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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025

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

Commission file number 001-42486

VENTURE GLOBAL, INC.

(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

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):


Large accelerated filer ☐ Accelerated filer ☐						Smaller reporting company ☐
Non-accelerated filer ☒ (Do not check if a smaller reporting company)						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. ☐

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 October 30, 2025, the number of shares of the registrant’s Class A common stock outstanding was 479,506,138, and the number of shares of the registrant’s Class B common stock outstanding was 1,968,604,458.

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			Page
Glossary of Key Terms			1
Cautionary Statement Regarding Forward-Looking Statements			4
PART I
Item 1. Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
Item 3. Quantitative and Qualitative Disclosures about Market Risk			58
Item 4. Controls and Procedures			58
PART II
Item 1. Legal Proceedings			59
Item 1A. Risk Factors			60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			60
Item 3. Defaults Upon Senior Securities			61
Item 4. Mine Safety Disclosure			61
Item 5. Other Information			61
Item 6. Exhibits			63
Signatures			64

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GLOSSARY OF KEY TERMS

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

◦Blackfin means Blackfin Pipeline, LLC, a joint venture between the Company, through its wholly-owned subsidiary Venture Global Midstream Holdings, LLC, and WhiteWater Development LLC, which is engaged in the development and construction of the Blackfin pipeline;

◦Blackfin Credit Facilities means the project financing obtained by Blackfin, consisting of a senior secured term loan facility, or the Blackfin TLB Facility, a senior secured construction term loan facility, or the Blackfin TLA Facility, and a senior secured working capital facility, or the Blackfin Working Capital Facility;

◦Blackfin pipeline, an approximately 3.3 Bcf/d natural gas pipeline system linking Colorado County to Jasper County in Texas under development by Blackfin;

◦Calcasieu Funding means Calcasieu Pass Funding, LLC;

◦Calcasieu Holdings means Calcasieu Pass Holdings, LLC;

◦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;

◦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 Bridge Facilities means the secured bridge credit facilities, consisting of a $2.8 billion bridge loan facility and a $175 million three-year interest reserve facility, entered into by CP2 to fund a portion of project costs for the CP2 Project;

◦CP2 Holdings EBL Facilities means the secured equity bridge credit facilities, consisting of a $2.8 billion secured equity bridge credit facility, and a $191 million three-year secured interest reserve credit facility;

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◦CP2 Holdings means CP2 LNG Holdings, LLC;

◦CP2 Procurement means CP2 Procurement, LLC;

◦CP2 Credit Facilities means project financing obtained by CP2, consisting of a senior secured construction term loan facility, or the CP2 Construction Term Loan, and a senior secured working capital facility, or the CP2 Working Capital Facility;

◦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;

◦FERC means the Federal Energy Regulatory Commission;

◦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;

◦FOB means free on board which, with respect to LNG SPAs, requires the seller to deliver and load LNG onto the buyer's LNG tankers at the seller's export terminal;

◦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- or mid-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;

◦NPNS means normal purchases and normal sales scope exception, a rule under GAAP;

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

◦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;

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◦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;

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

◦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;

◦TBtu means trillion British thermal units;

◦TCP means TransCameron Pipeline, LLC;

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

◦Total Project Costs means the costs to complete a project, including EPC contractor profit and contingency, owners’ costs and financing costs, excluding costs for operations, maintenance, and extended commissioning and start up activities;

◦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, collectively;

◦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, collectively;

◦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;

◦VGPL Senior Secured Notes means the VGPL 2033 Notes, VGPL 2034 Notes, VGPL 2035 Notes and VGPL 2036 Notes, collectively;

◦VIE means variable interest entity; and

◦Weighted average price of LNG volumes sold means contracted sales prices, generally consisting of a liquefaction fee and a commodity fee.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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 second phase of 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;

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•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 second phase of 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 and magnitude of negative outcomes 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.

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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.

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PART I

ITEM 1. FINANCIAL STATEMENTS

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VENTURE GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share information)

(unaudited)


	September 30, 2025		December 31, 2024

ASSETS
Current assets
Cash and cash equivalents	$	1,879	$	3,608
Restricted cash	334		169
Accounts receivable	633		364
Inventory, net	227		171
Derivative assets	90		154
Prepaid expenses and other current assets	95		93
Total current assets	3,258		4,559
Property, plant and equipment, net	43,258		34,675
Right-of-use assets	760		602
Noncurrent restricted cash	1,329		837
Deferred financing costs	510		384
Noncurrent derivative assets	384		1,482
Other noncurrent assets	580		952
TOTAL ASSETS	$	50,079	$	43,491

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	947	$	1,536
Accrued and other liabilities	2,120		1,816
Current portion of long-term debt, net	856		190
Total current liabilities	3,923		3,542
Long-term debt, net	31,743		29,086
Noncurrent operating lease liabilities	708		536
Deferred tax liabilities, net	2,024		1,637
Other noncurrent liabilities	860		794
Total liabilities	39,258		35,595

Commitments and contingencies (Note 14)

Redeemable stock of subsidiary	1,650		1,529
Equity
Venture Global, Inc. stockholders' equity
Class A common stock, par value $0.01 per share (477 million and 2,350 million shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)	4		23
Class B common stock, par value $0.01 per share (1,969 million and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)	20		—
Additional paid in capital	2,214		512
Retained earnings	3,694		2,611
Accumulated other comprehensive loss	(240)		(249)
Total Venture Global, Inc. stockholders' equity	5,692		2,897
Non-controlling interests	3,479		3,470
Total equity	9,171		6,367
TOTAL LIABILITIES AND EQUITY	$	50,079	$	43,491

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VENTURE GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share information)

(unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

REVENUE	$	3,329	$	926	$	9,324	$	3,448

OPERATING EXPENSE
Cost of sales (exclusive of depreciation and amortization shown separately below)	1,388		272		3,866		937
Operating and maintenance expense	245		143		714		378
General and administrative expense	105		77		313		224
Development expense	53		156		292		511
Depreciation and amortization	218		89		701		229
Total operating expense	2,009		737		5,886		2,279

INCOME FROM OPERATIONS	1,320		189		3,438		1,169

OTHER INCOME (EXPENSE)
Interest income	27		53		121		187
Interest expense, net	(421)		(128)		(1,007)		(467)
Gain (loss) on interest rate swaps	(144)		(480)		(448)		70
Loss on financing transactions	(141)		(6)		(204)		(14)
Loss on foreign currency transactions	(4)		—		(4)		—
Total other income (expense), net	(683)		(561)		(1,542)		(224)

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)	637		(372)		1,896		945
Income tax expense (benefit)	87		(78)		354		189
NET INCOME (LOSS)	550		(294)		1,542		756

Less: Net income attributable to redeemable stock of subsidiary	44		37		121		107
Less: Net income attributable to non-controlling interests	10		15		26		44
Less: Dividends on VGLNG Series A Preferred Shares	67		1		202		1
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	429	$	(347)	$	1,193	$	604

BASIC EARNINGS (LOSS) PER SHARE
Net income (loss) attributable to common stockholders per share—basic	$	0.18	$	(0.15)	$	0.49	$	0.26
Weighted average number of shares of common stock outstanding—basic(a)	2,433		2,350		2,418		2,350

DILUTED EARNINGS (LOSS) PER SHARE
Net income (loss) attributable to common stockholders per share—diluted	$	0.16	$	(0.15)	$	0.45	$	0.23
Weighted average number of shares of common stock outstanding—diluted(a)	2,641		2,350		2,639		2,577

____________

(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.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VENTURE GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

NET INCOME (LOSS)	$	550	$	(294)	$	1,542	$	756
Other comprehensive income
Cash flow hedges, net
Reclassification to earnings, net of income tax expense of $0, $1, $2 and $2, respectively	3		2		9		8
COMPREHENSIVE INCOME (LOSS)	553		(292)		1,551		764
Less: Comprehensive income attributable to redeemable stock of subsidiary	44		37		121		107
Less: Comprehensive income attributable to non-controlling interests	11		15		26		44
Less: Dividends on VGLNG Series A Preferred Shares	67		1		202		1
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	431	$	(345)	$	1,202	$	612

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VENTURE GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions)

(unaudited)


	Stockholders' equity
	Common stock						Additional paid in capital		Retained earnings		Accumulated other comprehensive loss		Total stockholders' equity		Non-controlling interests
	Class A			Class B
	Shares	Par value		Shares	Par value

BALANCE AT DECEMBER 31, 2024	2,350	$	23	—	$	—	$	512	$	2,611	$	(249)	$	2,897	$	3,470
Net income	—	—		—	—		—		396		—		396		83
Stock-based compensation	—	—		—	—		(17)		—		—		(17)		—
Subsidiary dividends and distributions	—	—		—	—		—		(68)		—		(68)		(82)
Other comprehensive income	—	—		—	—		—		—		3		3		—
Conversion of Class A common stock to Class B common stock	(1,969)	(20)		1,969	20		—		—		—		—		—
Issuance of Class A common stock, net	70	1		—	—		1,669		—		—		1,670		—
BALANCE AT MARCH 31, 2025	451	$	4	1,969	$	20	$	2,164	$	2,939	$	(246)	$	4,881	$	3,471

Net income	—	—		—	—		—		368		—		368		68
Stock-based compensation	5	—		—	—		16		—		—		16		—
Subsidiary distributions	—	—		—	—		—		—		—		—		(2)
Other comprehensive income (loss)	—	—		—	—		—		—		4		4		(1)
BALANCE AT JUNE 30, 2025	456	$	4	1,969	$	20	$	2,180	$	3,307	$	(242)	$	5,269	$	3,536
Net income	—	—		—	—		—		429		—		429		77
Stock-based compensation	21	—		—	—		34		—		—		34		—
Dividends declared on common stock	—	—		—	—		—		(42)		—		(42)		—
Subsidiary distributions	—	—		—	—		—		—		—		—		(135)
Other comprehensive income	—	—		—	—		—		—		2		2		1
BALANCE AT SEPTEMBER 30, 2025	477	$	4	1,969	$	20	$	2,214	$	3,694	$	(240)	$	5,692	$	3,479


	Stockholders' equity
	Common stock						Additional paid in capital		Retained earnings		Accumulated other comprehensive loss		Total stockholders' equity		Non-controlling interests
	Class A			Class B
	Shares	Par value		Shares	Par value

BALANCE AT DECEMBER 31, 2023	2,350	$	23	—	$	—	$	519	$	1,228	$	(260)	$	1,510	$	575
Net income	—	—		—	—		—		648		—		648		15
Stock-based compensation	—	—		—	—		(13)		—		—		(13)		—
Subsidiary distributions	—	—		—	—		—		—		—		—		(15)
Other comprehensive income	—	—		—	—		—		—		3		3		—
BALANCE AT MARCH 31, 2024	2,350	$	23	—	$	—	$	506	$	1,876	$	(257)	$	2,148	$	575

Net income	—	—		—	—		—		303		—		303		14
Stock-based compensation	—	—		—	—		(4)		—		—		(4)		—
Subsidiary distributions	—	—		—	—		—		—		—		—		(14)
Other comprehensive income	—	—		—	—		—		—		3		3		—
BALANCE AT JUNE 30, 2024	2,350	$	23	—	$	—	$	502	$	2,179	$	(254)	$	2,450	$	575
Net income (loss)	—	—		—	—		—		(346)		—		(346)		15
Stock-based compensation	—	—		—	—		6		—		—		6		—
Dividends declared on common stock	—	—		—	—		—		(160)		—		(160)		—
Subsidiary distributions	—	—		—	—		—		—		—		—		(15)
Other comprehensive income	—	—		—	—		—		—		2		2		—
Issuance of VGLNG Preferred Shares, net	—	—		—	—		—		—		—		—		2,900
BALANCE AT SEPTEMBER 30, 2024	2,350	$	23	—	$	—	$	508	$	1,673	$	(252)	$	1,952	$	3,475

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VENTURE GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Nine months ended September 30,
	2025		2024

OPERATING ACTIVITIES
Net income	$	1,542	$	756
Adjustments to reconcile net income to net cash from operating activities:
(Gain) loss on derivatives, net	539		(70)
Cash from settlement of derivatives, net	994		160
Loss on financing transactions	204		14
Deferred taxes	350		186
Non-cash interest expense	101		55
Depreciation and amortization	701		229
Stock-based compensation	34		18
Changes in operating assets and liabilities:
Accounts receivable	(279)		169
Inventory	(56)		(129)
Prepaid expenses and other current assets	(9)		18
Accounts payable and accrued liabilities	345		51
Other, net	(11)		19
Net cash from operating activities	4,455		1,476

INVESTING ACTIVITIES
Purchases of property, plant and equipment	(9,740)		(10,058)
Other investing activities	163		(378)
Net cash used by investing activities	(9,577)		(10,436)

FINANCING ACTIVITIES
Proceeds from issuance of debt	6,500		1,584
Proceeds from project credit facilities	4,890		5,410
IPO issuance of Class A common stock	1,750		—
Proceeds from issuance of VGLNG Series A Preferred Shares	—		3,000
Repayment of debt	(7,697)		(859)
Payments of financing and issuance costs	(898)		(95)
Payments of dividends and subsidiary distributions	(423)		(83)
Other financing activities	(72)		(234)
Net cash from financing activities	4,050		8,723

Net decrease in cash, cash equivalents and restricted cash	(1,072)		(237)
Cash, cash equivalents and restricted cash at beginning of period	4,614		5,872
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	3,542	$	5,635

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – General

The Company

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 LNG projects.

Basis of presentation and consolidation

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. Certain prior period amounts have been reclassified to conform to current period presentation.

Stock Split

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 15 – Equity for further discussion of the IPO.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and the accompanying notes. While management believes that the estimates and assumptions used in the preparation of the condensed consolidated financial statements are appropriate, actual results could differ from those estimates.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 – Restricted Cash

The following table summarizes the components of restricted cash:


	September 30, 2025		December 31, 2024

Current restricted cash
Debt service reserves	$	190	$	141
Other project reserves	144		28
Total current restricted cash	$	334	$	169

Noncurrent restricted cash
Construction reserves	$	1,224	$	611
Debt service reserves	105		226
Total noncurrent restricted cash	$	1,329	$	837

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows:


	September 30, 2025		December 31, 2024

Cash and cash equivalents	$	1,879	$	3,608
Current restricted cash	334		169
Noncurrent restricted cash	1,329		837
Cash, cash equivalents, and restricted cash per the condensed consolidated statements of cash flows	$	3,542	$	4,614

Note 3 – Revenue from Contracts with Customers

The Company has entered into numerous contracts for the sale of LNG to third-party customers. The Company's customers generally purchase LNG for a price which includes a fixed liquefaction fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable commodity fee per MMBtu of LNG indexed to Henry Hub. The fixed liquefaction fee component under the Company's post-COD SPAs is the amount owed to the Company regardless of a cancellation or suspension of LNG cargo deliveries by its customers. The variable commodity fee component is the amount generally payable to the Company only upon delivery of LNG. The Company's LNG sales agreements include provisions for contingent payments for non-performance, delays, or other damages, which may be due from the Company, and represent variable consideration. Any estimates for contingent payments are based on either the Company's best estimate of the most likely outcome or the expected value, depending on which method best predicts the total net consideration to which the Company will be entitled over the term of the LNG sales agreement. Payments, and estimates for contingent payments, are recognized as a reduction to the transaction price (as an adjustment to the fixed liquefaction fee) as LNG is delivered to customers over the term of the LNG sales agreement.

Liabilities associated with estimates for contingent payments are limited to any rights to payment from customers (i.e., for satisfied performance obligations) that are in excess of the recognized transaction price until the uncertainty around the obligation, including its value, is resolved. A liability is not recognized for estimates of contingent payments until the earlier of when consideration received from a customer exceeds the transaction price allocated to satisfied performance obligations, or a contingent payment becomes a fixed financial obligation.

LNG produced prior to the relevant project or phase thereof reaching COD is sold under short- or mid-term LNG Commissioning 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.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 15, 2025, the Calcasieu Project declared COD and commenced the sale of LNG to its customers under its post-COD SPAs. Under the post-COD SPAs, customers purchase LNG for a price consisting of a fixed liquefaction fee plus a variable commodity fee per MMBtu of LNG. The Calcasieu Project post-COD SPAs are delivered on a FOB basis, which means that the title to the LNG will transfer at the time our customers take delivery at our facility.

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

LNG revenue	$	3,309	$	921	$	9,269	$	3,431
Other revenue	20		5		55		17
Total revenue	$	3,329	$	926	$	9,324	$	3,448

Transaction price allocated to future performance obligations

Because many of the Company's sales contracts have long-term durations, the Company is contractually entitled to significant future consideration which it has not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price, including variable consideration, that is allocated to performance obligations for legally enforceable sales agreements that have not yet been satisfied, excluding all performance obligations that are part of contracts that have an expected duration of one year or less (dollar amounts in billions):


	September 30, 2025
	Unsatisfied transaction price(a)		Weighted average recognition timing (in years)

LNG revenue	$	270.8	19.6 years

_____________

(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 i) the best estimate of when the Company's respective projects will reach COD and the post-COD SPAs will commence, which is currently expected to occur in 2026 and 2027 for the first and second phases of the Plaquemines Project, respectively, and 2029 for the first phase of the CP2 Project, and ii) reductions to the transaction price to reflect management's best estimate of variable consideration. This variable consideration relates to the five pending disputes with Calcasieu Project post-COD SPA customers who are asserting that the Calcasieu Project was delayed in declaring COD under the respective post-COD SPAs.

On October 8, 2025, the Company was notified that a partial final award had been issued in the arbitration proceedings with BP Gas Marketing Limited (“BP”). Remedies were not addressed in the partial final award and will be determined in a separate damages hearing. A final award is expected to be issued following the damages portion of the hearing. Based on the terms of the partial final 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 in excess of $1.0 billion, as well as interest, costs and attorneys’ fees. Four of the Calcasieu Project's other customers are disputing whether the liability limitations in the Company's post-COD SPAs are applicable, and therefore are claiming damages, including amounts in excess of the liability limitations. The Company believes the disputes with these other customers are subject to the aggregate liability limitations of $765 million under the applicable post-COD SPAs.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 – Inventory

The following table summarizes the components of inventory:


	September 30, 2025		December 31, 2024

Spare parts and materials	$	138	$	89
LNG	33		36
LNG in-transit	41		36
Other	15		10
Total inventory	$	227	$	171

Note 5 – Property, Plant and Equipment

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


	Estimated useful life	September 30, 2025		December 31, 2024

Terminal and interconnected pipeline facilities(a)	7-47	$	30,843	$	18,698
Construction in progress	N/A	6,955		10,773
Advanced equipment and construction payments	N/A	4,790		4,733
LNG tankers	25	1,504		630
Other(b)	2-35	661		633
Total property, plant and equipment at cost		44,753		35,467
Accumulated depreciation		(1,495)		(792)
Total property, plant and equipment, net		$	43,258	$	34,675

____________

(a) During the nine months ended September 30, 2025, the Company extended the probable remaining terms of certain land leases and therefore extended the estimated useful lives of the terminal assets previously constrained by the terms of the land lease to which they are affixed. This resulted in a $88 million reduction to depreciation expense, or $0.04 and $0.03 increase in basic and diluted earnings per share, respectively, for the three and nine months ended September 30, 2025. See Note 6 – Leases for further discussion.

(b) Includes land, which does not depreciate, buildings, and finance lease assets. See Note 6 – Leases for further discussion.

During the nine months ended September 30, 2025, the CP2 Project was deemed probable of construction and completion. Subsequent costs associated with the development and construction of the terminal and associated pipeline, including capitalizable interest, have been capitalized as construction in progress or advanced equipment payments.

In May 2025 and July 2025, the Company acquired the remaining equity ownership interests in Kagami 1 and Kagami 2, respectively. The purchases of Kagami 1 and Kagami 2 were recognized prospectively as asset acquisitions of the LNG tankers named Venture Acadia and Venture Creole, respectively. See Note 7 – Equity Method Investments for further discussion.

During the nine months ended September 30, 2025, the Company recognized $62 million of net proceeds, after deducting the cost of feed gas, from Test LNG sales as a reduction to the cost basis of the Plaquemines Project LNG terminal.

As of September 30, 2025, $23.2 billion, which represents a portion of the Plaquemines Project's property, plant and equipment, has been placed in service in accordance with the applicable 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.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

Depreciation expense	$	216	$	87	$	693	$	224

Note 6 – Leases

Operating leases consist primarily of leased land, LNG tankers, and office space and facilities. Finance leases consist primarily of leased marine vessels and a bridge.

During the nine months ended September 30, 2025, the Company determined that it was reasonably certain to exercise certain options to renew various land leases thereby extending the probable remaining lease terms. This was recognized as a lease modification and resulted in an increase in right-of-use assets in exchange for operating lease liabilities of $88 million.

The following table presents the line item classification of right-of-use assets and lease liabilities on the condensed consolidated balance sheets:


	Line item	September 30, 2025		December 31, 2024

Right-of-use assets—operating	Right-of-use assets	$	760	$	602
Right-of-use assets—finance	Property, plant and equipment, net	285		279
Total right-of-use assets		$	1,045	$	881

Current operating lease liabilities	Accrued and other liabilities	$	78	$	81
Current finance lease liabilities	Accrued and other liabilities	9		10
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	708		536
Noncurrent finance lease liabilities	Other noncurrent liabilities	250		248
Total lease liabilities		$	1,045	$	875

The Company's lease costs are presented in various line items consistent with the underlying nature of the lease. The following table presents the components of total lease costs included in the condensed consolidated statements of operations.


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

Operating lease cost	$	37	$	28	$	98	$	69
Finance lease cost	7		8		26		20
Total lease cost	$	44	$	36	$	124	$	89

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7 – Equity Method Investments

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


	September 30, 2025			December 31, 2024
Equity method investment	Ownership interest	Carrying value(a)		Ownership interest	Carrying value

Kagami 1	100%	$	—	39%	$	164
Kagami 2	100%	—		39%	163
Total		$	—		$	327

_____________

(a)As of September 30, 2025, the LNG tankers held by Kagami 1 and Kagami 2 are recognized as property, plant and equipment. See Note 5 – Property, Plant and Equipment for further discussion.

Kagami Companies

In 2023, the Company began acquiring equity interests in Kagami 1 and Kagami 2. The Kagami Companies each purchased one LNG tanker. The equity method investments were recognized within other noncurrent assets and held by the DS&S reportable segment.

In May 2025 and July 2025, the Company completed the acquisitions of the full equity ownership interests in Kagami 1 and Kagami 2, respectively, through a series of transactions, for a total purchase price of $540 million. Prior to the acquisitions, Kagami 1 and Kagami 2 were VIEs in which the Company was not the primary beneficiary since it lacked the power to make significant decisions, and were accordingly recognized as equity method investments. See Note 5 – Property, Plant and Equipment for further discussion.

Note 8 – Accrued and Other Liabilities

Components of accrued and other liabilities included:


	September 30, 2025		December 31, 2024

Accrued construction and equipment costs	$	714	$	620
Accrued interest	427		361
Accrued natural gas purchases	487		267
Accrued compensation	218		191
Accrued dividends and distributions	—		95
Other	274		282
Total accrued and other liabilities	$	2,120	$	1,816

Note 9 – Asset Retirement Obligations

During the nine months ended September 30, 2025, the Company extended the probable remaining terms of certain land leases. In connection with the extension, the Company revised the estimated settlement dates for certain asset retirement obligations resulting in an aggregate reduction of $339 million to the corresponding asset and liability. The total obligation as of September 30, 2025, and December 31, 2024, was $199 million and $502 million, respectively. See Note 6 – Leases for further discussion.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10 – Debt

The following table summarizes outstanding debt:


	Maturity	Interest rate	September 30, 2025		December 31, 2024

Fixed rate:
VGLNG Senior Secured Notes
VGLNG 2028 Notes	June 1, 2028	8.125%	$	2,250	$	2,250
VGLNG 2029 Notes(a)	February 1, 2029	9.500%	3,000		3,000
VGLNG 2030 Notes	January 15, 2030	7.000%	1,500		1,500
VGLNG 2031 Notes	June 1, 2031	8.375%	2,250		2,250
VGLNG 2032 Notes(b)	February 1, 2032	9.875%	2,000		2,000
VGCP Senior Secured Notes
VGCP 2029 Notes	August 15, 2029	3.875%	1,250		1,250
VGCP 2030 Notes	January 15, 2030	6.250%	1,000		1,000
VGCP 2031 Notes	August 15, 2031	4.125%	1,250		1,250
VGCP 2033 Notes	November 1, 2033	3.875%	1,250		1,250
VGPL Senior Secured Notes
VGPL 2033 Notes	May 1, 2033	7.500%	1,250		—
VGPL 2034 Notes	January 15, 2034	6.500%	2,000		—
VGPL 2035 Notes	May 1, 2035	7.750%	1,250		—
VGPL 2036 Notes	January 15, 2036	6.750%	2,000		—
Other fixed rate debt(c)	September 5, 2029	7.600%	84		84
Variable rate:
Calcasieu Pass Construction Term Loan			855		997
Plaquemines Construction Term Loan			5,701		12,635
Plaquemines Working Capital Facility			154		85
CP2 Construction Term Loan			100		—
CP2 Holdings EBL Facilities			3,000		—
Blackfin TLA Facility			54		—
Blackfin TLB Facility(d)			1,050		—
Total outstanding debt			33,248		29,551
Less: Unamortized debt discount, premium and issuance costs			(649)		(275)
Total outstanding debt, net			32,599		29,276
Less: Current portion of long-term debt, net			(856)		(190)
Total long-term debt, net			$	31,743	$	29,086

____________

(a)Issued at 100.167% of par.

(b)Issued at 99.661% of par.

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

(d)Issued at 99.500% of par.

Fixed rate debt

VGLNG Senior Secured Notes

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.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

VGCP Senior Secured Notes

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.

VGPL Senior Secured Notes

In April 2025, VGPL issued $2.5 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 7.500% senior secured notes due 2033 in an aggregate principal amount of $1.25 billion (the "VGPL 2033 Notes") and (ii) a series of 7.750% senior secured notes due 2035 in an aggregate amount of $1.25 billion ("the VGPL 2035 Notes"). In July 2025, VGPL issued $4.0 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 6.500% senior secured notes due 2034 in an aggregate principal amount of $2.0 billion (the “VGPL 2034 Notes”) and (ii) a series of 6.750% senior secured notes due 2036 in an aggregate principal amount of $2.0 billion (the “VGPL 2036 Notes”). In connection with the issuance of the VGPL Senior Secured Notes, Plaquemines incurred debt issuance costs of $134 million primarily related to lender fees which will be amortized over the term of the notes.

In connection with the issuances, VGPL settled a pro rata portion of its interest rate swaps that hedged the variable interest on the Plaquemines Credit Facilities for cash proceeds of $869 million. See Note 11 – Derivatives for further discussion. The net proceeds from the issuances and swap breakage proceeds were used to prepay $7.2 billion outstanding under the Plaquemines Construction Term Loan and to pay costs incurred in connection with the offerings. The prepayments were accounted for as partial extinguishments resulting in a $163 million loss on financing transactions during the nine months ended September 30, 2025.

The obligations of VGPL under the VGPL Senior Secured Notes are guaranteed by Gator Express and secured on a pari passu basis by a first-priority security interest in the assets that secure the Plaquemines Credit Facilities. VGPL may redeem all or part of the VGPL 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.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Variable rate debt — LNG projects

Below is a summary of committed credit facilities outstanding for our LNG projects as of September 30, 2025:


	Calcasieu Pass Credit Facilities(a)				Plaquemines Credit Facilities(b)				CP2 Credit Facilities(c)
	Calcasieu Pass Construction Term Loan		Calcasieu Pass Working Capital Facility		Plaquemines Construction Term Loan		Plaquemines Working Capital Facility		CP2 Construction Term Loan		CP2 Working Capital Facility		CP2 Holdings EBL Facilities(d)

Original facility size	$	5,477	$	300	$	8,459	$	1,100	$	11,250	$	850	$	3,000
Incremental commitments	—		255		4,489		1,000		—		—		—
Less:
Outstanding balances	855		—		5,701		154		100		—		3,000
Commitments prepaid or terminated	4,622		—		7,247		—		—		—		—
Letters of credit issued	—		299		—		1,337		—		110		—
Available commitments	$	—	$	256	$	—	$	609	$	11,150	$	740	$	—

Priority ranking	Senior secured		Senior secured		Senior secured		Senior secured		Senior secured		Senior secured		Senior secured
Interest rate on outstanding balances	SOFR +		SOFR +		SOFR +		SOFR +		SOFR +		SOFR +		SOFR +
	2.375% to 2.875%		2.375% to 2.875%		1.975% to 2.625%		1.975% to 2.625%		2.250% to 2.750%		2.250% to 2.750%		3.500%
	or		or		or		or		or		or		or
	base rate +		base rate +		base rate +		base rate +		base rate +		base rate +		base rate +
	1.375% to 1.875%		1.375% to 1.875%		0.875% to 1.375%		0.875% to 1.375%		1.250% to 1.750%		1.250% to 1.750%		2.500%
Commitment fees on undrawn balance	0.831%		1.006%		0.656%		0.656%		0.788% to 0.963%		0.788% to 0.963%		N/A
Maturity date	August 19, 2026		August 19, 2026		May 25, 2029		May 25, 2029		July 28, 2032		July 28, 2032		July 28, 2028

____________

(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.

(c)The obligations of CP2 as the borrower are guaranteed by CP2 Procurement and CP Express and secured by a first-priority lien on substantially all of the assets of CP2, CP2 Procurement and CP Express, as well as all of the membership interests in those companies.

(d)CP2 Holdings as the borrower has pledged all its assets as collateral to secure its obligations under the CP2 Holdings EBL Facilities.

CP2 Bridge Facilities

In May 2025, CP2 as borrower, and CP2 Procurement and CP Express as guarantors, entered into the $3.0 billion CP2 Bridge Facilities, consisting of a $2.8 billion delayed draw bridge loan facility (the "CP2 Bridge Loan Facility") and a $175 million interest reserve facility (the "CP2 Interest Reserve Facility"). Borrowings under the CP2 Bridge Facilities bear interest at a set margin rate over the debt term, plus, at the Company's election, either a SOFR or base rate. The set margin rate for SOFR-based loans is 3.500% and the set margin rate for base rate loans is 2.500%. The Company also incurred commitment fees of 35% of the set margin rate on the undrawn available commitments of the CP2 Bridge Facilities. In connection with the issuance of the CP2 Bridge Facilities, CP2 incurred debt issuance costs of $95 million primarily related to lender fees which will be amortized over the term of the credit facility.

In July 2025, the Company prepaid in full the $1.1 billion outstanding balance under the CP2 Bridge Facilities using proceeds from the CP2 Holdings EBL Facilities entered into in connection with FID for the first phase of the CP2

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Project, discussed below. Of the total prepayment, $308 million was accounted for as a debt extinguishment and $777 million was accounted for as a debt modification. This resulted in the write-off of $25 million of previously capitalized deferred issuance costs and $16 million in fees paid to the extinguished lenders recognized as loss on financing transactions in the condensed consolidated statements of operations during the nine months ended September 30, 2025.

FID for the first phase of the CP2 Project

In July 2025, the first phase of the CP2 Project achieved FID and the Company obtained $15.1 billion in project financing. The Company, through its subsidiary CP2 Holdings, entered into the $3.0 billion CP2 Holdings EBL Facilities. Furthermore, CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into the $12.1 billion aggregate senior secured CP2 Credit Facilities. Additional details regarding these transactions follows.

CP2 Holdings EBL Facilities

In July 2025, CP2 Holdings, as borrower, entered into $3.0 billion aggregate secured credit facilities, consisting of a $2.8 billion secured equity bridge credit facility (the “CP2 Equity Bridge Facility”) and a $191 million three-year secured interest reserve credit facility (the “CP2 Interest Reserve Facility”, and together with the CP2 Equity Bridge Facility, the "CP2 Holdings EBL Facilities"). In connection with the issuance of the CP2 Holdings EBL Facilities, CP2 Holdings incurred debt issuance costs of $95 million primarily related to new and modified lender fees which are amortized over the term of the credit facility. A portion of the proceeds from the project financing was used to prepay the outstanding CP2 Bridge Facilities in full and pay costs incurred in connection with the project financing. The remaining proceeds from the project financing will be used to fund the costs of financing, developing, constructing, and placing in service the first phase of the CP2 Project.

The CP2 Holdings EBL Facilities are subject to mandatory prepayment provisions, including provisions which would require prepayment with the proceeds of additional indebtedness or prepayment upon receipt of certain net proceeds from the sale of commissioning cargos generated by the Plaquemines Project. The CP2 Holdings EBL Facilities can be voluntarily prepaid at any time without premium or penalty.

CP2 Credit Facilities

In July 2025, CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into $12.1 billion aggregate senior secured credit facilities, consisting of the $11.3 billion CP2 Construction Term Loan and the $850 million CP2 Working Capital Facility. In connection with the issuance of the CP2 Credit Facilities, CP2 incurred debt issuance costs of $460 million primarily related to lender fees which are amortized over the term of the credit facility. Proceeds from the CP2 Credit Facilities will be used to fund the costs of financing, developing, constructing, and placing in service the first phase of the CP2 Project.

The CP2 Credit Facilities can be voluntarily prepaid at any time without premium or penalty.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Variable rate debt — pipeline infrastructure projects

Below is a summary of committed credit facilities outstanding for the Company's pipeline infrastructure projects as of September 30, 2025:

Blackfin Credit Facilities(a)

Blackfin TLA Facility

Blackfin TLB Facility

Blackfin Working Capital Facility

Original facility size

425

1,050

Less:

Outstanding balances

1,050

—

Available commitments

371

—

Priority ranking

Senior secured

Interest rate on outstanding balances

SOFR + 2.250%

SOFR + 3.000%

SOFR + 2.250%

base rate + 1.250%

base rate + 2.000%

base rate + 1.250%

Commitment fees on undrawn balance

0.438% to 0.875%

N/A

0.438% to 0.875%

Maturity date

September 29, 2030

September 29, 2032

September 29, 2030

____________

(a)Blackfin, as borrower, has pledged all its assets as collateral to secure its obligations under the Blackfin Credit Facilities.

Blackfin Credit Facilities

In September 2025, Blackfin, as borrower, entered into $1.6 billion aggregate senior secured facilities, consisting of a $1.1 billion secured term loan facility (the "Blackfin TLB Facility") and a $425 million secured construction term loan facility (the "Blackfin TLA Facility") and a $75 million secured revolving loan and letter of credit facility (the "Blackfin Working Capital Facility", and together with the Blackfin TLA Facility and the Blackfin TLB Facility, the "Blackfin Credit Facilities"). In connection with the issuance of the Blackfin Credit Facilities, Blackfin incurred debt issuance costs of $41 million primarily related to lender fees which will be amortized over the term of the credit facility. Proceeds from the Blackfin Credit Facilities were used to reimburse $859 million to VGLNG for prior expenditures related to the development and construction of the Blackfin pipeline, and pay certain costs incurred in connection with the project financing. The remaining proceeds will be used to fund a portion of the costs to develop, construct and manage the Blackfin pipeline.

The Blackfin Credit Facilities can be voluntarily prepaid at any time without penalty.

Interest expense on debt

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

Stated interest	$	582	$	503	$	1,650	$	1,375
Amortization of debt discounts, premiums and issuance costs	48		34		118		106
Other interest and fees	32		15		61		55
Total interest cost	662		552		1,829		1,536
Capitalized interest	(241)		(424)		(822)		(1,069)
Total interest expense, net	$	421	$	128	$	1,007	$	467

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Derivatives

Interest rate swaps

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 was designated as cash flow hedges as of September 30, 2025 or December 31, 2024.

During the nine months ended September 30, 2025, the Company settled a pro rata portion of the interest rate swaps associated with the Plaquemines Credit Facilities and received $869 million of cash proceeds. See Note 10 – Debt for further discussion.

The following table summarizes outstanding interest rate swaps:


							Outstanding notional
Debt instrument	Latest maturity		Receive variable rate	Pay fixed rate(d)	Maximum notional		September 30, 2025		December 31, 2024

Plaquemines Credit Facilities	2046	(a)	Compounding SOFR	2.46%	$	4,633	$	4,633	$	8,089
Calcasieu Pass Credit Facilities	2036	(b)	Compounding SOFR	2.56%	831		831		969
CP2 Credit Facilities	2049	(c)	Compounding SOFR	4.04%	9,527		84		—
Total notional					$	14,991	$	5,548	$	9,058

____________

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

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

(c)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at fair value in July 2032.

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

Natural gas supply contracts

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 was designated as NPNS as of September 30, 2025.

None of the Company's natural gas supply contracts was designated as hedges as of September 30, 2025 or December 31, 2024.

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

September 30, 2025

December 31, 2024

Natural gas supply contracts

Total notional

Latest maturity

Total notional

Latest maturity

Natural gas

3,365

2039

2,048

2031

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


	Balance sheet location	September 30, 2025		December 31, 2024

Assets
Interest rate swaps	Derivative assets	$	70	$	150
Natural gas supply contracts	Derivative assets	20		4
Interest rate swaps	Noncurrent derivative assets	359		1,459
Natural gas supply contracts	Noncurrent derivative assets	25		23
Total assets		$	474	$	1,636

Liabilities
Interest rate swaps	Accrued and other liabilities	$	17	$	1
Natural gas supply contracts	Accrued and other liabilities	38		12
Interest rate swaps	Other noncurrent liabilities	242		2
Natural gas supply contracts	Other noncurrent liabilities	95		12
Total liabilities		$	392	$	27

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


		Three months ended September 30,				Nine months ended September 30,
	Line item	2025		2024		2025		2024

Natural gas supply contracts	Cost of sales	$	(24)	$	—	$	91	$	—
Interest rate swaps	Gain (loss) on interest rate swaps	(144)		(480)		(448)		70

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


	September 30, 2025						December 31, 2024
	Gross balance		Balance subject to netting		Net balance		Gross balance		Balance subject to netting		Net balance

Derivative assets	$	477	$	(3)	$	474	$	1,648	$	(12)	$	1,636
Derivative liabilities	(395)		3		(392)		(39)		12		(27)

Credit-risk related contingent features

Interest rate swaps

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 September 30, 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 $259 million as of September 30, 2025.

Natural gas supply contracts

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 September 30, 2025, the Company would not be required to post any collateral related to these contracts if the credit-risk related

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

contingent features were triggered, as the delivery of the underlying commodity had not yet commenced. The aggregate fair value of the Company's natural gas supply contracts with credit-risk related contingent features in a net liability position was $62 million as of September 30, 2025.

Note 12 – Fair Value Measurements

The following table presents financial assets and liabilities measured at fair value on a recurring basis and indicates their levels within the fair value hierarchy:


	September 30, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets
Money market funds(a)	$	347	$	—	$	—	$	347	$	1,373	$	—	$	—	$	1,373
Interest rate swaps(b)	—		429		—		429		—		1,609		—		1,609
Natural gas supply contracts(b)	—		1		47		48		—		—		39		39
Total	$	347	$	430	$	47	$	824	$	1,373	$	1,609	$	39	$	3,021

Liabilities
Interest rate swaps(c)	$	—	$	259	$	—	$	259	$	—	$	3	$	—	$	3
Natural gas supply contracts(c)	—		15		121		136		—		3		33		36
Total	$	—	$	274	$	121	$	395	$	—	$	6	$	33	$	39

____________

(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.

Interest rate swaps

The fair values of the Company's interest rate swaps associated with the Plaquemines Credit Facilities, the Calcasieu Pass Credit Facilities, and the CP2 Credit Facilities 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 11 – Derivatives.

Level 3 unobservable inputs

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 natural gas supply contracts, which can result in a significantly higher or lower estimated fair value. See Note 11 – Derivatives for further discussion.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table includes quantitative information for the unobservable inputs for Level 3 natural gas supply contracts as of September 30, 2025 (natural gas price amounts in dollars):

Valuation approach

Significant unobservable input

Range of significant unobservable input

Arithmetic average of significant unobservable input

Discounted cash flow

Forward natural gas price per MMBtu(a)

$1.62 to $5.34

3.47

Option pricing model

Volatility

23.1% to 88.6%

30.5

____________

(a) At illiquid delivery locations.

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 for the three and nine months ended September 30, 2025. There were no derivative instruments measured at fair value using Level 3 inputs for the three and nine months ended September 30, 2024.


	Natural gas supply contracts

Beginning balance as of July 1, 2025	$	(102)
Total realized and unrealized loss included in earnings	—
Settlements	27
Transfer out of Level 3	1
Ending balance as of September 30, 2025	$	(74)

Unrealized gain included in earnings	$	27


	Natural gas supply contracts

Beginning balance as of January 1, 2025	$	6
Total realized and unrealized loss included in earnings	(141)
Settlements	60
Transfer out of Level 3	1
Ending balance as of September 30, 2025	$	(74)

Unrealized loss included in earnings	$	(81)

Other financial instruments

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


	Level	September 30, 2025		December 31, 2024

Fixed rate debt	1	$	23,314	$	16,085
Variable and other fixed rate debt(a)	2	10,993		13,801

____________

(a) Carrying value approximates estimated fair value.

Note 13 – Income Taxes

The Company's provision for income taxes is based on an estimated annual effective tax rate, plus discrete items. The Company's effective tax rate was 13.7% and 18.7% for the three and nine months ended September 30, 2025, respectively, and was different from the statutory income tax rate due to a combination of factors including stock option windfall tax benefits, non-deductible expenses, and valuation allowance adjustments caused by a change in the realizability of certain deferred tax assets.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company's effective tax rate was 21.0% and 20.0% for the three and nine months ended September 30, 2024, respectively, and was different from the statutory income tax rate due to a combination of factors including guaranteed payments to non-controlling interests and non-deductible expenses.

As of September 30, 2025, VGLNG and Calcasieu Holdings, subsidiaries of the Company, were under exam by the Internal Revenue Service for the 2022 tax year.

In July 2025, the One Big Beautiful Bill Act ("the Act") was signed into law in the U.S. The Act contains several provisions related to corporate income taxes, including the extension of many expiring provisions from the Tax Cuts and Jobs Act of 2017 and modifications to the international tax framework. The changes introduced by the Act did not have a material impact on the Company’s annual effective tax rate for 2025.

Note 14 – Commitments and Contingencies

Litigation

The Company is involved in certain claims, suits, and legal proceedings in the normal course of business. The Company accrues for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. There can be no assurance that these accrued liabilities will be adequate to cover all existing and future claims or that the Company will have the liquidity to pay such claims as they arise.

Where no accrued liability has been recognized, it is reasonably possible that some matters could be decided unfavorably to the Company. This could require the Company to pay damages or make expenditures in amounts that could be material but could not be estimated as of September 30, 2025.

Disputes with certain customers under the Calcasieu Project's post-COD SPAs are accounted for under ASC 606, Revenue from Contracts with Customers. See Note 3 – Revenue from Contracts with Customers for discussion of certain disputes with customers.

Credit arrangements

The Company has entered into certain credit arrangements to secure the transportation of natural gas. As of September 30, 2025, the maximum undiscounted potential exposure associated with these arrangements was $110 million. This amount is not currently recognized as a liability on our condensed consolidated balance sheet. To date, no amounts have been drawn against these arrangements.

Note 15 – Equity

IPO and related transactions

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

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Preferred and common stock

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 the 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:


	September 30, 2025	December 31, 2024

Preferred stock	200	1
Class A common stock	4,400	4,520
Class B common stock	3,000	1

Dividends

On September 9, 2025, the Company's board of directors declared a dividend of $0.02 per share to holders of its outstanding common stock, which was paid on September 30, 2025 in the amount of $42 million.

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 were 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.

Note 16 – Redeemable Stock of Subsidiary

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


	Three months ended September 30,
	2025		2024

Beginning balance as of July 1	$	1,606	$	1,455
Paid-in-kind distributions(a)	44		37
Ending balance as of September 30, 2025	$	1,650	$	1,492


	Nine months ended September 30,
	2025		2024

Beginning balance as of January 1	$	1,529	$	1,385
Paid-in-kind distributions(a)	121		107
Ending balance as of September 30, 2025	$	1,650	$	1,492

____________

(a)Presented as net income attributable to redeemable stock of subsidiary on the condensed consolidated statements of operations.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 15, 2025, the Calcasieu Project declared COD. Following COD of the Calcasieu Project through August 19, 2027, no distributions of available cash are permitted from Calcasieu Funding to Venture Global or its affiliates until all accrued distributions on the CP Funding Redeemable Preferred Units have been fully settled in cash. Further, on and after August 19, 2027, no distributions of available cash will be permitted from Calcasieu Funding to Venture Global or its affiliates until the CP Funding Redeemable Preferred Units have been fully redeemed in cash. In this context, available cash means funds in excess of cash deemed necessary by management to fund the Calcasieu Project's operating costs, including debt service requirements, during the relevant period. As of September 30, 2025, the CP Funding Redeemable Preferred Units had a redemption value of $1.7 billion of which $750 million was related to accrued distributions.

Note 17 – Non-Controlling Interests

VGLNG Series A Preferred Shares

In September 2024, VGLNG, a direct controlled subsidiary of the Company, issued 3 million VGLNG Series A Preferred Shares which represent third-party ownership in the net assets of VGLNG and have a cumulative net balance of $2.9 billion. The annual dividend rate on the VGLNG Series A Preferred Shares is currently 9.000%. Cumulative cash dividends on the VGLNG Series A Preferred Shares are payable semiannually, in arrears, when, and if, declared by the VGLNG board of directors.

During the three and nine months ended September 30, 2025, the Company accumulated $67 million, or $22.50 per share, and $202 million, or $67.50 per share, respectively, of dividends on the VGLNG Series A Preferred Shares. During the three and nine months ended September 30, 2025, the Company declared and paid $135 million, or $45.00 per share, and $270 million, or $90.00 per share, respectively. The balance of accumulated but undeclared dividends was $1 million, or $0.25 per share and $68 million, or $22.75 per share, as of September 30, 2025 and December 31, 2024, respectively.

Calcasieu Holdings

In August 2019, Calcasieu Holdings, an indirect controlled subsidiary of the Company, issued the CP Holdings Convertible Preferred Units, which represent third-party ownership in the net assets of Calcasieu Holdings. Upon COD of the Calcasieu Project in April 2025, the CP Holdings Convertible Preferred Units converted into Class B common units of Calcasieu Holdings, equal to approximately 23% of the total outstanding common units of Calcasieu Holdings (the "Calcasieu Holdings Common Units"), reducing the Company's common equity interest in the Calcasieu Project to approximately 77%. Prior to COD, the CP Holdings Convertible Preferred Units paid a cumulative quarterly distribution recognized as net income attributable to non-controlling interests. Subsequent to COD, the Class B common units of Calcasieu Holdings are adjusted by the amount of earnings or other comprehensive income (loss) attributable to the Class B common unit ownership.

The following table summarizes the changes in the third-party ownership in the net assets of Calcasieu Holdings:


	Three months ended September 30,
	2025		2024

Beginning balance as of July 1	$	572	$	575
Net income attributable to non-controlling interests	10		15
Other comprehensive income	1		—
Distributions	—		(15)
Ending balance as of September 30, 2025	$	583	$	575

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Nine months ended September 30,
	2025		2024

Beginning balance as of January 1	$	575	$	575
Net income attributable to non-controlling interests	26		44
Distributions	(18)		(44)
Ending balance as of September 30, 2025	$	583	$	575

Note 18 – Earnings (Loss) per Share

Earnings (Loss) per share is calculated using the two-class method and presented on a combined basis since the Class A common stock and the Class B common stock have identical rights and privileges, except for voting rights. The following table sets forth the computation of net income (loss) per share attributable to the Class A and the Class B common stock outstanding (amounts in millions, except per share amounts):


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

Net income (loss)	$	550	$	(294)	$	1,542	$	756
Less: Net income attributable to redeemable stock of subsidiary	44		37		121		107
Less: Net income attributable to non-controlling interests	10		15		26		44
Less: Dividends on VGLNG Series A preferred shares	67		1		202		1
Net income (loss) attributable to common stockholders	$	429	$	(347)	$	1,193	$	604

Weighted average shares of common stock outstanding
Basic	2,433		2,350		2,418		2,350
Dilutive stock options outstanding	208		—		221		227
Diluted	2,641		2,350		2,639		2,577
Net income (loss) attributable to common stockholders per share—basic(a)	$	0.18	$	(0.15)	$	0.49	$	0.26
Net income (loss) attributable to common stockholders per share—diluted(a)	$	0.16	$	(0.15)	$	0.45	$	0.23

____________

(a) Earnings (Loss) per share may not recalculate exactly due to rounding.

As of September 30, 2025, 14 million outstanding stock options to purchase the Company's Class A common stock were excluded from the calculation of diluted net income attributable to common stockholders for the three and nine months ended September 30, 2025, because their effect would have been anti-dilutive.

As of September 30, 2024, 223 million and 1 million outstanding stock options to purchase the Company's Class A common stock were excluded from the calculation of diluted net income (loss) attributable to common stockholders for the three and nine months ended September 30, 2024, respectively, because their effect would have been anti-dilutive.

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 19 – Supplemental Cash Flow Information

The following table sets forth supplemental disclosure of cash flow information:


	Nine months ended September 30,
	2025		2024

Accrued purchases of property, plant and equipment	$	1,661	$	1,863
Cash paid for interest, net of amounts capitalized	728		292
Conversion of equity method investment to property, plant and equipment	327		319
Accrued dividends and distributions	—		135
Paid-in-kind distribution on redeemable stock of subsidiary	121		107
Right-of-use assets in exchange for new finance lease liabilities	6		178
Right-of-use assets in exchange for new operating lease liabilities	224		180
Asset retirement obligation additions	17		56
Cash paid for operating leases	98		58
Conversion of mitigation credits to property, plant and equipment	30		—
Accrued financing and issuance costs	4		40
Cash paid for income taxes	1		9

Note 20 – Segment Information

The Company has multiple operating segments, including the Company's five LNG projects, its DS&S business, and its pipeline activities. Each LNG project operating segment includes activity of both the respective liquefaction facility and export terminal and the associated pipeline(s) that will supply the natural gas to that facility.

The Company has four reportable segments. Operating segments that are not quantitatively material for reporting purposes have been combined with corporate activities as corporate, other and eliminations. Activities reported in corporate, other and eliminations include immaterial operating segments, costs which are overhead in nature and not directly associated with the operating segments, including certain general and administrative and marketing expenses, and inter-segment eliminations. Prior period presentations have been recast to conform to the current segment reporting structure to separately disclose our DS&S business that is now quantitatively material.

The following tables present financial information by segment, including significant segment expenses regularly provided to the CODM, and a reconciliation of segment income (loss) from operations to income (loss) before income tax expense on the condensed consolidated statements of operations for the periods indicated.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Three months ended September 30, 2025
	Calcasieu Project		Plaquemines Project		CP2 Project		DS&S		Corporate, other and eliminations		Total

Revenue	$	711	$	2,525	$	—	$	688	$	(595)	$	3,329

Operating expense
Cost of sales	463		973		—		556		(604)		1,388
Operating and maintenance expense	82		99		10		61		(7)		245
General and administrative expense	3		16		13		2		71		105
Development expense	—		13		22		—		18		53
Depreciation and amortization	46		142		—		13		17		218
Total operating expense	594		1,243		45		632		(505)		2,009

Income (loss) from operations	$	117	$	1,282	$	(45)	$	56	$	(90)	$	1,320
Interest income											27
Interest expense, net											(421)
Loss on interest rate swaps											(144)
Loss on financing transactions											(141)
Loss on foreign currency transactions											(4)
Income before income tax expense											$	637


	Three months ended September 30, 2024
	Calcasieu Project		Plaquemines Project		CP2 Project		DS&S		Corporate, other and eliminations		Total

Revenue	$	1,024	$	—	$	—	$	29	$	(127)	$	926

Operating expense
Cost of sales	297		—		—		28		(53)		272
Operating and maintenance expense	105		26		—		26		(14)		143
General and administrative expense	4		16		4		5		48		77
Development expense	1		14		101		—		40		156
Depreciation and amortization	77		1		1		5		5		89
Total operating expense	484		57		106		64		26		737

Income (loss) from operations	$	540	$	(57)	$	(106)	$	(35)	$	(153)	$	189
Interest income											53
Interest expense, net											(128)
Loss on interest rate swaps											(480)
Loss on financing transactions											(6)
Loss before income tax expense											$	(372)

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Nine months ended September 30, 2025
	Calcasieu Project		Plaquemines Project		CP2 Project		DS&S		Corporate, other and eliminations		Total

Revenue	$	3,284	$	5,806	$	1	$	1,657	$	(1,424)	$	9,324

Operating expense
Cost of sales	1,595		2,395		—		1,317		(1,441)		3,866
Operating and maintenance expense	300		264		10		157		(17)		714
General and administrative expense	11		47		34		4		217		313
Development expense	—		32		193		—		67		292
Depreciation and amortization	176		450		—		27		48		701
Total operating expense	2,082		3,188		237		1,505		(1,126)		5,886

Income (loss) from operations	$	1,202	$	2,618	$	(236)	$	152	$	(298)	$	3,438
Interest income											121
Interest expense, net											(1,007)
Loss on interest rate swaps											(448)
Loss on financing transactions											(204)
Loss on foreign currency transactions											(4)
Income before income tax expense											$	1,896


	Nine months ended September 30, 2024
	Calcasieu Project		Plaquemines Project		CP2 Project		DS&S		Corporate, other and eliminations		Total

Revenue	$	3,546	$	—	$	—	$	29	$	(127)	$	3,448

Operating expense
Cost of sales	964		—		—		28		(55)		937
Operating and maintenance expense	296		73		—		28		(19)		378
General and administrative expense	11		47		12		13		141		224
Development expense	5		41		383		1		81		511
Depreciation and amortization	204		2		1		5		17		229
Total operating expense	1,480		163		396		75		165		2,279

Income (loss) from operations	$	2,066	$	(163)	$	(396)	$	(46)	$	(292)	$	1,169
Interest income											187
Interest expense, net											(467)
Gain on interest rate swaps											70
Loss on financing transactions											(14)
Income before income tax expense											$	945

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Capital expenditures				Total assets
	Nine months ended September 30,				September 30,		December 31,
	2025		2024		2025		2024

Calcasieu Project	$	72	$	184	$	6,830	$	7,181
Plaquemines Project	4,783		7,077		26,285		24,627
CP2 Project	2,835		1,386		8,684		3,643
DS&S	545		97		2,115		1,473
Corporate, other and eliminations	1,569		1,512		6,165		6,567
Total	$	9,804	$	10,256	$	50,079	$	43,491

Note 21 – Recent Accounting Pronouncements

The following table provides a description of recently issued accounting pronouncements that have not yet been adopted as of September 30, 2025. Accounting pronouncements not listed below were assessed and determined to not have a material impact to the condensed consolidated financial statements.

Standard

Description

Effect on the Company's condensed consolidated financial statements

ASU 2023-09, Income Taxes (Topic 740)

In December 2023, the FASB issued ASU 2023-09, which enhances tax-related disclosures by requiring public business entities to disclose a tabular reconciliation, using both percentages and amounts, broken into specific categories with certain reconciling items at or above 5% of the statutory (i.e., expected) tax, further broken out by nature and/or jurisdiction; for all other entities, qualitative disclosure of the nature and effect of significant reconciling items by specific categories and individual jurisdictions; and income taxes paid (net of refunds received), broken out between federal (national), state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid.

The standard is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. Early adoption is permitted. The standard should be applied on a prospective basis, and retrospective application is permitted.

The Company is currently evaluating the impact on the financial statement disclosures.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)

In November 2024, the FASB issued ASU 2024-03, which enhances income statement disclosures. This requires public business entities to provide a tabular disclosure of relevant expense captions disaggregated into categories such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and amounts that are already required to be disclosed under current GAAP, a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated and the total amount of selling expenses and, in annual periods, an entity's definition of selling expenses.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The standard should be applied on a prospective basis, and retrospective application is permitted.

The Company is currently evaluating the impact on the financial statement disclosures.

Note 22 – Subsequent Events

In October 2025, the Company was notified that a partial final award had been issued in the arbitration proceedings with BP. See Note 3 – Revenue from Contracts with Customers for further discussion.

On November 7, 2025, VGLNG entered into a revolving credit agreement (the “Credit Agreement”). The Credit Agreement provides for a senior secured revolving credit facility (the “VGLNG Facility”) under which VGLNG may borrow up to $2.0 billion with the option to increase the commitments or establish one or more incremental term facilities under the Credit Agreement in an amount that, together with all loans and unfunded commitments outstanding under the Credit Agreement, shall not exceed 7.500% of the consolidated total assets of VGLNG. The Credit Agreement and all borrowings thereunder will mature on November 7, 2030. The potential proceeds from

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VENTURE GLOBAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

future borrowings under the VGLNG Facility are available to be used for general corporate purposes of VGLNG and its subsidiaries. No borrowings were made under the VGLNG Facility on the signing date.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The condensed consolidated financial statements and the accompanying notes thereto, included in Item 1.—Financial Statements of this Form 10-Q, and discussion and analysis of our financial condition and results of operations should be read in conjunction with our 2024 Form 10-K. In addition to historical condensed consolidated financial information, this Form 10-Q contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and in the Cautionary Statement on Forward Looking Statements in this Form 10-Q and elsewhere in Item 1A.—Risk Factors of our 2024 Form 10-K. Except for per share, per MMBtu, volumetric amounts, or as otherwise specified, dollar amounts presented within tables are stated in millions.

Executive Summary

Our Financial Results.


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

Income from operations	$	1,320	$	189	$	3,438	$	1,169

LNG volumes exported
Cargos	100		31		252		107
TBtu	371.8		110.4		936.3		384.0

LNG volumes sold (TBtu)	373.0		100.0		930.5		373.0
Weighted average price of LNG volumes sold (per MMBtu)
Fixed liquefaction fee	$	5.38	$	6.67	$	6.23	$	6.76
Commodity fee	3.54		2.54		3.86		2.44
Weighted average price of LNG volumes sold	$	8.92	$	9.21	$	10.09	$	9.20

Our income from operations for the three months ended September 30, 2025 increased compared to the corresponding period in the prior year primarily due to higher sales volumes at our Plaquemines Project from the commencement of LNG production in December 2024 and continued ramp up of LNG production during 2025, partially offset by lower weighted average LNG sales prices at the Calcasieu Project due to the commencement of LNG sales under its post-COD SPAs and the higher cost of feed gas.

Our income from operations for the nine months ended September 30, 2025 increased compared to the corresponding period in the prior year primarily due to higher sales volumes at our Plaquemines Project from the commencement of LNG production in December 2024 and continued ramp up of LNG production during 2025 and higher weighted average LNG sales prices at the Calcasieu Project prior to COD in April 2025 offset by lower LNG sales prices after COD in April 2025, partially offset by the higher cost of feed gas.

Our LNG Projects

Calcasieu Project. Our initial LNG export facility declared COD and commenced the sale of LNG to its customers under our post-COD SPAs on April 15, 2025. Prior to COD, the Calcasieu Project sold LNG under LNG Commissioning Sales Agreements. In August 2025, the DOE approved our request to increase the authorized level of LNG exports from the Calcasieu Project to Non-FTA Nations from 12.0 mtpa to 12.4 mtpa.


	Calcasieu Project
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

LNG volumes exported
Cargos	36		31		108		107
TBtu	133.0		110.4		399.2		384.0

LNG volumes sold (TBtu)	133.0		111.1		398.4		384.1
Weighted average price of LNG volumes sold (per MMBtu)
Fixed liquefaction fee	$	1.76	$	6.67	$	4.29	$	6.76
Commodity fee	3.53		2.51		3.90		2.43
Weighted average price of LNG volumes sold	$	5.29	$	9.18	$	8.19	$	9.19

Plaquemines Project. Production and sales of LNG from our second LNG export facility increased during the period while physical construction and the commissioning program of the project continued to advance. During the nine months ended September 30, 2025, we incurred $3.3 billion of project costs, the majority of which were capitalized, and we placed an additional $11.7 billion of assets in service in accordance with the applicable accounting guidance.


	Plaquemines Project
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024

LNG volumes exported
Cargos	64		—		144		—
TBtu	238.8		—		537.1		—

LNG volumes sold (TBtu)	245.6		—		543.8		—
Weighted average price of LNG volumes sold (per MMBtu)
Fixed liquefaction fee	$	6.79	$	—	$	6.99	$	—
Commodity fee	3.52		—		3.82		—
Weighted average price of LNG volumes sold	$	10.31	$	—	$	10.81	$	—

CP2 Project. In June 2025, we commenced site work on the first phase of our third LNG export facility, following receipt of final approval and notices to proceed with on-site construction from the FERC. In October 2025, CP2 received the final authorization from the DOE to export LNG to Non-FTA Nations. During the nine months ended September 30, 2025, we incurred $4.0 billion of project costs primarily associated with equipment procurement, off-site manufacturing work, and engineering and design, of which $3.8 billion was capitalized and $193 million was expensed.

In April 2025 and July 2025, CP2 entered into two SPAs for an additional 3.0 mtpa of LNG and increased the volumes sold under two existing SPAs by a combined 1.25 mtpa of LNG, increasing the total mtpa contracted for sale from the CP2 Project under long term post-COD SPAs from 9.25 mtpa as of December 31, 2024 to 13.5 mtpa of LNG as of September 30, 2025.

Our Strategic Developments. We took delivery of the Venture Acadia, Venture Creole, and Venture Pelican LNG tankers during the nine months ended September 30, 2025. This brought our total owned fleet of LNG tankers to five with an additional four LNG tankers that we have contracted to construct. In 2025, we used our LNG tankers to transport 38 cargos from our LNG facilities.

In April 2025, the FERC approved our request to enter into the FERC's pre-filing environmental review process for the planned additional facilities at the Plaquemines Project for 18.6 mtpa of incremental bolt-on expansion peak production capacity (the "Plaquemines Expansion Project"). In May 2025, we submitted a request to the FERC to increase the capacity for the Plaquemines Expansion Project from 18.6 mtpa to 24.8 mtpa. In June 2025, we withdrew our Delta Project from the FERC pre-filing environmental review process to focus on the Plaquemines Expansion Project.

In November 2025, we entered into a 20-year SPA with Naturgy of Spain for the sale of 1.0 mtpa of LNG from the second phase of the CP2 Project. Additionally, we entered into a 20-year SPA with Atlantic-SEE LNG Trade of Greece for the sale of a minimum of 0.5 mtpa of LNG commencing in 2030.

Our Sources of Capital. In January 2025, we completed our IPO, issuing 70 million shares of our Class A common stock at a public offering price of $25.00 per share for total net proceeds of $1.7 billion. In connection with the IPO, we effectuated a 4,520.3317-for-one forward stock split of our Class A common stock.

In April 2025 and July 2025, VGPL issued $2.5 billion and $4.0 billion, respectively, of aggregate senior secured notes, and concurrently settled a pro rata portion of its interest rate swaps for aggregate cash proceeds of $869 million. Net proceeds from these issuances and the swap breakage proceeds were used to prepay $7.2 billion of principal outstanding under the Plaquemines Construction Term Loan.

In May 2025, CP2 entered into the CP2 Bridge Facilities totaling $3.0 billion. The net proceeds from the CP2 Bridge Facilities were used to fund a portion of the development and construction costs, including interest, of the CP2 Project prior to closing the full project debt and equity financing for the first phase of the CP2 Project.

In July 2025, the first phase of the CP2 Project achieved FID. We obtained $15.1 billion in project financing to fund the development and construction of the first phase of the CP2 Project. A portion of the proceeds from the project financing were used to prepay the outstanding CP2 Bridge Facilities in full and pay costs incurred in connection with the project financing. The remaining proceeds from the project financing will be used to fund the costs of financing, developing, constructing, and placing in service the first phase of the CP2 Project.

In September 2025, Blackfin entered into the Blackfin Credit Facilities totaling $1.6 billion. Proceeds from the Blackfin Credit Facilities were used to reimburse $859 million to VGLNG for prior expenditures related to the development and construction of the Blackfin pipeline, and pay certain costs incurred in connection with the project financing. The remaining proceeds will be used to fund a portion of the costs to develop, construct and manage the Blackfin pipeline.

Results of Operations

Three months ended September 30, 2025 compared to three months ended September 30, 2024

The following table shows a summary of our results of operations for the periods indicated:


	Three months ended September 30,				Change
	2025		2024		($)		(%)

REVENUE	$	3,329	$	926	$	2,403	260%

OPERATING EXPENSE
Cost of sales (exclusive of depreciation and amortization shown separately below)	1,388		272		1,116		NM
Operating and maintenance expense	245		143		102		71	%
General and administrative expense	105		77		28		36	%
Development expense	53		156		(103)		(66)	%
Depreciation and amortization	218		89		129		145	%

Total operating expense	2,009		737		1,272		173	%

INCOME FROM OPERATIONS	1,320		189

Venture Global, Inc. 10-Q