Venture Global, Inc.

We are involved, and in the future may become involved, in various claims, lawsuits, administrative, regulatory and other proceedings incidental to the ordinary course of our business from time to time. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. Other than as discussed below, there have been no material changes to the legal proceedings disclosure in our 2025 Form 10-K and in our Quarterly Reports on Form 10-Q for the periods ended March 30, 2026 and June 30, 2026.

Securities Litigation

On February 17, 2025, a putative securities class action complaint naming Venture Global, our directors and certain of our officers was filed in the U.S. District Court for the Southern District of New York. The complaint asserted claims under Sections 11 and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO. The complaint was voluntarily dismissed with prejudice on April 24, 2025.

Further, on April 15, 2025, a putative securities class action complaint naming Venture Global, our directors and certain of our officers and our underwriters, as well as Venture Global Partners II, LLC, was filed in the U.S. District Court for the Eastern District of Virginia and was subsequently transferred to the Southern District of New York. The complaint, as subsequently amended on September 15, 2025 and December 5, 2025, asserted claims under Sections 11, 12, and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO. It contended that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and sought unspecified damages on behalf of the putative class. On October 13, 2026, the Court entered an order and opinion granting with prejudice our motion to dismiss the amended complaint, and on October 15, 2026, the Court entered final judgment dismissing the case.

Further, on May 7, 2025, a putative shareholder derivative action complaint naming Venture Global, our directors, certain of our officers and certain of our underwriters was filed in the U.S. District Court for the Eastern District of Virginia and was subsequently transferred to the Southern District of New York. The complaint contended that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading. The complaint asserted breaches of fiduciary duties, gross mismanagement, waste of corporate assets, unjust enrichment, and aiding and abetting, and sought unspecified damages for such breaches. Three additional putative shareholder derivative action complaints naming Venture Global, our directors, certain of our officers and certain of our underwriters, were filed in the U.S. District Court for the Southern District of New York on June 10, 2025, June 27, 2025 and June 30, 2025, respectively. Each of these three complaints contains substantially similar allegations to those described above. All four shareholder derivative action complaints were stayed pending resolution of our motion to dismiss the amended securities class action complaint described above, and will remain stayed through plaintiffs' appellate deadline. The Company believes all of the foregoing claims are without merit and intends to defend itself vigorously if these proceedings continue.

Arbitration Proceedings

On October 8, 2025, the ICC informed VGCP that a partial final award had been issued in the previously disclosed arbitration proceedings with BP regarding LNG sales from the Calcasieu Project under the post-COD SPA entered into by VGCP and BP. The award issued by the arbitration tribunal found that VGCP had breached its obligations to declare COD of the Calcasieu Project in a timely manner and act as a “Reasonable and Prudent Operator” pursuant to the post-COD SPA, along with certain other obligations. Remedies were not addressed in the partial final award and will be determined in a separate damages hearing, which has been scheduled to occur in May

2027. A final award is expected to be issued following the damages hearing. Based on the terms of the award, the Company does not anticipate that the final award will be subject to the seller aggregate liability limitation in the BP post-COD SPA. The remedies sought by BP include damages ranging from $3.7 billion to potentially in excess of $6.0 billion, as well as interest, costs and attorneys’ fees. We believe BP’s theory and calculations of damages are without merit and that the magnitude of damages sought by BP is not recoverable under the express terms of the post-COD SPA, which include express limits on the tribunal’s jurisdictional authority, although there can be no assurance as to the outcome of the damages portion of the arbitration.

On October 7, 2026, the ICC informed VGCP that a partial final award had been issued in the previously disclosed arbitration proceedings with Galp regarding LNG sales from the Calcasieu Project under the post-COD SPA entered into by VGCP and Galp. A majority of the arbitration tribunal found that VGCP had breached its obligations to declare COD of the Calcasieu Project in a timely manner pursuant to the Galp post-COD SPA. A dissenting arbitrator found no breach. Remedies were not addressed in the majority’s partial final award and will be determined in a separate damages hearing yet to be scheduled. Based on the terms of the majority’s partial award, the final award will be subject to the $170 million seller aggregate liability limitation in the Galp post-COD SPA.

The remedies sought by the remaining Calcasieu Project post-COD SPA customer in arbitration proceedings include damages in excess of $2.0 billion, rather than the termination of the post-COD SPA. We believe this dispute is subject to the seller aggregate liability limitation under the post-COD SPA, which amounts to $255 million. However, this customer is also disputing whether the liability limitation in such post-COD SPA is applicable.

We disagree with the assertions and legal claims, and are defending each of the outstanding arbitrations. If the Calcasieu Project is unsuccessful in defending against these claims, the amounts it could be required to pay could be substantial, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects, as well as the trading price of our Class A common stock.

For further discussion, see Item 1A.—Risk Factors—Risks Relating to Regulation and Litigation—If we are unsuccessful in any current or potential future legal proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project and adversely impact the trading price of our Class A common stock. and Item 3.—Legal Proceedingsof our 2025 Form 10-K.