Venture Global (VG) FY2025 10-K Risk Factors: 12 New, 15 Dropped

What the changes say

Venture Global faces heightened financing risks as it funds massive LNG expansion projects like Plaquemines and CP2.
Feed gas availability and strict pipeline regulations from PHMSA threaten facility utilization and profit margins.
Geopolitical conflicts and commodity price volatility create ongoing headwinds for global LNG demand.

What changed since the prior 10-K

New

NewRisks Relating to Our Business
Further, there can be no assurance that we will be able to produce excess LNG above the nameplate capacity of the facilities at our projects, either at our target level of excess LNG production or at all, nor, even if such excess LNG is produced, that we will be able to resell all of it to third party customers
The company may fail to produce or resell excess LNG above the nameplate capacity of its facilities.
NewRisks Relating to Our Business
Natural gas producers may curtail or shut in production due to market, pricing or other conditions, which could reduce the availability of feed gas for our LNG facilities
Third-party natural gas suppliers may curtail production due to price drops, reducing available feed gas and increasing costs.
NewRisks Relating to Our Business
Certain metrics that we track and may present are illustrative and are subject to a number of assumptions, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation
Illustrative metrics tracked by the company rely on unverified assumptions regarding inflation, gas prices, and regulatory approvals.
NewRisks Relating to Our Indebtedness and Financing
ability to obtain additional financing. This may in turn limit our ability to implement our business strategy, heighten our vulnerability to downturns in our business, the industry or in the general economy, and limit our flexibility in planning for, or reacting to, changes in our business and the industry
The company may lack sufficient cash flow to service its existing and future indebtedness and preferred equity.
NewRisks Relating to Our Indebtedness and Financing
In addition, our project financing credit agreements require our projects to maintain certain historical debt service coverage ratios, respective to each project and upon achieving certain milestones
Calcasieu Holdings requires consent from a manager appointed by Class B common unitholders to incur debt exceeding $75.0 million.
NewRisks Relating to Our Indebtedness and Financing
In addition, the terms of the VGLNG Revolving Credit Facility require us to maintain a maximum total leverage ratio of no more than 6.00:1.00
The VGLNG Revolving Credit Facility requires maintaining a maximum total leverage ratio of no more than 6.00:1.00.
NewRisks Relating to Our Indebtedness and Financing
To the extent we or any of our subsidiaries incurs or issues additional debt and/or preferred equity, as applicable, the risks described in the preceding risk factors would increase
A delay in achieving commercial operation date for the Plaquemines or CP2 projects could trigger credit facility defaults.
NewRisks Relating to Regulation and Litigation
We are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. PHMSA has authority to impose administrative fines and penalties for violations of its safety standards, and such violations may also give rise to civil enforcement actions
PHMSA rules on methane emissions and pipeline integrity may increase operating and compliance costs for pipelines and LNG facilities.
NewRisks Relating to Our Projects and Other Assets
result, our cost estimates are only an approximation of the actual costs of construction and financing for such projects
Actual construction and financing costs for projects may exceed current estimates, requiring additional equity contributions.
NewRisks Relating to Our Projects and Other Assets
which could also require us to obtain additional sources of capital to fund development, construction and commissioning of our projects
Capital providers or regulators may cease funding LNG projects, limiting the company's ability to secure acceptable financing.
NewRisks Relating to Ownership of Our Class A Common Stock
time. If our assumptions change, or if actual circumstances differ from our assumptions, our results of operations may be adversely affected, which could cause the price of our Class A common stock to decline
Compliance with public company reporting and Sarbanes-Oxley requirements imposes significant expenses and strains internal staff.
NewRisks Relating to Ownership of Our Class A Common Stock
pressure on oil and other benchmark energy prices and alter regional supply dynamics, which in turn could affect global natural gas and LNG demand and prices
Geopolitical conflicts in Ukraine and the Middle East could disrupt international energy trade and increase commodity price volatility.

Dropped

DroppedRisks Relating to Our Business
remediating and which began producing LNG in a high-price environment, may not be indicative of the duration of the commissioning period or the amount of proceeds for any future period or for any of our other projects, including bolt-on expansions thereof
DroppedRisks Relating to Our Business
Additionally, we may at times contract commissioning cargos on a forward basis and, as a result, these sales of commissioning cargos may be uncorrelated with movements in spot LNG prices
DroppedRisks Relating to Our Business
Total contracted revenue is based on certain assumptions and is presented for illustrative purposes only and actual sales under our SPAs may differ materially from such illustrative operating results
Risks related to commissioning duration and proceeds variability from early operations.
DroppedRisks Relating to Our Business
applicants for these benefits have been subjected to greater scrutiny by the state, and have been subjected to a greater burden in demonstrating that they meet the criteria (such as job creation requirements) for the award of such benefits. Furthermore, the grant of certain of these benefits may be challenged in court
DroppedRisks Relating to Our Projects and Other Assets
and export facilities, could exceed our available funds and result in our failure to complete such projects or assets and thereby negatively impact our business and limit our growth prospects
Forward contract volatility of commissioning cargos from Calcasieu and Plaquemines projects.
DroppedRisks Relating to Our Projects and Other Assets
deadline could also result in an event of default under the Calcasieu Pass Credit Facilities or the Plaquemines Credit Facilities, respectively, and/or certain investors exercising step-in rights to control, directly or indirectly, certain of our subsidiaries and the Calcasieu Project
DroppedRisks Relating to Our Indebtedness and Financing
from Calcasieu Funding will be permitted to VGLNG, its indirect parent, until Calcasieu Funding has redeemed in cash all of such preferred units
DroppedRisks Relating to Our Indebtedness and Financing
Our common equity interest in the Calcasieu Project will be diluted if we are unable to, or elect not to, pay certain distributions on the Holdings Preferred Units in cash
DroppedRisks Relating to Our Indebtedness and Financing
liquidity and prospects. Further, any violation of the foregoing laws and regulations could result in investigations, and possible fines and penalties, and in some scenarios, criminal offenses
DroppedRisks Relating to Regulation and Litigation
In addition to the appeal, construction of the CP2 Project will be subject to ongoing oversight and needed additional authorizations by FERC in accordance with the terms and conditions of the CP2 Project FERC order
DroppedRisks Relating to Regulation and Litigation
that could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects
DroppedRisks Relating to Regulation and Litigation
emissions charge, and this measure currently awaits President Trump’s signature. The future prospects of the emissions charge are uncertain
Assumptions underlying total contracted revenue calculations for post-COD SPAs.
DroppedRisks Relating to Regulation and Litigation
commissioning process. The Calcasieu Project has responded to customer filings in the extension of time filing proceeding, which remains pending before FERC
DroppedRisks Relating to Regulation and Litigation
If we are unsuccessful in any current or potential future arbitration proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project
DroppedRisks Relating to Regulation and Litigation
February 2025) or of approximately $400 million (in the case of two such customers), rather than the termination of the relevant post-COD SPAs

Reworded

87% rewrittenRisks Relating to Regulation and Litigation
Existing and future environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating and/or construction costs and restrictions
Retained extensive environmental compliance disclosures with identical wording regarding air, land, and water regulations.
87% rewrittenRisks Relating to Our Indebtedness and Financing
Servicing our indebtedness and preferred equity will require a significant amount of cash and we may not have sufficient cash, operating cash flows and capital resources to service our existing and future indebtedness and preferred equity
Updated to reflect reduced funding needs by removing references to CP3 and Delta projects while keeping Plaquemines and CP2.
87% rewrittenRisks Relating to Our Indebtedness and Financing
In addition, other than Venture Global Calcasieu Pass Holding, LLC contributing capital in exchange for issuance of common units in Calcasieu Funding, Calcasieu Funding may not issue additional units without a majority approval of holders of its preferred units
Added specific covenants governing the VGLNG Revolving Credit Facility alongside existing Senior Secured Notes restrictions.
Was: In addition, other than Calcasieu Holdings contributing capital in exchange for issuance of common units in Calcasieu Funding, Calcasieu Funding may not issue additional units without a majority approval of holders of its preferred units
87% rewrittenRisks Relating to Ownership of Our Class A Common Stock
If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or estimates that prove to be incorrect, our results of operations could be adversely affected, which could cause the price of our Class A common stock to decline
Slightly modified wording around critical accounting estimates without altering the core financial statement risks.
82% rewrittenRisks Relating to Regulation and Litigation
We are involved, and may in the future become involved, in disputes and legal proceedings
Expanded legal dispute categories to include land-owners and current or former employees, referencing Item 3 for Calcasieu arbitration.
79% rewrittenRisks Relating to Regulation and Litigation
We may fail to receive the required approvals and permits from governmental and regulatory agencies for our projects
Updated project permitting status descriptions by removing references to pending application milestones.
78% rewrittenRisks Relating to Our Projects and Other Assets
We will require significant additional capital to construct and complete certain of our projects, and we may not be able to secure such financing on time with acceptable terms, or at all, which could cause delays in our construction, lead to inadequate liquidity and increase overall costs
Updated project statuses and disclosed that $0.6 billion to $1.0 billion of Plaquemines project costs remained unpaid as of December 31, 2025.
78% rewrittenRisks Relating to Our Projects and Other Assets
Our estimated costs for our projects have been, and continue to be, subject to change due to various factors
Retained cost estimate factors including nickel, steel, labor, and inflation without substantive changes.
74% rewrittenRisks Relating to Our Indebtedness and Financing
Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability
74% rewrittenRisks Relating to Our Projects and Other Assets
Delays in deliveries of newbuild LNG tankers, and increases in price or building costs, could harm our operating results
Was: Delays in deliveries of newbuild or acquired LNG tankers, and increases in price or building costs, could harm our operating results
73% rewrittenRisks Relating to Our Business
We first generated proceeds from sales of commissioning cargos at the Calcasieu Project only in the first quarter of 2022, and prior to that we incurred significant losses from operations and negative cash flows from operations
72% rewrittenRisks Relating to Our Projects and Other Assets
Furthermore, any adverse changes in natural gas demand that affect the competitiveness of LNG or any failure on our part to obtain or comply with necessary permits or approvals may also hinder our ability to obtain necessary additional capital or financing
70% rewrittenRisks Relating to Ownership of Our Class A Common Stock
Developments related to the ongoing war between Russia and Ukraine and the ongoing conflicts in the Middle East, as well as geopolitical instability in Venezuela, could adversely affect our business, contracts, financial condition, operating results, cash flows, liquidity and prospects
Was: Developments related to the ongoing war between Russia and Ukraine and the ongoing conflicts in the Middle East could adversely affect our business, contracts, financial condition, operating results, cash flows, liquidity and prospects
68% rewrittenRisks Relating to Our Indebtedness and Financing
As a holding company, the Company depends on the ability of its subsidiaries to transfer funds to it to meet its obligations
65% rewrittenRisks Relating to Our Business
Our ability to maintain profitability and positive operating cash flows is subject to significant uncertainty
64% rewrittenRisks Relating to Our Indebtedness and Financing
Certain of our debt agreements impose significant operating and financial restrictions on our subsidiaries, and the preferred equity of our subsidiaries also gives the holders certain consent rights, all of which may prevent us from capitalizing on business opportunities or paying dividends to the Company
62% rewrittenRisks Relating to Regulation and Litigation
Pipeline safety integrity programs and repairs may impose significant costs and liabilities on us
58% rewrittenRisks Relating to Our Business
Our customers or we may terminate our SPAs if certain conditions are not met or for other reasons
56% rewrittenRisks Relating to Ownership of Our Class A Common Stock
We face risks related to the uncertainty regarding the future of international trade agreements and the United States’ position on international trade
56% rewrittenRisks Relating to Our Projects and Other Assets
We have not entered into all of the definitive agreements for our future projects and expansions, and there can be no assurance that we will be able to do so on a timely basis or on terms that are acceptable to us
Was: We have not entered into all of the definitive agreements for the CP2 Project, the CP3 Project or the Delta Project, and there can be no assurance that we will be able to do so on a timely basis or on terms that are acceptable to us
53% rewrittenRisks Relating to Our Projects and Other Assets
Delays in the construction of our projects beyond the estimated development periods could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects
50% rewrittenRisks Relating to Our Business
We use and are planning to utilize various tax incentive programs the State of Louisiana offers that may not continue to be available or may be available in diminished form
45% rewrittenRisks Relating to Our Business
A key element of our business strategy is to generate proceeds from the sale of LNG at our projects during the construction and commissioning phases of our projects, prior to the relevant project achieving COD
Was: A key element of our business strategy is to generate proceeds from the sale of LNG at each of our projects during the construction and commissioning phases of our projects, prior to the relevant project achieving COD
44% rewrittenRisks Relating to Ownership of Our Class A Common Stock
If we, VG Partners or certain other stockholders sell shares of our Class A common stock or are perceived by the public markets as intending to sell them, the market price of our Class A common stock could decline
41% rewrittenRisks Relating to Our Projects and Other Assets
We are dependent on our contractors for the successful completion of our projects and any bolt-on expansion opportunities at our projects that we may pursue, and any failure by our contractors to perform their contractual obligations could have a material adverse impact on our projects
40% rewrittenRisks Relating to Ownership of Our Class A Common Stock
Changes in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial condition and results of operations
37% rewrittenRisks Relating to Our Projects and Other Assets
Many of these factors are outside of our control
36% rewrittenRisks Relating to Our Business
Our operating margins may be adversely affected if the price of natural gas decreases, if we pay a premium for feed gas relative to the contractual spot price we charge our customers, or as a result of inflationary pressures
34% rewrittenRisks Relating to Our Business
We may not be successful in pursuing expansion opportunities at our current or future projects, which would adversely impact our growth prospects
Was: We may not be successful in pursuing bolt-on expansion opportunities at our current projects, which would adversely impact our growth prospects
33% rewrittenRisks Relating to Our Business
Our limited diversification could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects
33% rewrittenRisks Relating to Our Business
We may not be able to purchase or receive physical delivery of sufficient natural gas to satisfy our delivery obligations under the SPAs, which could have a material adverse effect on us
30% rewrittenRisks Relating to Our Projects and Other Assets
Management and operation of our LNG tanker fleet and the charter of third-party vessels involve significant risks
Was: Management and operation of our LNG tanker fleet and the subcharter of third-party vessels will involve significant risks
29% rewrittenRisks Relating to Our Business
Our ability to optimize sales of our LNG cargos is subject to significant uncertainty and volatility in proceeds generated from such sales
Was: Our ability to optimize sales of post-COD LNG cargos is subject to significant uncertainty and volatility in proceeds generated from such sales
28% rewrittenRisks Relating to Our Indebtedness and Financing
Our subsidiaries have incurred a significant amount of debt and issued a significant amount of preferred equity, which could adversely affect our financial condition
27% rewrittenRisks Relating to Our Business
In the ordinary course of our business, we explore acquisitions and other targeted investments in areas of the natural gas industry that relate to our natural gas liquefaction and export projects that could negatively affect our operating results, increase our debt or cause us to incur significant expense
26% rewrittenRisks Relating to Our Projects and Other Assets
We may not construct or operate all of our proposed LNG facilities or pipelines or any additional LNG facilities or pipelines beyond those currently planned, and we may not pursue some or any of the bolt-on expansion opportunities we have identified at our current projects, which could limit our growth prospects
25% rewrittenRisks Relating to Our Business
Our ability to generate cash under our Contracted SPAs and sales by VG Commodities is substantially dependent upon the performance by a limited number of our customers, and we could be materially and adversely affected if certain of these customers fail to perform their contractual obligations for any reason
Was: Our ability to generate cash under our post-COD SPAs is substantially dependent upon the performance by a limited number of our customers, and we could be materially and adversely affected if certain of these customers fail to perform their contractual obligations for any reason
25% rewrittenRisks Relating to Our Projects and Other Assets
Our natural gas liquefaction and export projects face, and our future projects or expansions may face, significant operational risks
Was: When completed, our natural gas liquefaction and export projects, including the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project, the Delta Project, and any future projects or expansions thereof we develop, may face significant operational risks
24% rewrittenRisks Relating to Our Projects and Other Assets
Our real property rights in the sites for our projects or any other natural gas liquefaction and export facilities that we may decide to develop in the future may be adversely affected by the rights of others that are superior to those of the grantors of our real property rights
22% rewrittenRisks Relating to Our Business
A key element of our business strategy is to generate revenue from the sale of LNG produced at each of our projects in excess of the nameplate capacity of the relevant project after such project achieves COD

All 91 risk factors

Headings as the filing states them, in filing order.

Risks Relating to Our Business

01Our ability to maintain profitability and positive operating cash flows is subject to significant uncertainty65% rewritten
02Further, there can be no assurance that we will be able to produce excess LNG above the nameplate capacity of the facilities at our projects, either at our target level of excess LNG production or at all, nor, even if such excess LNG is produced, that we will be able to resell all of it to third party customersNew
03We first generated proceeds from sales of commissioning cargos at the Calcasieu Project only in the first quarter of 2022, and prior to that we incurred significant losses from operations and negative cash flows from operations73% rewritten
04A key element of our business strategy is to generate proceeds from the sale of LNG at our projects during the construction and commissioning phases of our projects, prior to the relevant project achieving COD45% rewritten
05Our ability to optimize sales of our LNG cargos is subject to significant uncertainty and volatility in proceeds generated from such sales29% rewritten
06A key element of our business strategy is to generate revenue from the sale of LNG produced at each of our projects in excess of the nameplate capacity of the relevant project after such project achieves COD22% rewritten
07Our customers or we may terminate our SPAs if certain conditions are not met or for other reasons58% rewritten
08Our ability to generate cash under our Contracted SPAs and sales by VG Commodities is substantially dependent upon the performance by a limited number of our customers, and we could be materially and adversely affected if certain of these customers fail to perform their contractual obligations for any reason25% rewritten
09Our operating margins may be adversely affected if the price of natural gas decreases, if we pay a premium for feed gas relative to the contractual spot price we charge our customers, or as a result of inflationary pressures36% rewritten
10Natural gas producers may curtail or shut in production due to market, pricing or other conditions, which could reduce the availability of feed gas for our LNG facilitiesNew
11We may not be able to purchase or receive physical delivery of sufficient natural gas to satisfy our delivery obligations under the SPAs, which could have a material adverse effect on us33% rewritten
12Certain metrics that we track and may present are illustrative and are subject to a number of assumptions, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputationNew
13We may not be successful in pursuing expansion opportunities at our current or future projects, which would adversely impact our growth prospects34% rewritten
14Seasonal fluctuations will cause our business and results of operations to vary among quarters, which could adversely affect our business and results of operations
15Our limited diversification could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects33% rewritten
16In the ordinary course of our business, we explore acquisitions and other targeted investments in areas of the natural gas industry that relate to our natural gas liquefaction and export projects that could negatively affect our operating results, increase our debt or cause us to incur significant expense27% rewritten
17Severe weather events, hurricanes, or other disasters could result in an interruption of our operations, a delay in the completion of our projects, higher construction costs and the deferral of the dates on which we would become entitled to receive payments under any SPAs, all of which could adversely affect us
18We are unable to insure against all potential risks and may become subject to higher than expected insurance premiums. In addition, we retain certain risks as a result of insurance through our captive insurance
19A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damage
20Failure to retain and attract executive officers and other skilled professional and technical employees or increased labor costs could have a material adverse effect on our operations
21We are dependent on the strategic direction of Michael Sabel, our Chief Executive Officer, Executive Co-Chairman of the Board and Founder, and Robert Pender, our Executive Co-Chairman, Executive Co-Chairman of the Board and Founder
22We and our contractors, including our EPC contractors, may experience increased labor costs, and the unavailability of skilled workers or our failure to attract and retain qualified personnel could adversely affect us
23We use and are planning to utilize various tax incentive programs the State of Louisiana offers that may not continue to be available or may be available in diminished form50% rewritten

Risks Relating to the LNG Industry

24Competition in the LNG industry is intense, and certain of our competitors may have greater financial, engineering, marketing and other resources than we have
25We face competition based upon the international market price for LNG
26Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect our business and the performance of our customers and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity and prospects
27There may be shortages of LNG tankers worldwide, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects
28Technological innovation may render our anticipated competitive advantage or our processes obsolete

Risks Relating to Our Indebtedness and Financing

29Our subsidiaries have incurred a significant amount of debt and issued a significant amount of preferred equity, which could adversely affect our financial condition28% rewritten
30Servicing our indebtedness and preferred equity will require a significant amount of cash and we may not have sufficient cash, operating cash flows and capital resources to service our existing and future indebtedness and preferred equity87% rewritten
31ability to obtain additional financing. This may in turn limit our ability to implement our business strategy, heighten our vulnerability to downturns in our business, the industry or in the general economy, and limit our flexibility in planning for, or reacting to, changes in our business and the industryNew
32As a holding company, the Company depends on the ability of its subsidiaries to transfer funds to it to meet its obligations68% rewritten
33Certain of our debt agreements impose significant operating and financial restrictions on our subsidiaries, and the preferred equity of our subsidiaries also gives the holders certain consent rights, all of which may prevent us from capitalizing on business opportunities or paying dividends to the Company64% rewritten
34In addition, our project financing credit agreements require our projects to maintain certain historical debt service coverage ratios, respective to each project and upon achieving certain milestonesNew
35In addition, other than Venture Global Calcasieu Pass Holding, LLC contributing capital in exchange for issuance of common units in Calcasieu Funding, Calcasieu Funding may not issue additional units without a majority approval of holders of its preferred units87% rewritten
36In addition, the terms of the VGLNG Revolving Credit Facility require us to maintain a maximum total leverage ratio of no more than 6.00:1.00New
37Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability74% rewritten
38To the extent we or any of our subsidiaries incurs or issues additional debt and/or preferred equity, as applicable, the risks described in the preceding risk factors would increaseNew
39Our use of hedging arrangements may adversely affect our future operating results or liquidity
40The regulatory and other provisions of the Dodd-Frank Act and the rules adopted thereunder and other non-U.S. regulations, including EMIR and REMIT, could adversely affect our ability to hedge risks associated with our business and our operating results and cash flows

Risks Relating to Regulation and Litigation

41We may fail to receive the required approvals and permits from governmental and regulatory agencies for our projects79% rewritten
42Our interstate natural gas pipelines and their FERC gas tariffs are subject to FERC regulation
43Pipeline safety integrity programs and repairs may impose significant costs and liabilities on us62% rewritten
44We are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. PHMSA has authority to impose administrative fines and penalties for violations of its safety standards, and such violations may also give rise to civil enforcement actionsNew
45Existing and future environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating and/or construction costs and restrictions87% rewritten
46We are involved, and may in the future become involved, in disputes and legal proceedings82% rewritten

Risks Relating to Our Projects and Other Assets

47We will require significant additional capital to construct and complete certain of our projects, and we may not be able to secure such financing on time with acceptable terms, or at all, which could cause delays in our construction, lead to inadequate liquidity and increase overall costs78% rewritten
48result, our cost estimates are only an approximation of the actual costs of construction and financing for such projectsNew
49Furthermore, any adverse changes in natural gas demand that affect the competitiveness of LNG or any failure on our part to obtain or comply with necessary permits or approvals may also hinder our ability to obtain necessary additional capital or financing72% rewritten
50which could also require us to obtain additional sources of capital to fund development, construction and commissioning of our projectsNew
51We may not construct or operate all of our proposed LNG facilities or pipelines or any additional LNG facilities or pipelines beyond those currently planned, and we may not pursue some or any of the bolt-on expansion opportunities we have identified at our current projects, which could limit our growth prospects26% rewritten
52Our natural gas liquefaction and export projects face, and our future projects or expansions may face, significant operational risks25% rewritten
53Our strategy for each project involves us entering into and administering a number of procurement and construction contracts, which differs from certain other LNG projects of this scale developed in the United States
54We are dependent on our contractors for the successful completion of our projects and any bolt-on expansion opportunities at our projects that we may pursue, and any failure by our contractors to perform their contractual obligations could have a material adverse impact on our projects41% rewritten
55We have not entered into all of the definitive agreements for our future projects and expansions, and there can be no assurance that we will be able to do so on a timely basis or on terms that are acceptable to us56% rewritten
56Certain of our contractual arrangements relating to the development and construction of one or more of our projects include termination rights or changes to the applicable pricing, or will automatically expire, if certain conditions are not met by specified deadlines
57Our estimated costs for our projects have been, and continue to be, subject to change due to various factors78% rewritten
58Delays in the construction of our projects beyond the estimated development periods could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects53% rewritten
59We are dependent on third party vendors and service providers to provide certain services and equipment to our projects
60Many of these factors are outside of our control37% rewritten
61There is no assurance that our projects will receive the local government and community support required for construction
62Our real property rights in the sites for our projects or any other natural gas liquefaction and export facilities that we may decide to develop in the future may be adversely affected by the rights of others that are superior to those of the grantors of our real property rights24% rewritten
63The natural gas liquefaction system and mid-scale design we utilize at our projects are the first of such sized modules developed by us and Baker Hughes, and there can be no assurance that these modules, or our projects, will achieve the level of performance or other benefits that we anticipate over the long term
64The phased commissioning start-up of our projects will subject us to additional risks
65We are and will be relying on third-party engineers to estimate the future capacity ratings and performance capabilities of our projects, and these estimates may prove to be inaccurate
66Delays in deliveries of newbuild LNG tankers, and increases in price or building costs, could harm our operating results74% rewritten
67Management and operation of our LNG tanker fleet and the charter of third-party vessels involve significant risks30% rewritten
68The construction of our projects, and our operations, are subject to significant hazards and uninsured risks, one or more of which may create significant liabilities and losses for us

Risks Relating to Intellectual Property, Data Privacy and Cybersecurity

69Hostile cyber intrusions, or other issues with our information technology, could severely impair our operations, lead to the disclosure of confidential information, damage our reputation and otherwise have a material adverse effect on our business
70Changes in laws, rules or regulations relating to data privacy and security, or any actual or perceived failure by us to comply with such laws, rules and regulations, or contractual or other obligations relating to data privacy and security, could adversely impact our business
71If we are unable to obtain, maintain, protect and enforce our intellectual property rights, our business may be adversely affected

Risks Relating to Ownership of Our Class A Common Stock

72VG Partners has significant influence over us, including control over decisions that require their approval, which could limit your ability to influence the outcome of key transactions, including a change of control
73There is the possibility of significant fluctuations in the price of our Class A common stock
74Certain provisions of our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law have anti-takeover effects that could limit our ability to engage in certain strategic transactions our board of directors believes would be in the best interests of stockholders
75We cannot guarantee that we will pay further dividends on our Class A common stock in the future and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock
76If we, VG Partners or certain other stockholders sell shares of our Class A common stock or are perceived by the public markets as intending to sell them, the market price of our Class A common stock could decline44% rewritten
77You may be diluted by the future issuance of additional Class A common stock, including in connection with our incentive plans, acquisitions, conversion of our Class B common stock, or otherwise
78Any Class A common stock that we issue, including under our existing equity incentive plans or other equity incentive plans that we may adopt in the future and the conversion of Class B common stock into Class A common stock, would dilute holders of Class A common stock
79We may issue preferred stock whose terms could materially adversely affect the voting power or value of our Class A common stock
80If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or estimates that prove to be incorrect, our results of operations could be adversely affected, which could cause the price of our Class A common stock to decline87% rewritten
81time. If our assumptions change, or if actual circumstances differ from our assumptions, our results of operations may be adversely affected, which could cause the price of our Class A common stock to declineNew
82We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for exemptions from certain corporate governance requirements. If we rely on such exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to such requirements
83Consistent with these exemptions, we do not have an independent compensation committee or an independent nominating and corporate governance committee. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements
84Global economic conditions, including inflation and supply chain disruptions, could continue to adversely affect our operations
85Developments related to the ongoing war between Russia and Ukraine and the ongoing conflicts in the Middle East, as well as geopolitical instability in Venezuela, could adversely affect our business, contracts, financial condition, operating results, cash flows, liquidity and prospects70% rewritten
86pressure on oil and other benchmark energy prices and alter regional supply dynamics, which in turn could affect global natural gas and LNG demand and pricesNew
87Terrorist attacks, including cyberterrorism, or military campaigns may adversely impact our business
88Changes in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial condition and results of operations40% rewritten
89We face risks related to the uncertainty regarding the future of international trade agreements and the United States’ position on international trade56% rewritten
90Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations
91The outbreak of any infectious diseases or other illness could adversely impact our business, contracts, financial condition, operating results, cash flow, financing requirements, liquidity and prospects

Other Venture Global 10-Ks

FY2024 10-K risk factors
94 risks
Venture Global faces heavy concentration risks tied to its LNG projects in southern Louisiana and a limited customer base.
Filed Mar 06, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.