000200785512/312025Q1FALSExbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purevg:tankerutr:MMBTUiso4217:USDutr:MMBTUvg:votevg:projectvg:segmentutr:Mt00020078552025-01-012025-03-310002007855us-gaap:CommonClassAMember2025-05-020002007855us-gaap:CommonClassBMember2025-05-0200020078552025-03-3100020078552024-12-310002007855us-gaap:CommonClassAMember2025-03-310002007855us-gaap:CommonClassAMember2024-12-310002007855us-gaap:CommonClassBMember2025-03-310002007855us-gaap:CommonClassBMember2024-12-3100020078552024-01-012024-03-310002007855us-gaap:InterestRateSwapMember2025-01-012025-03-310002007855us-gaap:InterestRateSwapMember2024-01-012024-03-3100020078552025-01-272025-01-270002007855us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-12-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-12-310002007855us-gaap:AdditionalPaidInCapitalMember2024-12-310002007855us-gaap:RetainedEarningsMember2024-12-310002007855us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310002007855us-gaap:ParentMember2024-12-310002007855us-gaap:NoncontrollingInterestMember2024-12-310002007855us-gaap:RetainedEarningsMember2025-01-012025-03-310002007855us-gaap:ParentMember2025-01-012025-03-310002007855us-gaap:NoncontrollingInterestMember2025-01-012025-03-310002007855us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310002007855us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-01-012025-03-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassBMember2025-01-012025-03-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-03-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassBMember2025-03-310002007855us-gaap:AdditionalPaidInCapitalMember2025-03-310002007855us-gaap:RetainedEarningsMember2025-03-310002007855us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310002007855us-gaap:ParentMember2025-03-310002007855us-gaap:NoncontrollingInterestMember2025-03-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-12-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-12-310002007855us-gaap:AdditionalPaidInCapitalMember2023-12-310002007855us-gaap:RetainedEarningsMember2023-12-310002007855us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310002007855us-gaap:ParentMember2023-12-310002007855us-gaap:NoncontrollingInterestMember2023-12-310002007855us-gaap:RetainedEarningsMember2024-01-012024-03-310002007855us-gaap:ParentMember2024-01-012024-03-310002007855us-gaap:NoncontrollingInterestMember2024-01-012024-03-310002007855us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310002007855us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-03-310002007855us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-03-310002007855us-gaap:AdditionalPaidInCapitalMember2024-03-310002007855us-gaap:RetainedEarningsMember2024-03-310002007855us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310002007855us-gaap:ParentMember2024-03-310002007855us-gaap:NoncontrollingInterestMember2024-03-3100020078552023-12-3100020078552024-03-310002007855vg:RestrictedCashCalcasieuProjectMember2025-03-310002007855vg:RestrictedCashCalcasieuProjectMember2024-12-310002007855vg:RestrictedCashOtherMember2025-03-310002007855vg:RestrictedCashOtherMember2024-12-310002007855vg:RestrictedCashPlaqueminesProjectMember2025-03-310002007855vg:RestrictedCashPlaqueminesProjectMember2024-12-310002007855srt:NaturalGasLiquidsReservesMember2025-01-012025-03-310002007855srt:NaturalGasLiquidsReservesMember2024-01-012024-03-310002007855us-gaap:ProductAndServiceOtherMember2025-01-012025-03-310002007855us-gaap:ProductAndServiceOtherMember2024-01-012024-03-3100020078552025-04-012025-03-310002007855srt:MinimumMembervg:TerminalAndInterconnectedPipelineFacilitiesMember2025-03-310002007855srt:MaximumMembervg:TerminalAndInterconnectedPipelineFacilitiesMember2025-03-310002007855vg:TerminalAndInterconnectedPipelineFacilitiesMember2025-03-310002007855vg:TerminalAndInterconnectedPipelineFacilitiesMember2024-12-310002007855us-gaap:ConstructionInProgressMember2025-03-310002007855us-gaap:ConstructionInProgressMember2024-12-310002007855vg:AdvancedEquipmentAndConstructionPaymentsMember2025-03-310002007855vg:AdvancedEquipmentAndConstructionPaymentsMember2024-12-310002007855vg:LiquefiedNaturalGasTankersMember2025-03-310002007855vg:LiquefiedNaturalGasTankersMember2024-12-310002007855us-gaap:BuildingMember2025-03-310002007855us-gaap:BuildingMember2024-12-310002007855us-gaap:LandMember2025-03-310002007855us-gaap:LandMember2024-12-310002007855srt:MinimumMemberus-gaap:PropertyPlantAndEquipmentOtherTypesMember2025-03-310002007855srt:MaximumMemberus-gaap:PropertyPlantAndEquipmentOtherTypesMember2025-03-310002007855us-gaap:PropertyPlantAndEquipmentOtherTypesMember2025-03-310002007855us-gaap:PropertyPlantAndEquipmentOtherTypesMember2024-12-310002007855vg:PlaqueminesProjectMember2025-01-012025-03-310002007855vg:PlaqueminesProjectMember2025-03-310002007855vg:Kagami1Member2025-03-310002007855vg:Kagami1Member2024-12-310002007855vg:Kagami2Member2025-03-310002007855vg:Kagami2Member2024-12-310002007855vg:CommitmentToFundInvestmentMembervg:KagamiCompaniesMember2025-03-310002007855vg:VGLNG2028NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGLNG2028NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855vg:VGLNG2029NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGLNG2029NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855vg:VGLNG2030NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGLNG2030NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855vg:VGLNG2031NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGLNG2031NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855vg:VGLNG2032NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGLNG2032NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855vg:VGCP2029NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGCP2029NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855vg:VGCP2030NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGCP2030NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855vg:VGCP2031NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGCP2031NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855vg:VGCP2033NotesMemberus-gaap:SeniorNotesMember2025-03-310002007855vg:VGCP2033NotesMemberus-gaap:SeniorNotesMember2024-12-310002007855us-gaap:MortgagesMember2025-03-310002007855us-gaap:MortgagesMember2024-12-310002007855vg:CalcasieuPassCreditFacilitiesMemberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMember2025-03-310002007855vg:CalcasieuPassCreditFacilitiesMemberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMember2024-12-310002007855vg:PlaqueminesCreditFacilitiesMemberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMember2025-03-310002007855vg:PlaqueminesCreditFacilitiesMemberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMember2024-12-310002007855vg:PlaqueminesCreditFacilitiesMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-03-310002007855vg:PlaqueminesCreditFacilitiesMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-12-310002007855vg:CalcasieuPassCreditFacilitiesMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-03-310002007855vg:InterestRateSwapPlaqueminesCreditFacilitiesMember2025-03-310002007855vg:InterestRateSwapPlaqueminesCreditFacilitiesMember2024-12-310002007855vg:InterestRateSwapCalcasieuPassCreditFacilitiesMember2025-03-310002007855vg:InterestRateSwapCalcasieuPassCreditFacilitiesMember2024-12-310002007855us-gaap:InterestRateSwapMember2025-03-310002007855us-gaap:InterestRateSwapMember2024-12-310002007855us-gaap:CommodityContractMember2025-01-012025-03-310002007855us-gaap:CommodityContractMember2024-01-012024-12-310002007855vg:DerivativeAssetCurrentMemberus-gaap:InterestRateSwapMember2025-03-310002007855vg:DerivativeAssetCurrentMemberus-gaap:InterestRateSwapMember2024-12-310002007855vg:DerivativeAssetCurrentMemberus-gaap:CommodityContractMember2025-03-310002007855vg:DerivativeAssetCurrentMemberus-gaap:CommodityContractMember2024-12-310002007855vg:DerivativeAssetNoncurrentMemberus-gaap:InterestRateSwapMember2025-03-310002007855vg:DerivativeAssetNoncurrentMemberus-gaap:InterestRateSwapMember2024-12-310002007855vg:DerivativeAssetNoncurrentMemberus-gaap:CommodityContractMember2025-03-310002007855vg:DerivativeAssetNoncurrentMemberus-gaap:CommodityContractMember2024-12-310002007855us-gaap:AccruedLiabilitiesMemberus-gaap:InterestRateSwapMember2025-03-310002007855us-gaap:AccruedLiabilitiesMemberus-gaap:InterestRateSwapMember2024-12-310002007855us-gaap:AccruedLiabilitiesMemberus-gaap:CommodityContractMember2025-03-310002007855us-gaap:AccruedLiabilitiesMemberus-gaap:CommodityContractMember2024-12-310002007855us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:InterestRateSwapMember2025-03-310002007855us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:InterestRateSwapMember2024-12-310002007855us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CommodityContractMember2025-03-310002007855us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CommodityContractMember2024-12-310002007855vg:DepreciationDepletionAndAmortizationMemberus-gaap:InterestRateSwapMember2025-01-012025-03-310002007855vg:DepreciationDepletionAndAmortizationMemberus-gaap:InterestRateSwapMember2024-01-012024-03-310002007855us-gaap:InterestExpenseMemberus-gaap:InterestRateSwapMember2025-01-012025-03-310002007855us-gaap:InterestExpenseMemberus-gaap:InterestRateSwapMember2024-01-012024-03-310002007855us-gaap:CommodityContractMember2024-01-012024-03-310002007855us-gaap:CommodityContractMember2025-03-310002007855us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-03-310002007855us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2025-03-310002007855us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2025-03-310002007855us-gaap:MoneyMarketFundsMember2025-03-310002007855us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310002007855us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2024-12-310002007855us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2024-12-310002007855us-gaap:MoneyMarketFundsMember2024-12-310002007855us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateSwapMember2025-03-310002007855us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMember2025-03-310002007855us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateSwapMember2025-03-310002007855us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateSwapMember2024-12-310002007855us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMember2024-12-310002007855us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateSwapMember2024-12-310002007855us-gaap:FairValueInputsLevel1Memberus-gaap:CommodityContractMember2025-03-310002007855us-gaap:FairValueInputsLevel2Memberus-gaap:CommodityContractMember2025-03-310002007855us-gaap:FairValueInputsLevel3Memberus-gaap:CommodityContractMember2025-03-310002007855us-gaap:FairValueInputsLevel1Memberus-gaap:CommodityContractMember2024-12-310002007855us-gaap:FairValueInputsLevel2Memberus-gaap:CommodityContractMember2024-12-310002007855us-gaap:FairValueInputsLevel3Memberus-gaap:CommodityContractMember2024-12-310002007855us-gaap:CommodityContractMember2024-12-310002007855us-gaap:FairValueInputsLevel1Member2025-03-310002007855us-gaap:FairValueInputsLevel2Member2025-03-310002007855us-gaap:FairValueInputsLevel3Member2025-03-310002007855us-gaap:FairValueInputsLevel1Member2024-12-310002007855us-gaap:FairValueInputsLevel2Member2024-12-310002007855us-gaap:FairValueInputsLevel3Member2024-12-310002007855us-gaap:CommodityContractMemberus-gaap:MeasurementInputCommodityMarketPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MinimumMember2025-03-310002007855us-gaap:CommodityContractMemberus-gaap:MeasurementInputCommodityMarketPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:MaximumMember2025-03-310002007855us-gaap:CommodityContractMemberus-gaap:MeasurementInputCommodityMarketPriceMemberus-gaap:ValuationTechniqueDiscountedCashFlowMembersrt:WeightedAverageMember2025-03-310002007855us-gaap:CommodityContractMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueOptionPricingModelMembersrt:MinimumMember2025-03-310002007855us-gaap:CommodityContractMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueOptionPricingModelMembersrt:MaximumMember2025-03-310002007855us-gaap:CommodityContractMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueOptionPricingModelMembersrt:WeightedAverageMember2025-03-310002007855us-gaap:CommonClassAMember2025-01-272025-01-270002007855us-gaap:CommonClassAMember2025-01-270002007855us-gaap:CommonClassBMember2025-01-272025-01-270002007855us-gaap:EmployeeStockOptionMember2025-01-272025-01-270002007855srt:ScenarioForecastMember2024-07-012025-06-300002007855srt:ScenarioForecastMember2025-04-012025-06-3000020078552024-07-012024-09-3000020078552024-10-012024-12-310002007855vg:VentureGlobalLNGIncVGLNGMember2025-03-310002007855vg:VentureGlobalLNGIncVGLNGMember2025-03-310002007855vg:VentureGlobalLNGIncVGLNGMember2025-01-012025-03-310002007855vg:VentureGlobalLNGIncVGLNGMember2025-01-012025-03-310002007855vg:VentureGlobalLNGIncVGLNGMember2024-12-310002007855vg:CalcasieuHoldingsMember2024-12-310002007855vg:CalcasieuHoldingsMember2023-12-310002007855vg:CalcasieuHoldingsMember2025-01-012025-03-310002007855vg:CalcasieuHoldingsMember2024-01-012024-03-310002007855vg:CalcasieuHoldingsMember2025-03-310002007855vg:CalcasieuHoldingsMember2024-03-3100020078552024-01-012024-12-310002007855us-gaap:OperatingSegmentsMembervg:CalcasieuProjectSegmentMember2025-01-012025-03-310002007855us-gaap:OperatingSegmentsMembervg:PlaqueminesProjectSegmentMember2025-01-012025-03-310002007855us-gaap:OperatingSegmentsMembervg:CP2ProjectSegmentMember2025-01-012025-03-310002007855us-gaap:OperatingSegmentsMembervg:DirectSalesAndShippingSegmentMember2025-01-012025-03-310002007855vg:CorporateReconcilingItemsAndEliminationsMember2025-01-012025-03-310002007855us-gaap:OperatingSegmentsMembervg:CalcasieuProjectSegmentMember2024-01-012024-03-310002007855us-gaap:OperatingSegmentsMembervg:PlaqueminesProjectSegmentMember2024-01-012024-03-310002007855us-gaap:OperatingSegmentsMembervg:CP2ProjectSegmentMember2024-01-012024-03-310002007855us-gaap:OperatingSegmentsMembervg:DirectSalesAndShippingSegmentMember2024-01-012024-03-310002007855vg:CorporateReconcilingItemsAndEliminationsMember2024-01-012024-03-310002007855us-gaap:OperatingSegmentsMembervg:CalcasieuProjectSegmentMember2025-03-310002007855us-gaap:OperatingSegmentsMembervg:CalcasieuProjectSegmentMember2024-12-310002007855us-gaap:OperatingSegmentsMembervg:PlaqueminesProjectSegmentMember2025-03-310002007855us-gaap:OperatingSegmentsMembervg:PlaqueminesProjectSegmentMember2024-12-310002007855us-gaap:OperatingSegmentsMembervg:CP2ProjectSegmentMember2025-03-310002007855us-gaap:OperatingSegmentsMembervg:CP2ProjectSegmentMember2024-12-310002007855us-gaap:OperatingSegmentsMembervg:DirectSalesAndShippingSegmentMember2025-03-310002007855us-gaap:OperatingSegmentsMembervg:DirectSalesAndShippingSegmentMember2024-12-310002007855vg:CorporateReconcilingItemsAndEliminationsMember2025-03-310002007855vg:CorporateReconcilingItemsAndEliminationsMember2024-12-310002007855vg:CalcasieuHoldingsMemberus-gaap:SubsequentEventMember2025-04-150002007855vg:VGPLNotesMemberus-gaap:SeniorNotesMemberus-gaap:SubsequentEventMember2025-04-210002007855vg:VGPL2033NotesMemberus-gaap:SeniorNotesMemberus-gaap:SubsequentEventMember2025-04-210002007855vg:VGPL2035NotesMemberus-gaap:SeniorNotesMemberus-gaap:SubsequentEventMember2025-04-210002007855us-gaap:SubsequentEventMember2025-04-212025-04-210002007855vg:PlaqueminesCreditFacilitiesMemberus-gaap:SecuredDebtMemberus-gaap:LineOfCreditMemberus-gaap:SubsequentEventMember2025-04-212025-04-210002007855vg:CP2BridgeFacilitiesMemberus-gaap:BridgeLoanMemberus-gaap:LineOfCreditMemberus-gaap:SubsequentEventMember2025-05-010002007855vg:CP2BridgeFacilitiesMembervg:InterestReserveFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SubsequentEventMember2025-05-010002007855vg:CP2BridgeFacilitiesMembervg:InterestReserveFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SubsequentEventMember2025-05-012025-05-010002007855vg:PlaqueminesProjectMembervg:CP2BridgeFacilitiesMemberus-gaap:LineOfCreditMemberus-gaap:SubsequentEventMember2025-05-012025-05-010002007855vg:CP2ProjectOneSaleAndPurchaseAgreementMemberus-gaap:SubsequentEventMember2025-04-012025-04-300002007855vg:CP2ProjectOneSaleAndPurchaseAgreementMember2025-01-012025-03-310002007855vg:CP2ProjectMember2025-01-012025-03-310002007855vg:CP2ProjectMemberus-gaap:SubsequentEventMember2025-04-012025-04-30

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

(Exact Name of Registrant as Specified in Its Charter)

Delaware

95-3539083

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

1001 19th Street North, Suite 1500 Arlington, Virginia 22209

(Address of Principal Executive Offices)

(202) 759-6740

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A common stock, $ 0.01 par value

VG

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2025, the number of shares of the registrant’s Class A common stock outstanding was 451,257,010, and the number of shares of the registrant’s Class B common stock outstanding was 1,968,604,458.

Unless otherwise indicated or the context otherwise requires, as used in this Form 10-Q:

◦AOCL means accumulated other comprehensive loss;

◦Calcasieu Pass Credit Facilities means project financing obtained by VGCP consisting of a construction term loan, or the Calcasieu Pass Construction Term Loan, and a working capital facility, or the Calcasieu Pass Working Capital Facility;

◦Calcasieu Funding means Calcasieu Pass Funding, LLC;

◦Calcasieu Holdings means Calcasieu Pass Holdings, LLC;

◦Class A common stock means our Class A common stock, par value $0.01 per share, entitled to one vote per share;

◦Class B common stock means our Class B common stock, par value $0.01 per share, entitled to ten votes per share;

◦COD means the commercial operations date, which is the first day of commercial operations at a project or a phase of a project, as applicable, as specifically defined in the relevant post-COD SPAs, and which does not occur unless and until: (i) all of the facilities comprising the relevant project, or phase thereof, have been completed and commissioned, including any ramp up period, (ii) the project or phase thereof is capable of delivering LNG in sufficient quantities and necessary quality to perform all of its obligations under such post-COD SPAs, and (iii) the applicable project company has notified the customer under the post-COD SPAs;

◦CODM means our chief operating decision maker, who is our Chief Executive Officer;

◦commercial operations means the production period commencing after the occurrence of COD at a project or a phase of a project, as applicable;

◦commissioning or commissioning phase means, with respect to our LNG projects, the phase of development where our facilities undergo certain required performance and reliability testing, which includes (i) the sequential start-up and testing of certain key equipment (e.g., liquefaction trains) as it is installed during construction and (ii) the testing and tuning of the full integrated LNG project after all key equipment and modules have passed their individual performance tests;

◦commissioning cargos means the LNG cargos produced by us during the commissioning phase of an LNG project, which commences once a project produces its first quantities of LNG and ends once a project, or phase thereof, achieves COD. Proceeds from the sale of commissioning cargos are recognized in our financial statements as a reduction to the cost basis of construction in progress until assets are placed in service from an accounting perspective, the timing of which may differ from COD. After assets are placed in service from an accounting perspective, the proceeds are recognized through revenue;

◦Company, we, our, us or similar terms mean Venture Global, Inc. and its subsidiaries, collectively;

◦Commodity fees means the volume weighted average portion of the fees associated with LNG sold during a relevant period indexed to Henry Hub;

◦CP Funding Redeemable Preferred Units means the nine million redeemable preferred units issued by Calcasieu Funding;

◦CP Holdings Convertible Preferred Units means the four million convertible preferred units issued by Calcasieu Holdings;

◦CP2 means Venture Global CP2 LNG, LLC;

◦CP2 Procurement means CP2 Procurement, LLC;

◦CP3 means Venture Global CP3 LNG, LLC;

◦CP Express means Venture Global CP Express, LLC;

◦Delta means Venture Global Delta LNG, LLC;

◦DOE means the United States Department of Energy;

◦DS&S means our direct sales and shipping business through VG Commodities;

◦EIS means Environmental Impact Statement;

◦FID means the final investment decision with respect to the development of a project or a phase thereof, which, with respect to an LNG project, requires that the project has secured (i) all of the debt and equity financing arrangements necessary to fully construct, commission, and operate such project or phase thereof and (ii) all of the necessary permits to construct, operate, and export LNG; ◦Fixed liquefaction fee means the volume weighted average of the fixed liquefaction fees associated with LNG sold during a relevant period, excluding variable commodity fees;

◦FERC means the Federal Energy Regulatory Commission;

◦FTA means a free trade agreement;

◦GAAP means generally accepted accounting principles in the United States of America;

◦Gator Express means Venture Global Gator Express, LLC;

◦Henry Hub means the final settlement price (in $ per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin;

◦IPO means our initial public offering of Class A common stock, par value $0.01 per share, that we completed on January 27, 2025;

◦IPO Grants means the Company's grant of stock options in January 2025 to purchase Class A common stock to certain of its employees in connection with the IPO;

◦Kagami 1 means Project Kagami 1 Limited;

◦Kagami 2 means Project Kagami 2 Limited;

◦Kagami Companies means Kagami 1 and Kagami 2, jointly;

◦liquefaction train or train means a liquefaction production unit that cools natural gas to a liquid state;

◦LNG means liquefied natural gas, or methane, supercooled to -260°F and converted into a liquid state, which reduces it to 1/600th of its original volume, enabling large quantities of natural gas to be loaded and shipped by LNG tankers;

◦LNG Commissioning Sales Agreements means short-term sales agreements under which commissioning cargos are sold at prevailing market prices when executed;

◦LNG volumes exported means LNG volumes that departed our LNG facilities;

◦LNG volumes sold means LNG delivered to customers and recognized in results of operations;

◦MMBtu means million British thermal units;

◦nameplate capacity means, unless the context otherwise requires, the conservative measure of LNG production capability, based on vendor guaranteed LNG output of each of our facilities;

◦natural gas means any hydrocarbons that are gaseous at standard temperature and pressure;

◦natural gas supply contracts means natural gas forward purchase contracts for the supply of feed gas to the Calcasieu Project and the Plaquemines Project;

◦Omnibus Incentive Plan means the Venture Global, Inc. 2025 Omnibus Incentive plan;

◦NPNS means normal purchase and normal sale;

◦Plaquemines Credit Facilities means project financing obtained by VGPL consisting of a term loan facility, or the Plaquemines Construction Term Loan, and a working capital revolving facility, or the Plaquemines Working Capital Facility;

◦post-COD SPA means an SPA for the sale and purchase of LNG after COD has occurred for a particular project or phase thereof;

◦regasification means the process of heating LNG to convert it from a liquid to gaseous state after the LNG is offloaded from an LNG carrier;

◦SEC means the Securities and Exchange Commission;

◦SPA means LNG sales and purchase agreement;

◦Stock Split means the approximately 4,520.3317-for-one forward stock split of our Class A common stock, which we effected in connection with our IPO;

◦SOFR means the U.S. Secured Overnight Financing Rate;

◦Test LNG sales means proceeds from the sale of test LNG generated during the early commissioning of an LNG project;

◦TBtu means trillion British thermal units;

◦TCP means TransCameron Pipeline, LLC;

◦Venture Global means Venture Global, Inc., but not its subsidiaries;

◦VG Commodities means Venture Global Commodities, LLC;

◦VG Partners means Venture Global Partners II, LLC, our controlling shareholder;

◦VGCP means Venture Global Calcasieu Pass, LLC;

◦VGCP Senior Secured Notes means the VGCP 2029 Notes, VGCP 2030 Notes, VGCP 2031 Notes, and VGCP 2033 Notes; ◦VGLNG or Venture Global LNG means Venture Global LNG, Inc.;

◦VGLNG Senior Secured Notes means the VGLNG 2028 Notes, VGLNG 2029 Notes, VGLNG 2030 Notes, VGLNG 2031 Notes, and VGLNG 2032 Notes;

◦VGLNG Series A Preferred Shares means the three million shares of Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock issued by VGLNG;

◦VGPL means Venture Global Plaquemines LNG, LLC;

◦VIE means variable interest entity; and

◦Weighted average price of LNG volumes sold means contracted spot and/or forward prices, generally consisting of a liquefaction fee and a commodity charge.

This Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements, other than statements of historical facts, included herein are “forward-looking statements.” In some cases, forward-looking statements can be identified by terminology such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology.

These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, expectations regarding the development, construction, commissioning and completion of our projects, estimates of the cost of our projects and schedule to construct and commission our projects, our anticipated growth strategies and anticipated trends impacting our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include the following:

•our potential inability to maintain profitability, maintain positive operating cash flow and ensure adequate liquidity in the future, including as a result of the significant uncertainty in our ability to generate proceeds and the amount of proceeds that will regularly be received from sales of uncontracted commissioning cargos and excess cargos due to volatility and variability in the LNG markets;

•our need for significant additional capital to construct and complete future projects and related assets, and our potential inability to secure such financing on acceptable terms, or at all;

•our potential inability to construct or operate all of our proposed LNG facilities or pipelines or any additional LNG facilities or pipelines beyond those currently planned, including any of the bolt-on expansion opportunities which we have identified, and to produce LNG in excess of our nameplate capacity, which could limit our growth prospects, including as a result of delays in obtaining regulatory approvals or inability to obtain requisite regulatory approvals to complete construction during our estimated development periods;

•significant operational risks related to our natural gas liquefaction and export projects, including the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project, the Delta Project, any potential bolt-on expansions, any future projects we develop, our pipelines, our LNG tankers, and our regasification terminal usage rights;

•our potential inability to accurately estimate costs for our projects, and the risk that the construction and operations of natural gas pipelines and pipeline connections for our projects suffer cost overruns and delays related to obtaining regulatory approvals, development risks, labor costs, unavailability of skilled workers, operational hazards and other risks;

•the uncertainty regarding the future of global trade dynamics, international trade agreements and the United States’ position on international trade, including the effects of tariffs;

•our potential inability to enter into the necessary contracts to construct the CP2 Project, the CP3 Project, the Delta Project, or any potential bolt-on expansion on a timely basis or on terms that are acceptable to us;

•our potential inability to enter into post-COD SPAs with customers for, or to otherwise sell, an adequate portion of the total expected nameplate capacity at the CP2 Project, the CP3 Project, the Delta Project, any potential bolt-on expansions, or any future projects we develop;

•our dependence on our EPC and other contractors for the successful completion of our projects and delivery of our LNG tankers, including the potential inability of our contractors to perform their obligations under their contracts;

•various economic and political factors, including opposition by environmental or other public interest groups, or the lack of local government and community support required for our projects, which could negatively affect the permitting status, timing or overall development, construction and operation of our projects;

•the effects of FERC regulation on our interstate natural gas pipelines and their FERC gas tariffs;

•the risk that the natural gas liquefaction system and mid-scale design we utilize at our projects will not achieve the level of performance or other benefits that we anticipate;

•potential additional risks arising from the duration of and the phased commissioning start-up of our projects;

•the potential risk that our customers or we may terminate our SPAs if certain conditions are not met or for other reasons;

•potential decreases in the price of natural gas and its related impact on our ability to pay the cost of gas transportation, the payment of a premium by us for feed gas relative to the contractual price we charge our customers, or other impacts to the price of natural gas resulting from inflationary pressures;

•the potential negative impacts of seasonal fluctuations on our business;

•our current and potential involvement in disputes and legal proceedings, including the arbitrations and other proceedings currently pending against us and the possibility of a negative outcome in any such dispute or proceeding and the potential impact thereof on our results of operations, liquidity and our existing contracts;

•the risks related to the development and/or contracting for additional gas transportation capacity to support the operation and expansion capacity of our LNG projects;

•the risks related to the management and operation of our LNG tanker fleet and our future regasification terminal usage rights;

•the potential effects of existing and future environmental and similar laws and governmental regulations on compliance costs, operating and/or construction costs and restrictions;

•our indebtedness levels, and the fact that we may be able to incur substantially more indebtedness, which may increase the risks created by our substantial indebtedness; and

•risks related to other factors discussed under Item 1A.—Risk Factors of our annual report on Form 10-K for the year ended December 31, 2024.

In addition, new risks emerge from time to time as we operate in a very competitive and rapidly changing business environment. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on us.

Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

(in millions, except share information)

(unaudited)

(in millions, except per share information)

(unaudited)

____________

(a) See Note 1 – General for further discussion regarding the 4,520.3317-for-one forward stock split in connection with the Company's IPO.

(unaudited)

(unaudited)

(unaudited)

Venture Global is a Delaware corporation formed by the managing members of VG Partners 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 and its consolidated subsidiaries.

The Company sells LNG and is engaged in the operation, construction, and development of natural gas liquefaction and export facilities in North America ("LNG projects"). 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. Our current LNG projects include the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project and the Delta Project.

The Company is also engaged in the acquisition and operation of LNG tankers to deliver its LNG directly to customers through its direct sales and shipping business ("DS&S") and is pursuing opportunities to secure additional LNG regasification capacity. In addition, the Company is engaged in the development and construction of pipeline infrastructure projects to establish complementary gas transportation for its development projects.

The accompanying unaudited 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 2024 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 6, 2025 (the "2024 Form 10-K"). Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions.

The accompanying unaudited 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.

On January 27, 2025, and in connection with the completion of its IPO, the Company effectuated an approximately 4,520.3317-for-one forward stock split of its Class A common stock. All Class A common stock share and per share amounts in these condensed consolidated financial statements have been retroactively adjusted to reflect the impact of the stock split. See Note 14 – Equity for further discussion of the IPO.

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.

The following table summarizes the components of restricted cash:

____________

(a)Primarily restricted to pre-commercial operations for the Calcasieu Project.

(b)Restricted to the payment of construction and commissioning costs for the Plaquemines Project.

(c)Restricted to debt service for the Calcasieu Project.

(d)Restricted to the payment of equipment costs for a pipeline development project.

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:

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

LNG produced prior to the relevant project or phase thereof reaching COD is sold under short-term sales agreements at prevailing market prices when executed. LNG Commissioning Sales Agreements are contracted with customers through the Company's LNG projects and its DS&S business. As of March 31, 2025, the Company had not yet declared COD for any of its LNG projects or phases thereof, and accordingly, LNG revenue recognized during the three months ended March 31, 2025 and 2024, was earned under LNG Commissioning Sales Agreements. The Company declared COD for the Calcasieu Project on April 15, 2025. See Note 21 – Subsequent Events for further discussion.

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 that have not yet been satisfied, excluding all performance obligations that are part of contracts that have an expected duration of one year or less (dollar amounts in billions):

_____________

(a)    A portion of the transaction price is based on the forecasted Henry Hub index as of period end.

Significant judgments were made when estimating the transaction price allocated to future performance obligations. These include 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 the first and second phases of the Plaquemines Project, respectively, and the most likely amount of variable consideration to which the Company expects to be entitled upon the resolution of certain ongoing disputes with customers. These disputes are with various Calcasieu Project post-COD SPA customers who are asserting that the Calcasieu Project was delayed in declaring COD under the respective SPAs. These disputes are subject to aggregate liability limitations of $1.6 billion under the SPAs. Certain of the Company's customers are also disputing whether the liability limitations in the Company's SPAs are applicable, and therefore are claiming damages, including amounts in excess of the liability limitations. The Company's estimates of variable consideration exclude decreases to the transaction price for these contingent penalties based on the Company's best estimate of the most likely outcome of these disputes. The Company expects this variability to be resolved in 2025 and 2026 upon the conclusion of various arbitration proceedings.

The following table summarizes the components of inventory:

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

____________

(a)    Includes finance lease assets. See Note 6 – Leases for further discussion.

During the three months ended March 31, 2025, the Company recognized $23 million of net proceeds after deducting net cash paid for natural gas, from Test LNG sales as a reduction to the cost basis of the Plaquemines Project LNG terminal.

As of March 31, 2025, $15.8 billion, which represents a portion of the Plaquemines Project's property, plant and equipment has been placed in service in accordance with the accounting guidance. The Plaquemines Project remains under construction and is undergoing its planned commissioning program to satisfy the requirements necessary for achieving commercial operations as defined under the applicable contracts. Costs associated with these efforts will be either capitalized or expensed in accordance with the applicable accounting guidance.

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

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:

The following table presents the line item classification of lease costs:

_____________

(a)Presented in the various line items within operating expenses, consistent with the nature of the asset under lease.

The following table presents equity method investment ownership interests and carrying values:

In 2023, the Company began acquiring equity interests in Kagami 1 and Kagami 2. The Kagami Companies are VIEs in which the Company is not the primary beneficiary since it lacks the power to make significant decisions. These equity method investments are held by the DS&S reportable segment. The Kagami Companies will each purchase one LNG tanker, which are expected to be delivered in 2025. The Company has future commitments to increase its investment in the Kagami Companies by $251 million to fund construction of the LNG tankers, which are subject to conditions precedent that have not yet been satisfied.

Components of accrued and other liabilities included:

The following table summarizes outstanding debt:

____________

(a)Issued at 100.167% of par.

(b)Issued at 99.661% of par.

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

The 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. VGLNG may redeem all or part of the VGLNG Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.

The obligations of VGCP under the VGCP Senior Secured Notes are guaranteed by TCP and secured on a pari passu basis by a first-priority security interest in the assets that secure the Calcasieu Pass Credit Facilities. VGCP may redeem all or part of the VGCP Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.

Below is a summary of committed credit facilities outstanding as of March 31, 2025:

____________

(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.

The following table presents the total interest expense incurred on debt and other 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 has been designated as cash flow hedges as of March 31, 2025 or December 31, 2024.

The following table summarizes outstanding interest rate swaps:

____________

(a)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at their fair values in May 2029.

(b)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at their fair values in August 2026.

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

The Company has entered into natural gas supply contracts for the supply of feed gas to the Calcasieu Project and the Plaquemines Project. Those natural gas supply contracts not designated or qualifying as NPNS are recognized as either derivative assets or liabilities and measured at fair value. None of the Company's natural gas supply contracts has been designated as hedges as of March 31, 2025 or December 31, 2024.

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

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

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

Approximately $15 million is expected to be reclassified from AOCL as a reduction to earnings within the next twelve months.

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

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, 2025, 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 $4 million as of March 31, 2025.

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 be required to provide additional collateral. As of March 31, 2025, the Company would not be required to post any collateral related to these contracts if the credit-risk related contingent features were triggered, as the delivery of the underlying commodity had yet to commence. The aggregate fair value of the Company's natural gas supply contracts with credit-risk related contingent features in a net liability position was $35 million as of March 31, 2025.

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:

____________

(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 10 – Derivatives.

The Company values its natural gas supply contracts using an income or options-based approach. This incorporates present value techniques using a risk free rate of return, observable forward commodity price curves, and 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 commodity derivatives, which can result in a significantly higher or lower estimated fair value. For further discussion, see Note 10 – Derivatives.

The following table includes quantitative information for the unobservable inputs for Level 3 natural gas supply contracts as of March 31, 2025:

The following table sets forth a reconciliation of changes in the fair value of derivative instruments measured at fair value on a recurring basis using Level 3 inputs as of March 31, 2025. There were no derivative instruments measured at fair value using Level 3 inputs as of March 31, 2024.

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

____________

(a)    Carrying value approximates estimated fair value.

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 22.6% for the three months ended March 31, 2025, and was higher than 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.

The Company's effective tax rate was 20.0% for the three months ended March 31, 2024, and was lower than the statutory income tax rate due to a combination of factors including guaranteed payments to non-controlling interests and non-deductible expenses.

As of March 31, 2025, VGLNG and Calcasieu Holdings, subsidiaries of the Company, were under exam by the Internal Revenue Service for the 2022 tax year.

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, 2025.

See Note 3 – Revenue from Contracts with Customers, for discussion of certain disputes with customers.

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.

In connection with the IPO, the Company effectuated an approximately 4,520.3317-for-one forward stock split of its Class A common stock. These condensed consolidated financial statements have been retrospectively adjusted to reflect the impact of the Stock Split of the Class A common stock. Subsequent to the Stock Split, and 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.

Upon the effectiveness of the registration statement for the IPO, the Company's board of directors and stockholders adopted the Omnibus Incentive Plan, under which it granted stock options to purchase approximately 14 million shares of its Class A common stock with an exercise price of $25.00 per share to certain of its employees. The IPO Grants have a 10-year contractual term and vest in equal quarterly installments over a four-year period. The total number of shares of Class A common stock authorized for issuance under the Omnibus Incentive Plan, including the IPO Grants, is approximately 172 million, and is subject to annual automatic evergreen increases thereafter.

The Company's Class A common stock has one vote per share and its Class B common stock has ten votes per share. The par value of the Class A common stock and Class B common stock is $0.01 per share. The following table summarizes the number of shares of the Company's preferred stock and common stock authorized for issuance (in millions):

In September 2024, the Company's board of directors declared the payment of cash dividends to holders of the Company's outstanding common stock in an aggregate amount of $160 million that are paid on a pro rata basis in four equal installments of $40 million over four consecutive calendar quarters on the last business day of each such calendar quarter, commencing on September 30, 2024. During the three months ended March 31, 2025, the Company paid $40 million, or $0.02 per share, of cash dividends to its common stockholders.

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