Form 8-K

8-K — Venture Global, Inc.

Accession: 0002007855-26-000034

Filed: 2026-04-10

Period: 2026-04-10

CIK: 0002007855

SIC: 4924 (NATURAL GAS DISTRIBUTION)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — vg-20260410.htm (Primary)

EX-99.1 (cpftlbfinancingpressrelease.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2026

Venture Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-42486 93-3539083

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

1001 19th Street North, Suite 1500

22209

Arlington, VA

(Zip Code)

(Address of Principal Executive Offices)

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

Not Applicable

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Class A common stock, $0.01 par value per share VG New York Stock Exchange

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

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On April 10, 2026 (the “Closing Date”), Calcasieu Pass Funding, LLC (“Borrower”), an indirect subsidiary of Venture Global, Inc. (the “Company”), entered into a senior secured term loan B facility in an initial principal amount equal to $1,750,000,000 (the “Term Loan B Facility”). The Term Loan B Facility was drawn in full on the Closing Date. Proceeds of the Term Loan B Facility will be used (a) to redeem, in full, the preferred equity interests issued to Stonepeak Bayou Holdings II LP pursuant to the Limited Liability Company Agreement of Calcasieu Pass Funding, LLC, dated as of August 19, 2019, (b) to pay costs, fees and expenses associated with the foregoing and the Term Loan B Facility and (c) for working capital and general corporate purposes.

The Term Loan B Facility will mature on April 10, 2033. The outstanding principal of the Term Loan B Facility may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees), six months following the Closing Date. Borrowings under the Term Loan B Facility will bear interest at Term SOFR plus an agreed margin, or Base Rate (as defined in the credit agreement governing the Term Loan B Facility) plus an agreed margin.

The Term Loan B Facility will be secured by a first-priority lien on substantially all of the assets of the Borrower, as well as the equity interests in the Borrower.

The credit agreement governing the Term Loan B Facility contains customary representations and warranties and customary affirmative and negative covenants applicable to the Borrower including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions.

A copy of the credit agreement governing the Term Loan B Facility will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the three months ended June 30, 2026.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 8.01. Other Events.

On April 10, 2026, the Company issued a press release announcing, among other things, that the Borrower had closed the Term Loan B Facility. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Exhibit Title or Description

99.1

Press release dated April 10, 2026, relating to the Term Loan B Facility.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Venture Global, Inc.

Dated: April 10, 2026

By: /s/ Jonathan Thayer

Jonathan Thayer

Chief Financial Officer

EX-99.1

Filename: cpftlbfinancingpressrelease.htm · Sequence: 2

Document

Venture Global Announces Closing of $1.75 Billion Senior Secured Credit Facility

Arlington, Va. – Today, Venture Global, Inc. (NYSE: VG) announced that its subsidiary Calcasieu Pass Funding, LLC (the “Company”), which indirectly controls the Calcasieu Pass project, entered into a $1,750,000,000 senior secured, term loan B credit facility (the “Facility”). Venture Global used a portion of the proceeds from the Facility to redeem, in full, the preferred equity interests of the Company that were previously issued to Stonepeak Bayou Holdings II LP.

“We’re very pleased to successfully close this $1.75 billion secured credit facility, which represents a significant milestone for our company,” said Venture Global CEO Mike Sabel. “This transaction meaningfully reduces our overall cost of capital while further strengthening our balance sheet and liquidity position. Just as importantly, it demonstrates our continued ability to efficiently access the capital markets, even in a dynamic environment. We believe this enhanced financial flexibility positions us well to execute on our strategic priorities and drive long-term value for our stakeholders.”

Goldman Sachs served as Lead Left Arranger and Bookrunner while Barclays, Natixis and Wells Fargo each served as Lead Right Arrangers and Joint Bookrunners for the Facility. Latham & Watkins LLP served as counsel to Venture Global and Skadden, Arps, Slate, Meagher & Flom LLP served as counsel to the arrangers.

About Venture Global

Venture Global is an American producer and exporter of low-cost U.S. liquefied natural gas (LNG) with over 100 MTPA of capacity in production, construction, or development. Venture Global began producing LNG from its first facility in 2022 and is now one of the largest LNG exporters in the United States. The company’s vertically integrated business includes assets across the LNG supply chain including LNG production, natural gas transport, shipping and regasification. The company’s first three projects, Calcasieu Pass, Plaquemines LNG, and CP2 LNG, are located in Louisiana along the U.S. Gulf Coast. Venture Global is developing Carbon Capture and Sequestration projects at each of its LNG facilities.

Forward-looking Statements

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

These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include statements about our future performance, our contracts, 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 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 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 dependence on our EPC and other contractors for the successful completion of our projects, 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; 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, 2025 as filed with the Securities and Exchange Commission (“SEC”) and any subsequent reports filed with the SEC.

Any forward-looking statements contained herein speak only as of the date of this press release and are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as may be required by law.

Investor contact:

Ben Nolan

IR@ventureglobalLNG.com

Media contact:

Shaylyn Hynes

press@ventureglobalLNG.com

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