{"url_path":"/sec/vg/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/2007855/0002007855-26-000055-index.html","accession_number":"0002007855-26-000055","cik":"0002007855","ticker":"VG","issuer_name":"Venture Global, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2007855/0002007855-26-000055-index.html","primary_entity_key":"0002007855","primary_entity_name":"Venture Global, Inc."},"word_count":608,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nOn June 26, 2026 (the “Closing Date”), Venture Global Shipping Holdings, LLC (the “Borrower”), an indirect, wholly-owned subsidiary of Venture Global, Inc. (the “Company”), entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with Deutsche Bank AG, Deutsche Bank AG, New York Branch and ING Capital LLC, as coordinating lead arrangers, ING Capital LLC as facility agent and as security trustee, and the other lenders party thereto from time to time, providing for a senior secured term loan facility (the “Facility”). Proceeds from the Facility will be used for general corporate purposes, including reimbursing Venture Global LNG, Inc. (the “Sponsor”) for payments previously made by it or its affiliates in connection with the acquisition of nine LNG carriers (each, a “Vessel”).\n\nThe Facility provides for aggregate term loan commitments in a principal amount not to exceed the lesser of (i) 65% of the aggregate appraised value of the Vessels and (ii) $1,500,000,000. The term loan commitments consist of initial term loans available on the initial borrowing date, and two additional tranches of term loans available for borrowing upon delivery of two additional Vessels which is expected in the second half of 2026. The Facility is due to mature on June 26, 2032.\n\nLoans under the Facility will bear interest at a rate per annum equal to Term SOFR (with a floor of 0%) plus an applicable margin of 2.00%, with interest payable quarterly in arrears on each payment date. The Facility will be repaid in consecutive quarterly installments in accordance with a scheduled amortization based on a 20-year age adjusted profile for each tranche.\n\nThe obligations of the Borrower under the Credit Agreement are guaranteed by each owner of the Vessels, each of which is a direct, wholly-owned subsidiary of the Borrower (collectively, the “Vessel Owner Guarantors”). The Facility is secured by certain collateral, including first priority ship mortgages on the Vessels, a pledge over the equity interests of the Borrower, all asset security of the Borrower including a pledge over the equity interests of each Vessel Owner Guarantor, a first priority assignment of the earnings and requisition compensation of the Vessels, and a first priority assignment of the bareboat charters (each, a “Charter”) between each respective Vessel Owner Guarantor and Venture Global Commodities, LLC.\n\nThe Credit Agreement contains customary representations, warranties, events of default and certain financial maintenance covenants, including (i) a minimum debt service coverage ratio, tested quarterly on a forward-looking 12-month basis commencing December 31, 2026, and (ii) a collateral maintenance test requiring that the outstanding principal amount of the Facility not exceed an minimum percentage of the aggregate fair market value of the Vessels subject to a mortgage, tested semi-annually on the last business day of June and December of each year commencing December 2026.\n\nThe Credit Agreement also contains certain restrictive covenants that, among other things, limit or restrict the ability of the Borrower and its subsidiaries to incur additional indebtedness, create liens, make certain investments, pay dividends or make other restricted payments (subject to no event of default or potential event of default), enter into transactions with affiliates, and consolidate, merge or sell substantially all of their assets. The Credit Agreement covenants are subject to a number of important limitations and exceptions.\n\nThe Borrower may prepay amounts outstanding under the Facility at any time without premium or penalty. The Credit Agreement requires mandatory prepayment of certain amounts upon the termination or cancellation of any Charter.\n\nA copy of the Credit Agreement will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the three months ended June 30, 2026."}