{"url_path":"/sec/vg/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 LEGAL PROCEEDINGS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2007855/0002007855-26-000040-index.html","accession_number":"0002007855-26-000040","cik":"0002007855","ticker":"VG","issuer_name":"Venture Global, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2007855/0002007855-26-000040-index.html","primary_entity_key":"0002007855","primary_entity_name":"Venture Global, Inc."},"word_count":809,"has_tables":true,"body_markdown":"ITEM 1.    LEGAL PROCEEDINGS\n\nWe are involved, and in the future may become involved, in various claims, lawsuits, administrative, regulatory and other proceedings incidental to the ordinary course of our business from time to time. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. Other than as discussed below, there have been no material changes to the legal proceedings disclosure in our 2025 Form 10-K.\n\nArbitration Proceedings\n\nOn October 8, 2025, the ICC informed VGCP that a partial final award had been issued in the previously disclosed arbitration proceedings with BP regarding LNG sales from the Calcasieu Project under the post-COD SPA entered into by VGCP and BP. The award issued by the arbitration tribunal found that VGCP had breached its obligations to declare COD of the Calcasieu Project in a timely manner and act as a “Reasonable and Prudent Operator” pursuant to the post-COD SPA, along with certain other obligations. Remedies were not addressed in the partial final award and will be determined in a separate damages hearing, which has been scheduled to occur in May 2027. A final award is expected to be issued following the damages portion of the hearing. Based on the terms of the 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 ranging from $3.7 billion to potentially in excess of $6.0 billion, as well as interest, costs and attorneys’ fees. We believe BP’s theory and calculations of damages are without merit and that the magnitude of damages sought by BP is not recoverable under the express terms of the post-COD SPA, which include express limits on the tribunal’s jurisdictional authority, although there can be no assurance as to the outcome of the damages portion of the hearing.\n\nIn May 2023, Shell NA LNG LLC (“Shell”) submitted a request for arbitration to the ICC, in accordance with the dispute resolution procedures of its post-COD SPA, asserting, among other claims, that the Calcasieu Project was delayed in achieving COD under the relevant post-COD SPA. On August 12, 2025, the ICC issued a partial final award in the Shell arbitration proceeding. Pursuant to the award, it was determined that VGCP had not breached its obligations under the post-COD SPA relating to the Calcasieu Project with Shell and, consequently, the tribunal determined that VGCP had no liability to Shell for its claims under the arbitration proceedings. On November 10, 2025, Shell filed a petition with the New York Supreme Court, Commercial Division, seeking to vacate the arbitral award. On March 2, 2026, the New York Supreme Court issued an order denying Shell’s petition.\n\nIn May 2023, Edison submitted a request for arbitration to the London Court of International Arbitration, in accordance with the dispute resolution procedures of its post-COD SPA, asserting, among other claims, that the Calcasieu Project is delayed in achieving COD under the post-COD SPA. On March 26, 2026, the Company entered into a settlement agreement with Edison to resolve the outstanding arbitration proceedings. Pursuant to the settlement agreement, the Company agreed to deliver certain cargos to Edison in Europe, after which the arbitration will be terminated. Completion of the settlement is expected by the end of the second quarter of 2026.\n\nThe remedies sought by the other two Calcasieu Project post-COD customers in arbitration proceedings include damages in excess of $2.4 billion, in the aggregate, rather than the termination of the post-COD SPA. We believe these two disputes are subject to the relevant seller aggregate liability limitation under the applicable post-COD SPA, which amount to $425 million in the aggregate. However, these customers are also disputing whether the liability limitations in such post-COD SPAs are applicable, and therefore are claiming damages in excess of the liability limitations.\n\nWe disagree with the assertions and legal claims, and are defending each of the outstanding arbitrations. If the Calcasieu Project is unsuccessful in defending against these claims, the amounts it could be required to pay could be substantial, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects, as well as the trading price of our Class A common stock.\n\n44\n\n[Table of contents](#i1913c702fafc4870bed2af8282b10336_7)\n\nFor further discussion, see Item 1A.—Risk Factors—Risks Relating to Regulation and Litigation—If we are unsuccessful in any current or potential future legal 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 and adversely impact the trading price of our Class A common stock. and Item 3.—Legal Proceedings on our Annual Report on Form 10-K for the year ended December 31, 2025."}