Thayer Jonathan W 4
4 · Venture Global, Inc. · Filed Mar 19, 2026
Research Summary
AI-generated summary of this filing
Venture Global (VG) CFO Jonathan Thayer Exercises Options, Sells Shares
What Happened
Jonathan W. Thayer, Chief Financial Officer of Venture Global (VG), exercised a total of 3,222,223 option-derived shares (paid ~$3.74M at $1.16/share) on March 18–19, 2026 and then sold those same shares in open-market transactions for aggregate gross proceeds of about $50.56M. The filing also reports a 500,000-share award/derivative grant on March 18, 2026 (reported at $0.00). The pattern — exercise followed by immediate sale — is a cash-out of vested option holdings rather than a market buy signal.
Key Details
- Transaction dates: March 18–19, 2026; Form 4 filed March 19, 2026 (appears timely).
- Options exercised (paid): 3,222,223 shares at $1.16 each; total exercise cost ≈ $3,737,779.
- Shares sold (open market): 3,222,223 shares for total proceeds ≈ $50,559,163. Estimated net proceeds ≈ $46,821,384 (proceeds minus exercise cost).
- Reported sale prices are weighted averages across multiple trades; footnotes give price ranges for each block (roughly $12.99–$16.80 per share across the transactions).
- A 500,000-share derivative award was reported on 3/18 (footnotes indicate a multi-quarter vesting schedule for awards/options).
- Several derivative line items show $0.00 proceeds — these reflect internal reporting of option conversions/exercise steps, not additional sales.
Context
- This is a typical "exercise-and-sell" (cashless) transaction: the CFO converted options into shares and sold them promptly, realizing cash. Such transactions monetize compensation and are common with vested options; they are informational but do not by themselves indicate the insider’s view of the company’s long-term prospects.
- Footnotes disclose that sale prices shown are weighted averages across multiple trades and that some option terms were adjusted for a prior stock split.
Insider Transaction Report
Form 4
Thayer Jonathan W
Chief Financial Officer
Transactions
- Exercise/Conversion
Class A Common Stock
2026-03-18$1.16/sh+71,698$83,170→ 71,698 total - Exercise/Conversion
Class A Common Stock
2026-03-18$1.16/sh+536,514$622,356→ 608,212 total - Exercise/Conversion
Class A Common Stock
2026-03-18$1.16/sh+2,900$3,364→ 611,112 total - Sale
Class A Common Stock
[F1]2026-03-18$13.60/sh−71,698$975,358→ 539,414 total - Sale
Class A Common Stock
[F2]2026-03-18$14.09/sh−536,514$7,560,180→ 2,900 total - Sale
Class A Common Stock
[F3]2026-03-18$15.02/sh−2,900$43,549→ 0 total - Exercise/Conversion
Class A Common Stock
2026-03-19$1.16/sh+49,612$57,550→ 49,612 total - Exercise/Conversion
Class A Common Stock
2026-03-19$1.16/sh+2,520,800$2,924,128→ 2,570,412 total - Exercise/Conversion
Class A Common Stock
2026-03-19$1.16/sh+40,699$47,211→ 2,611,111 total - Sale
Class A Common Stock
[F4]2026-03-19$14.47/sh−49,612$717,960→ 2,561,499 total - Sale
Class A Common Stock
[F5]2026-03-19$16.12/sh−2,520,800$40,636,556→ 40,699 total - Sale
Class A Common Stock
[F6]2026-03-19$15.37/sh−40,699$625,560→ 0 total - Award
Stock Options
[F7]2026-03-18+500,000→ 500,000 totalExercise: $12.97Exp: 2036-03-18→ Class A Common Stock (500,000 underlying) - Exercise/Conversion
Stock Options
[F8][F9]2026-03-18−71,698→ 22,529,960 totalExercise: $1.16Exp: 2030-06-17→ Class A Common Stock (71,698 underlying) - Exercise/Conversion
Stock Options
[F8][F9]2026-03-18−536,514→ 21,993,446 totalExercise: $1.16Exp: 2030-06-17→ Class A Common Stock (536,514 underlying) - Exercise/Conversion
Stock Options
[F8][F9]2026-03-18−2,900→ 21,990,546 totalExercise: $1.16Exp: 2030-06-17→ Class A Common Stock (2,900 underlying) - Exercise/Conversion
Stock Options
[F8][F9]2026-03-19−49,612→ 21,940,934 totalExercise: $1.16Exp: 2030-06-17→ Class A Common Stock (49,612 underlying) - Exercise/Conversion
Stock Options
[F8][F9]2026-03-19−2,520,800→ 19,420,134 totalExercise: $1.16Exp: 2030-06-17→ Class A Common Stock (2,520,800 underlying) - Exercise/Conversion
Stock Options
[F8][F9]2026-03-19−40,699→ 19,379,435 totalExercise: $1.16Exp: 2030-06-17→ Class A Common Stock (40,699 underlying)
Holdings
- 4,520,331
Stock Options
[F10][F7]Exercise: $3.39Exp: 2032-05-12→ Class A Common Stock
Footnotes (10)
- [F1]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.99 to $13.98 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F10]This stock option was previously reported as covering 1,000 shares of Class A Common Stock at an exercise price of $15,300 per share but was adjusted to reflect the Stock Split.
- [F2]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.99 to $14.98 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F3]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.99 to $15.08 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.86 to $14.85 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F5]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.87 to $16.80 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F6]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.86 to $15.85 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F7]This stock option shall vest in equal quarterly installments on each of the first 16 quarterly anniversaries of the grant date, subject to the reporting person's continuous service through each applicable vesting date.
- [F8]This stock option was previously reported as covering 5,000 shares of Class A Common Stock at an exercise price of $5,200 per share but was adjusted to reflect the stock split that occurred immediately prior to the consummation of the Issuer's initial public offering (the "Stock Split").
- [F9]This stock option is fully vested and exercisable.
Signature
/s /Keith Larson, Attorney-in-Fact for Thayer Jonathan W|2026-03-19