8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2025

Venture Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-42486	93-3539083
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
1001 19th Street North, Suite 1500		22209
Arlington, VA		(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (202) 759-6740

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Class A common stock, $0.01 par value per share	VG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 6, 2025, Venture Global, Inc. (“Venture Global”) issued a press release and will hold a conference call regarding its financial results for the quarter and full year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Venture Global is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title or Description
99.1	Press release dated March6, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Venture Global, Inc.
Dated: March 6, 2025
	By: /s/Jonathan Thayer
	Jonathan Thayer
	Chief Financial Officer

Document

Venture Global Reports Fourth Quarter and Full Year 2024 Results

Summary Financial Highlights

(in billions)	Three months ended<br>December 31, 2024	Twelve months ended<br>December 31, 2024
Revenue	$1.5	$5.0
Net income(1)	$0.9	$1.5
Consolidated Adjusted EBITDA(2)	$0.7	$2.1

ARLINGTON, Virginia, March 6, 2025 – Venture Global, Inc. (“Venture Global” or “we”) (NYSE: VG) today reported financial results for the quarter and full year ended December 31, 2024.

•During the three and twelve months ended December 31, 2024, Venture Global generated revenue of approximately $1.5 billion and $5.0 billion, net income(1) of approximately $0.9 billion and $1.5 billion, and Consolidated Adjusted EBITDA(2) of approximately $0.7 billion and $2.1 billion, respectively.

•On December 13, 2024, the Plaquemines Project achieved first LNG, and on December 26, 2024, the Plaquemines Project exported its first cargo, making it one of the fastest greenfield projects to achieve first production, along with the Calcasieu Project, Venture Global's first facility.

•Venture Global progressed CP2 development, with $4.0 billion spent on construction, engineering, and design through December 31, 2024. Venture Global is launching the FID process for CP2.

•During 2024, Venture Global deployed its first two LNG tankers, Venture Gator and Venture Bayou.

“Venture Global is proud to present our inaugural earnings report which demonstrates tremendous growth. We have achieved strong results as we continued to reach important milestones across our projects,” said Venture Global CEO Mike Sabel. “We have brought much needed incremental LNG capacity to the market from Calcasieu Pass and Plaquemines – the majority of which went to our allies in Europe. We continue to improve and optimize production, most recently at Plaquemines, where every liquefaction train we have activated thus far has consistently demonstrated pro rata production levels of approximately 140% of nameplate capacity. We also recently announced that we anticipate commencing commercial operations at Calcasieu Pass on April 15, 2025, and are thrilled to report that we are launching the FID process for CP2.”

Mike Sabel also added, “Our continued record of execution is a testament to the hard work and dedication of our team, which continues to exceed expectations and prove our critics wrong. Our core business is building and operating facilities that produce a valuable commodity, and we are focused on delivering our product faster, more safely and at a lower cost than the rest of the market. We believe this is a winning formula in the commodity space and we intend to prove it with our earnings and returns in the years to come.”

Summary and Review of Financial Results

(in millions, except LNG data)		Three months ended December 31,				Years ended December 31,
	2024				2024
Revenue		1,524	1,632	(7)%		4,972	7,897	(37)%
Net income (loss)(1)		871	(50)	NM		1,475	2,681	(45)%
Consolidated Adj. EBITDA(2)		688	813	(15)%		2,104	5,155	(59)%
LNG volumes exported:
Cargos		33	40	(18)%		141	143	(1)%
TBtu		121	144	(16)%		508	506	—%
LNG volumes sold (TBtu)		128	147	(13)%		501	510	(2)%

All values are in US Dollars.

____________

NM    Percentage not meaningful.

Net income(1) for the three months ended December 31, 2024, increased $921 million, as compared to a loss for the three months ended December 31, 2023. This increase was primarily due to a favorable variance related to changes in the fair value of our interest rate swaps, partially offset by higher income tax expense, lower sales volumes of LNG, and higher costs to remediate and commission the Calcasieu Project.

Net income(1) for the twelve months ended December 31, 2024, decreased $1.2 billion, as compared to 2023. This decrease was primarily due to a significant decline in international LNG prices, resulting in lower total margin for LNG sold, and higher costs to remediate and commission the Calcasieu Project and to develop the CP2 Project. These were partially offset by the reduction of third party ownership interests in a consolidated subsidiary in 2023, favorable changes in the fair value of our interest rate swaps, and lower income tax expense.

Consolidated Adjusted EBITDA(2) for the three months ended December 31, 2024, decreased $125 million, as compared to the three months ended December 31, 2023. This was primarily due to lower sales volumes of LNG and higher costs to remediate and commission the Calcasieu Project.

Consolidated Adjusted EBITDA(2) for the twelve months ended December 31, 2024, decreased $3.1 billion, as compared to 2023. This decrease was primarily due to a significant decline in international LNG prices, resulting in lower total margin for LNG sold, and higher costs to remediate and commission the Calcasieu Project and to develop the CP2 Project.

___________

(1)    Net income as used herein refers to net income attributable to common stockholders on our Consolidated Statements of Operations.

(2)    Consolidated Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures below for further information, including a reconciliation of Consolidated Adjusted EBITDA to net income attributable to common stockholders, the most directly comparable financial measure prepared and presented in accordance with GAAP. Consolidated Adjusted EBITDA incorporates contributions from non-controlling interests.

2025 Outlook

Our guidance for 2025 is as follows:

•Consolidated Adjusted EBITDA(1) is expected to be between $6.8 billion and $7.4 billion.

•We expect to export 140 - 148 cargos from the Calcasieu Project and 219 - 239 cargos from the Plaquemines Project.

We do not provide a reconciliation of forward-looking amounts of Consolidated Adjusted EBITDA to net income attributable to common stockholders, the most directly comparable financial measure prepared and presented in accordance with GAAP, due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Many of the adjustments and exclusions used to calculate the projected Consolidated Adjusted EBITDA may vary significantly based on actual events, so we are not able to forecast on a GAAP basis with reasonable certainty all adjustments needed in order to provide a GAAP calculation of these projected amounts. The amounts of these adjustments may be material and, therefore, could result in the GAAP measure being materially different from (including materially less than) the projected non-GAAP measures. The guidance in this press release is only effective as of the date it is given and will not be updated or affirmed unless and until we publicly announce updated or affirmed guidance.

___________

(1)    Consolidated Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures below for further information, including a reconciliation of Consolidated Adjusted EBITDA to net income attributable to common stockholders, the most directly comparable financial measure prepared and presented in accordance with GAAP. Consolidated Adjusted EBITDA incorporates contributions from non-controlling interests. For 2025, the non-controlling interest share of Consolidated Adjusted EBITDA is projected to be $215MM - $235MM.

Webcast and Conference Call Information

Venture Global will host a conference call to discuss fourth quarter and full year results for 2024 and provide guidance for the 2025 fiscal year at 9:00 am Eastern Time (ET) on March 6, 2025. The live webcast of Venture Global’s earnings conference call can be accessed at our website at www.ventureglobal.com along with the earnings press release, financial tables, and slide presentation. After the conclusion of the webcast, a replay will be made available on the Venture Global website.

About Venture Global

Venture Global is a long-term, low-cost provider of U.S. LNG sourced from resource rich North American natural gas basins. Venture Global’s business includes assets across the LNG supply chain including LNG production, natural gas transport, shipping and regasification. Venture Global’s first facility, the Calcasieu Project, commenced producing LNG in January 2022. Venture Global’s second facility, the Plaquemines Project, achieved first production of LNG in December 2024. Venture Global is currently constructing and developing over 100 mtpa of nameplate production capacity to provide clean, affordable energy to the world. Venture Global is developing Carbon Capture and Sequestration projects at each of its LNG facilities.

Forward-Looking Statements

This press release 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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (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, expectations regarding sales of LNG cargos, 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 are more fully detailed in our Annual Report on Form 10-K for the year ended December 31, 2024. In addition, please note that the date of this press release is March 6, 2025, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.

Contacts

Investors:

Michael Pasquarello

IR@ventureglobalLNG.com

Media:

Shaylyn Hynes

press@ventureglobalLNG.com

VENTURE GLOBAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share information)

	Three months ended<br><br>December 31,(1)				Twelve months ended<br><br>December 31,
	2024		2023		2024		2023
REVENUE	$	1,524	$	1,632	$	4,972	$	7,897
OPERATING EXPENSE
Cost of sales (exclusive of depreciation and amortization shown separately below)	414		489		1,351		1,684
Operating and maintenance expense	211		112		589		391
General and administrative expense	88		60		312		224
Development expense	124		165		635		490
Depreciation and amortization	93		69		322		277
Insurance recoveries, net	—		—		—		(19)
Total operating expense	930		895		3,209		3,047
INCOME FROM OPERATIONS	594		737		1,763		4,850
OTHER INCOME (EXPENSE)
Interest income	57		69		244		172
Interest expense, net	(117)		(193)		(584)		(641)
Gain (loss) on interest rate swaps	704		(656)		774		174
Loss on financing transactions	—		(10)		(14)		(123)
Total other income (expense)	644		(790)		420		(418)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE	1,238		(53)		2,183		4,432
Income tax expense (benefit)	248		(52)		437		816
NET INCOME (LOSS)	$	990	$	(1)	$	1,746	$	3,616
Less: Net income attributable to redeemable stock of subsidiary	37		34		144		130
Less: Net income attributable to non-controlling interests	15		15		59		805
Less: Dividends on VGLNG Series A Preferred Shares	67		—		68		—
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	871	$	(50)	$	1,475	$	2,681
BASIC EARNINGS PER SHARE
Net income (loss) attributable to common <br>stockholders per share—basic	$	0.37	$	(0.02)	$	0.63	$	1.30
Weighted average number of shares of common<br>stock outstanding—basic	2,350		2,350		2,350		2,070
DILUTED EARNINGS PER SHARE
Net income (loss) attributable to common <br>stockholders per share—diluted	$	0.33	$	(0.02)	$	0.57	$	1.25
Weighted average number of shares of common <br>stock outstanding—diluted	2,610		2,350		2,585		2,143

_____________

(1)Unaudited.

VENTURE GLOBAL, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share information)

	December 31,
	2024		2023
ASSETS
Current assets
Cash and cash equivalents	$	3,608	$	4,823
Restricted cash	169		520
Accounts receivable	364		265
Inventory, net	171		44
Derivative assets	154		164
Prepaid expenses and other current assets	93		143
Total current assets	4,559		5,959
Property, plant and equipment, net	34,675		19,439
Right-of-use assets	602		381
Noncurrent restricted cash	837		529
Deferred financing costs	384		464
Noncurrent derivative assets	1,482		899
Equity method investments	327		539
Other noncurrent assets	625		253
TOTAL ASSETS	$	43,491	$	28,463
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	1,536	$	436
Accrued and other liabilities	1,816		1,701
Current portion of long-term debt	190		178
Total current liabilities	3,542		2,315
Long-term debt, net including $0 and $4,944, respectively, of debt related to variable interest entities	29,086		20,607
Noncurrent operating lease liabilities	536		383
Deferred tax liabilities, net	1,637		1,149
Other noncurrent liabilities	794		539
Total liabilities	35,595		24,993
Redeemable stock of subsidiary	1,529		1,385
Equity
Venture Global, Inc. stockholders' equity
Class A common stock, par value $0.01 per share (2,350 million shares issued and outstanding for each period presented)	23		23
Additional paid in capital	512		519
Retained earnings	2,611		1,228
Accumulated other comprehensive loss	(249)		(260)
Total Venture Global, Inc. stockholders' equity	2,897		1,510
Non-controlling interests	3,470		575
Total equity	6,367		2,085
TOTAL LIABILITIES AND EQUITY	$	43,491	$	28,463

Reconciliation of Non-GAAP Measures

Regulation G Reconciliations

This earnings release contains references to Consolidated Adjusted EBITDA, which is not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”).

We believe Consolidated Adjusted EBITDA provides investors and other users of our consolidated financial statements with useful supplemental information to evaluate the financial performance of our business on an unleveraged basis, to enable comparison of our operating performance across periods. Consolidated Adjusted EBITDA also allows investors and other users of our financial statements to evaluate our operating performance in a manner that is consistent with management’s evaluation of financial and operating performance.

We define Consolidated Adjusted EBITDA as net income attributable to Venture Global Inc., as determined in accordance with GAAP, adjusted to exclude net income attributable to non-controlling interests, income taxes, gain/loss on interest rate swaps, gain/loss on financing transactions, interest expense, net of capitalized interest, interest income, depreciation and amortization, stock-based compensation expense and gain/loss from changes in the fair value of forward natural gas supply contracts. We believe the exclusion of these items enables investors and other users of our consolidated financial statements to assess our sequential and year-over-year performance and operating trends on a more comparable basis.

Consolidated Adjusted EBITDA has material limitations as an analytical tool and should be viewed as a supplement to and not a substitute for measures of performance, financial results and cash flow from operations calculated in accordance with GAAP. For example, Consolidated Adjusted EBITDA excludes certain recurring, non-cash charges such as stock-based compensation expense and gain/loss from changes in the fair value of forward natural gas supply contracts, and does not reflect changes in, or cash requirements for our working capital needs. In addition, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Consolidated Adjusted EBITDA does not reflect cash requirements for such replacements. Other companies, including companies in our industry, may also calculate Consolidated Adjusted EBITDA differently, which may limit its usefulness as a comparative measure.

The following table reconciles our Consolidated Adjusted EBITDA to U.S. GAAP results for the three and twelve months ended December 31, 2024 and 2023 (in millions) to net income attributable to common stockholders, the most directly comparable financial measure prepared and presented in accordance with GAAP:

	Three months ended<br>December 31,				Twelve months ended<br>December 31,
	2024		2023		2024			2023
NET INCOME (LOSS) ATTRIBUTABLE TO<br>   COMMON STOCKHOLDERS	$	871	$	(50)	$	1,475		$	2,681
Net income attributable to non-controlling<br>   interests	119		49		271		—	935
Income tax expense (benefit)	248		(52)		437			816
(Gain) loss on interest rate swaps	(704)		656		(774)			(174)
Loss on financing transactions	—		10		14			123
Interest expense, net	117		193		584			641
Interest income	(57)		(69)		(244)			(172)
INCOME FROM OPERATIONS	$	594	$	737	$	1,763		$	4,850
Adjustments to reconcile income from<br><br>operations to Consolidated Adjusted EBITDA:
Depreciation and amortization	93		69		322			277
Stock based compensation expense	4		7		22			28
Gain from changes in fair value of other<br><br>derivatives(1)	(3)		—		(3)			—
Consolidated Adjusted EBITDA	$	688	$	813	$	2,104		$	5,155

_____________

(1)Change in fair value of forward natural gas supply contracts.

7