of 9.000%, or $90.00 a year per preferred share, and are payable semiannually if declared by the VGLNG board of directors. The following table summarizes accumulated but undeclared dividends on the VGLNG Series A Preferred Shares:

Three months endedSeptember 30,
20262025
Beginning balance as of July 1$68$68
Dividends accumulated6767
Dividends declared and paid(135)(135)
Ending balance as of September 30$—$—
Nine months endedSeptember 30,
20262025
Beginning balance as of January 1$68$68
Dividends accumulated202202
Dividends declared and paid(270)(270)
Ending balance as of September 30$—$—

Calcasieu Holdings

In August 2019, Calcasieu Pass Holdings, LLC ("Calcasieu Holdings"), a controlled indirect 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 endedSeptember 30,
20262025
Beginning balance as of July 1$543$572
Net income attributable to non-controlling interests1510
Other comprehensive income—1
Distributions(25)—
Ending balance as of September 30$533$583
Nine months endedSeptember 30,
20262025
Beginning balance as of January 1$593$575
Net income attributable to non-controlling interests4026
Distributions(100)(18)
Ending balance as of September 30$533$583

Note 16 –Earnings per Share

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

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

Three months endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
Net income$2,628$550$4,670$1,542
Less: Net income attributable to redeemable stock of subsidiary—4447121
Less: Net income attributable to non-controlling interests15104026
Less: Dividends on VGLNG Series A preferred shares6767202202
Net income attributable to common stockholders$2,546$429$4,381$1,193
Weighted average shares of common stock outstanding
Basic2,5062,4332,4862,418
Dilutive stock options outstanding140208155221
Diluted2,6462,6412,6412,639
Net income attributable to common stockholders per share—basic(a)$1.02$0.18$1.76$0.49
Net income attributable to common stockholders per share—diluted(a)$0.96$0.16$1.66$0.45
Anti-dilutive stock options excluded from diluted net income per share33143314

(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:

Nine months endedSeptember 30,
20262025
Accrued capital expenditures$2,255$1,661
Cash paid for interest, net of amounts capitalized1,238728
Conversion of equity method investment to property, plant and equipment—327
Right-of-use assets in exchange for new operating lease liabilities322224
Paid-in-kind distribution on redeemable stock of subsidiary—121
Cash paid for operating leases9898

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 September 30, 2026
Calcasieu Project · Plaquemines Project · CP2 Project · Sales andshipping · Corporate, other and eliminations · Total
Revenue
Revenue from external customers$627$1,967$—$2,160$2$4,756
Intersegment revenue581,859——(1,917)—
Total revenue6853,826—2,160(1,915)4,756
Operating expense
Cost of sales4341,334—1,749(1,773)1,744
Operating and maintenance expense771323283(21)303
General and administrative expense42024263113
Development expense—72—2433
Depreciation and amortization47172—2029268
Total operating expense5621,665581,854(1,678)2,461
Income (loss) from operations$123$2,161$(58)$306$(237)$2,295
Interest income43
Interest expense, net(486)
Gain on interest rate swaps1,368
Loss on financing transactions(32)
Income before income tax expense$3,188
Three months ended September 30, 2025
Calcasieu Project · Plaquemines Project · CP2 Project · Sales andshipping · Corporate, other and eliminations · Total
Revenue
Revenue from external customers$711$1,927$—$688$3$3,329
Intersegment revenue—598——(598)—
Total revenue7112,525—688(595)3,329
Operating expense
Cost of sales463973—556(604)1,388
Operating and maintenance expense82991061(7)245
General and administrative expense31613271105
Development expense—1322—1853
Depreciation and amortization46142—1317218
Total operating expense5941,24345632(505)2,009
Income (loss) from operations$117$1,282$(45)$56$(90)$1,320
Interest income27
Interest expense, net(421)
Loss on interest rate swaps(144)
Loss on financing transactions(141)
Loss on foreign currency transactions(4)
Income before income tax expense$637
Nine months ended September 30, 2026
Calcasieu Project · Plaquemines Project · CP2 Project · Sales andshipping · Corporate, other and eliminations · Total
Revenue
Revenue from external customers$2,361$6,744$—$4,821$7$13,933
Intersegment revenue1264,241——(4,367)—
Total revenue2,48710,985—4,821(4,360)13,933
Operating expense
Cost of sales1,7224,598—3,897(4,029)6,188
Operating and maintenance expense24337686246(43)908
General and administrative expense1256645185322
Development expense—3313—56102
Depreciation and amortization138508—5776779
Total operating expense2,1155,5711634,205(3,755)8,299
Income (loss) from operations$372$5,414$(163)$616$(605)$5,634
Interest income97
Interest expense, net(1,419)
Gain on interest rate swaps1,507
Loss on financing transactions(141)
Loss on foreign currency transactions(1)
Income before income tax expense$5,677
Nine months ended September 30, 2025
Calcasieu Project · Plaquemines Project · CP2 Project · Sales andshipping · Corporate, other and eliminations · Total
Revenue
Revenue from external customers$2,977$4,697$—$1,657$(7)$9,324
Intersegment revenue3071,1091—(1,417)—
Total revenue3,2845,80611,657(1,424)9,324
Operating expense
Cost of sales1,5952,395—1,317(1,441)3,866
Operating and maintenance expense30026410157(17)714
General and administrative expense1147344217313
Development expense—32193—67292
Depreciation and amortization176450—2748701
Total operating expense2,0823,1882371,505(1,126)5,886
Income (loss) from operations$1,202$2,618$(236)$152$(298)$3,438
Interest income121
Interest expense, net(1,007)
Loss on interest rate swaps(448)
Loss on financing transactions(204)
Loss on foreign currency transactions(4)
Income before income tax expense$1,896

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

Capital expenditures(a) · Total assets
Nine months ended September 30, · September 30,2026 · December 31,2025
2026 · 2025
Calcasieu Project$51$72$6,723$6,955
Plaquemines Project8144,78327,35426,256
CP2 Project8,6952,83522,53210,857
Sales and shipping3135453,8062,485
Corporate, other and eliminations9111,5697,6936,893
Total$10,784$9,804$68,108$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 September 30, 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

On October 31, 2026, the first phase of the Plaquemines Project, our second LNG export facility, declared COD and commenced the sale of LNG under its post-COD SPAs with its phase one customers.

ContentsView on SEC.gov

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