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- Bp Arbitration Liability Finding (new) — Partial award found breach of COD timing and prudent-operator obligations; damages hearing May 2027, BP seeks $3.7B–$6B+, company states award not subject to SPA liability cap.
- Customer Litigation Risk Disclosure (unchanged) — New risk factor warns unsuccessful outcomes in current or potential customer legal proceedings could result in substantial payments, SPA terminations, or project-level debt acceleration.
Venture Global Q2 revenue +48%, operating income +111%; BP arbitration exposes $3.7B–$6B claim
Filed August 11, 2026 · Period ending June 30, 2026 · Compared to 10-Q Aug 12, 2025 · ~1 min read
Key Financials
SEC XBRL| Metric | PriorJun 30, 2025 | CurrentJun 30, 2026 | Δ |
|---|---|---|---|
| Revenue | $3.10B | $4.58B | ▲ +47.6% |
| Net income (to common) | $368.0M | $1.35B | ▲ +266.0% |
| Diluted EPS | $0.14 | $0.51 | ▲ +264.3% |
| Operating income | $1.04B | $2.19B | ▲ +110.8% |
| Cash & equivalents | $2.25B | $3.12B | ▲ +38.9% |
| Long-term debt (noncurrent) | $29.8B | $41.5B | ▲ +39.5% |
| Total assets | $46.5B | $61.5B | ▲ +32.3% |
As reported in XBRL by the filer · 10-Q vs 10-Q. Income figures cover the fiscal quarter (not year-to-date); cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →
Key Number Changes
Prior filing · verify on EDGAR →
Income from operations $ 1,038 $ 363
Current filing · verify on EDGAR →
Income from operations $ 2,188 $ 1,038
Prior filing · view on EDGAR →
LNG volumes sold (TBtu) 329.2 132.1
Current filing · view on EDGAR →
LNG volumes sold (TBtu) 466.4 329.2
Prior filing · view on EDGAR →
Total outstanding debt 30,503
Current filing · view on EDGAR →
Total outstanding debt 42,386
Prior filing · verify on EDGAR →
Total notional $ 6,747 $ 6,225 $ 9,058
Current filing · verify on EDGAR →
Total notional $ 18,278 $ 8,435 $ 5,427
Key Changes
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high
BP arbitration partial award found VGCP breached COD timing and prudent-operator obligations; damages hearing May 2027, BP seeks $3.7B–$6B+, company states award not subject to SPA liability cap.
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high
Operating income rose 111% YoY to $2.2B, but net income rose 266% to $1.3B on a smaller below-the-line deduction (taxes/interest/NCI); the net-income gain did not come from operations.
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high
CP2 Phase 2 achieved FID in March 2026 with $8.6B in new project financing; total CP2 Credit Facilities now $20.7B funding both phases plus CP2 Expansion activities.
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high
Contracted future revenue backlog increased 69% to $334.9B (from $197.9B prior year) on new long-term LNG sales agreements; weighted average recognition timing stable at 19 years.
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Securities class action dismissed by court order June 2026, removing litigation exposure; Edison arbitration settled March 2026, terminating one of four post-COD SPA disputes.
Summary
Venture Global reported strong Q2 2026 results with revenue up 47.6% to $4.6B and operating income up 111% to $2.2B, driven by higher Plaquemines LNG volumes (466.4 TBtu vs 329.2 TBtu prior year). However, net income rose 266% to $1.3B—far outpacing the operating gain—due to a smaller below-the-line deduction (taxes, interest, non-controlling interests), not operational performance.
The company achieved Final Investment Decision for CP2 Phase 2 in March 2026, securing $8.6B in additional project financing and bringing total CP2 commitments to $20.7B. Contracted future revenue backlog grew 69% to $334.9B on new long-term LNG sales agreements, signaling robust commercial momentum.
The BP arbitration partial award, issued October 2025, found VGCP breached its obligations to declare commercial operation timely and act as a prudent operator under the post-COD sales agreement. Damages will be determined in May 2027; BP seeks $3.7B to over $6B, and the company states the award is not subject to the SPA's liability cap. Two other Calcasieu customers are seeking aggregate damages exceeding $2.4B (company believes liability capped at $425M aggregate, though customers dispute the caps). The securities class action was dismissed in June 2026 and the Edison arbitration settled in March 2026, reducing litigation exposure. Watch the May 2027 BP damages hearing and the outcome of the remaining two post-COD SPA arbitrations for clarity on potential cash outflows and project-level debt covenant impacts.
Section-by-Section Diff
Legal Proceedings
Court dismissed securities class action; BP arbitration partial award found breach, damages hearing set May 2027; Edison arbitration settled.
Previous filing · verify on EDGAR →
Further, on April 15, 2025, a putative securities class action complaint naming Venture Global, our directors and certain of our officers and certain of our underwriters was filed in the U.S. District Court for the Eastern District of Virginia. The complaint asserts claims under Sections 11 and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO. It contends that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and seeks unspecified damages on behalf of the putative class. The Company believes these claims are without merit and intends to defend itself vigorously.
Current filing · verify on EDGAR →
Further, on April 15, 2025, a putative securities class action complaint naming Venture Global, our directors and certain of our officers and our underwriters, as well as Venture Global Partners II, LLC, was filed in the U.S. District Court for the Eastern District of Virginia and was subsequently transferred to the Southern District of New York. The complaint, as subsequently amended on September 15, 2025 and December 5, 2025, asserted claims under Sections 11, 12, and 15 of the Securities Act on behalf of a putative class of all persons and entities who purchased or otherwise acquired our Class A common stock pursuant and/or traceable to the registration statement for the IPO. It contended that certain statements made by the Company and certain of its officers and directors in the registration statement and prospectus for the IPO were allegedly false or misleading and sought unspecified damages on behalf of the putative class. On June 15, 2026, the Court entered an order granting our motion to dismiss the amended complaint. We expect a formal opinion of the Court in support of the order will be issued in due course.
The April 2025 securities class action was amended twice (September and December 2025), transferred to Southern District of New York, expanded to include Section 12 claims and Venture Global Partners II as a defendant, then dismissed by court order on June 15, 2026. The derivative actions remain stayed pending the formal opinion supporting the dismissal order.
Added in current filing · verify on EDGAR →
On 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 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 arbitration.
ICC arbitration tribunal issued partial final award finding VGCP breached its obligations to declare COD timely and act as a Reasonable and Prudent Operator under the BP post-COD SPA. Damages hearing scheduled for May 2027. BP seeks $3.7 billion to over $6.0 billion; company states the seller aggregate liability limitation will not apply and disputes BP's damage calculations, though outcome is uncertain.
Added in current filing · verify on EDGAR →
In 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 arbitration was terminated as of June 8, 2026.
Company settled the Edison arbitration (filed May 2023) via agreement on March 26, 2026; arbitration terminated June 8, 2026. Settlement terms not disclosed.
Added in current filing · verify on EDGAR →
The 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.
Two other Calcasieu post-COD customers are seeking aggregate damages exceeding $2.4 billion in arbitration. Company believes liability is capped at $425 million aggregate under the SPAs, but customers dispute whether those caps apply.
Added in current filing · verify on EDGAR →
The Company has entered into certain credit arrangements to secure the transportation and supply of natural gas, regasification capacity, and certain equity guarantees for the CP2 Credit Facilities. As of June 30, 2026, the maximum undiscounted potential exposure associated with these arrangements was $872 million. This amount is not currently recognized as a liability on the condensed consolidated balance sheets, and to date, no amounts have been drawn against these arrangements.
Company disclosed $872 million maximum undiscounted potential exposure from credit arrangements for natural gas transportation/supply, regasification capacity, and CP2 Credit Facilities equity guarantees. Not recognized as a liability; no amounts drawn to date.
MD&A
Operating income rose 111% YoY to $2.2B on higher Plaquemines volumes; CP2 Phase 2 achieved FID with $8.6B financing; BP arbitration partial award issued.
Previous filing · verify on EDGAR →
Income from operations $ 1,038 $ 363
Current filing · verify on EDGAR →
Income from operations $ 2,188 $ 1,038
Q2 2026 operating income was $2.2B vs $1.0B in Q2 2025, a 111% increase. The prior-year comparison (Q2 2025 vs Q2 2024) showed $1.0B vs $363M, a 186% increase. Both periods reflect Plaquemines ramp-up, but the current period shows continued strong growth from a higher base.
Previous filing · view on EDGAR →
LNG volumes sold (TBtu) 329.2 132.1
Current filing · view on EDGAR →
LNG volumes sold (TBtu) 466.4 329.2
Q2 2026 volumes were 466.4 TBtu vs 329.2 TBtu in Q2 2025, a 42% increase. The prior-year comparison showed 329.2 TBtu vs 132.1 TBtu, a 149% increase. Volume growth continues but at a moderating rate as Plaquemines approaches full production.
Previous filing · verify on EDGAR →
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.
Current filing · verify on EDGAR →
In March 2026, Phase 2 of the CP2 Project achieved FID and we obtained $8.6 billion of additional project financing to fund its development and construction. During the six months ended June 30, 2026, we incurred $6.1 billion of project costs primarily related to construction activities and equipment purchases.
Phase 2 of CP2 achieved FID in March 2026 with $8.6B in new financing, following Phase 1 FID in July 2025 ($15.1B). The company incurred $6.1B in project costs during H1 2026, indicating rapid construction progress. Total CP2 project cost estimate remains $28.5B–$29.5B.
Added in current filing · verify on EDGAR →
In May 2026, the Company filed an application with FERC for an 11.7 mtpa expansion of the CP2 Project, or the CP2 Expansion Project. In July 2026, the Company submitted the corresponding export application to the DOE to authorize up to 11.7 mtpa of export volumes.
The company filed for an 11.7 mtpa expansion of CP2 in May 2026 (FERC) and July 2026 (DOE), representing a potential third phase beyond the two phases already under construction. This would add meaningful incremental capacity if approved.
Added in current filing · verify on EDGAR →
In March 2026, the DOE approved our application to increase authorized exports to Non-FTA Nations from 24.0 mtpa to 27.2 mtpa. Also in March 2026, we submitted an additional DOE export application to further increase authorized export volumes to 35.0 mtpa.
Plaquemines received DOE approval to increase authorized exports from 24.0 mtpa to 27.2 mtpa in March 2026, and filed for a further increase to 35.0 mtpa. The baseline filing did not disclose these authorizations; the company is securing regulatory headroom for future expansion.
Added in current filing · verify on EDGAR →
In 2026, VG Commodities executed several new five-year LNG sales agreements totaling approximately 3.8 mtpa, further advancing our strategy of maintaining a diversified portfolio of short-, medium- and long-term LNG sales agreements to optimize pricing and manage risk across our asset portfolio.
VG Commodities signed new five-year agreements for 3.8 mtpa in 2026, diversifying the contract portfolio beyond long-term SPAs. This provides near-term pricing flexibility and risk management as production ramps.
Added in current filing · verify on EDGAR →
During the six months ended June 30, 2026, we completed several financing and liability management transactions that strengthened our capital structure and liquidity profile, including: •redeeming the CP Funding Redeemable Preferred Units, which carried a stated cash distribution rate of 10.000% and various liquidity restrictions, using proceeds from the newly issued variable rate Calcasieu Funding TLB Facility; •repaying the outstanding balance of the Calcasieu Pass Construction Term Loan, which was due in August 2026, with proceeds from the newly issued VGCP 2036 Notes; •redeeming the VGLNG 2028 Notes, which carried a stated interest rate of 8.125%, with the proceeds from the newly issued VGLNG 2034 Notes and VGLNG 2036 Notes, which carry a stated interest rate of 6.375% and 6.625%, respectively; and •prepaying $1.0 billion outstanding under the CP2 Holdings EBL Facilities, using net proceeds received from the sale of commissioning cargos generated by the Plaquemines Project.
The company executed four major liability management actions in H1 2026: redeemed the 10% CP Funding preferred units, repaid the Calcasieu construction loan, refinanced the 8.125% VGLNG 2028 Notes at lower rates (6.375%–6.625%), and prepaid $1.0B of CP2 EBL debt. These actions reduced cost of capital, extended maturities, and removed liquidity restrictions.
Previous filing · verify on EDGAR →
The Company expects a decision in one of the arbitration proceedings imminently.
Current filing · verify on EDGAR →
We were notified in October 2025 that a partial final award had been issued in the arbitration proceedings with BP Gas Marketing Limited (“BP”). The award issued by the arbitration tribunal found that the 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 BP 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 is scheduled to occur in May 2027. A final award is expected to be issued following the damages hearing. Based on the terms of the award, we do 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 arbitration.
The BP arbitration partial award was issued in October 2025, finding VGCP breached COD timing and prudent-operator obligations. Damages will be determined in May 2027; BP seeks $3.7B–$6.0B+, and the company states the award is not subject to the SPA liability cap. The baseline filing anticipated an imminent decision; the current filing discloses the adverse liability finding and the uncapped exposure.
Added in current filing · verify on EDGAR →
On March 26, 2026, we entered into a settlement agreement with Edison S.p.A. ("Edison") to resolve the outstanding arbitration proceedings. Pursuant to the settlement agreement, the arbitration was terminated in June 2026.
The company settled the Edison arbitration in March 2026, terminating the proceeding in June 2026. The baseline filing did not disclose this settlement; it removes one of the four post-COD SPA disputes.
Previous filing · verify on EDGAR →
The remedies sought by these customers include damages ranging between $6.7 billion and $7.4 billion, rather than the termination of the post-COD SPA. These disputes are subject to the relevant seller aggregate liability cap of approximately $1.6 billion under the relevant post-COD SPAs. Certain of these customers are also disputing whether the liability limitations in the Calcasieu Project's post-COD SPAs are applicable, and therefore are claiming damages, including amounts in excess of the liability limitations.
Current filing · verify on EDGAR →
The 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.
The aggregate damages sought by the remaining two post-COD SPA customers (excluding BP and Edison) is now stated as "in excess of $2.4 billion" vs the prior "$6.7 billion and $7.4 billion" range. The applicable liability cap is now $425M vs the prior ~$1.6B. The reduction reflects the Edison settlement and the BP award being carved out; the remaining two disputes are smaller in scale.
Previous filing · verify on EDGAR →
Tariffs — The global trade landscape is currently highly volatile. Various countries have announced plans for and/or have already implemented new or modified tariffs. In April 2025, the United States announced broad reciprocal tariffs on imports from all countries. This included a 10% baseline tariff and higher country-specific tariffs. This resulted in some countries announcing additional retaliatory tariffs, or plans for retaliatory tariffs. Various bilateral trade negotiations are ongoing and additional negotiations may take place, any of which could result in further changes to country-specific trade policies and tariffs. For example, the United States announced a framework trade deal in July 2025 pursuant to which certain European Union goods entering the United States would be subject to a 15% tariff, and the European Union would commit to make $750 billion of strategic energy purchases, covering oil, LNG and nuclear technology, during President Trump’s term in office. There can be no assurance as to the outcome of any ongoing or additional negotiations, or as to the final terms of the trade deal with the European Union. The European Union is the largest provider of foreign-sourced equipment for our LNG construction projects by dollar value. Global economic uncertainty and any related reduction in economic activity or capital investment may slow growth in global GDP or lead to global recession. Accordingly, these tariffs and any retaliatory actions from other countries could have a material impact on our financial condition, results of operations and/or cash flows through reduced demand and competitiveness for both our long term and short term contract sales in countries that may be affected by those policies, and increased project costs for future imported equipment and materials. The Company continues to monitor this dynamic situation.
Current filing · verify on EDGAR →
Tariffs and trade policy — The global trade environment remains fluid. U.S. and foreign tariff actions, including retaliatory measures, have increased equipment and material costs for certain of our construction projects and have affected LNG demand and pricing in some markets. We rely on significant equipment imported from the EU and additional duties or deterioration in trade relations could increase project costs—particularly for our CP2 Project and expansion projects—and reduce competitiveness. Actual impacts will depend on changes in tariff regimes, supplier negotiations, procurement strategies and delivery timing.
The tariff discussion shifted from detailed policy chronology to a more general statement that the trade environment "remains fluid" and tariffs "have increased" costs. The current filing drops the specific EU trade-deal terms and the global-recession scenario, focusing instead on CP2 and expansion project cost risk. The tone is less granular and more forward-looking on cost impact.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
In February 2026, the U.S. Supreme Court ruled tariffs imposed by the federal government under IEEPA were invalid. Following the U.S. Supreme Court's ruling, U.S. Customs and Border Protection established a process for submitting refund claims. At this time, we expect to recover approximately $40 million of IEEPA tariff refunds as confirmed by U.S. Customs and Border Protection. We are working with our suppliers to obtain reimbursement of these tariffs; however, the outcome and timing of such recoveries remains uncertain.
The U.S. Supreme Court invalidated IEEPA tariffs in February 2026, and the company expects to recover approximately $40M in refunds. The baseline filing did not disclose this development; it represents a modest cash inflow and cost recovery.
Removed from previous filing · verify on EDGAR →
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 Company is currently evaluating the enacted legislation and will recognize the related tax impacts in the period of enactment.
The baseline filing disclosed the July 2025 enactment of the One Big Beautiful Bill Act and stated the company was evaluating the tax impacts. The current filing does not mention this legislation. The omission is a lifecycle removal: the Act was enacted in July 2025, the company evaluated it, and any material impacts would now be reflected in the tax provision. The announcement itself is no longer current news.
Removed from previous filing · verify on EDGAR →
In April 2025, the FERC approved our request to enter into 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.
The baseline filing described the Plaquemines Expansion Project (18.6 mtpa, later increased to 24.8 mtpa) and the withdrawal of the Delta Project. The current filing does not repeat this narrative. This is a lifecycle removal: the FERC pre-filing and capacity-increase request were discrete 2025 events; the current filing focuses on the CP2 Expansion (11.7 mtpa) filed in May/July 2026. The Plaquemines Expansion remains in the regulatory pipeline but is no longer breaking news.
Notes
Major debt refinancings, new credit facilities, CP2 Phase 2 FID, redemption of CP Funding preferred units, and expanded segment disclosures.
Added in current filing · verify on EDGAR →
In March 2026, Phase 2 of the CP2 Project achieved FID. At FID, CP2, a wholly owned indirect subsidiary of the Company, amended and restated its CP2 Credit Facilities to obtain an additional $8.6 billion of project financing for the development and construction of Phase 2. The amendment increased (i) the CP2 Construction Term Loan by $7.9 billion to $19.1 billion and (ii) the CP2 Working Capital Facility by $750 million to $1.6 billion. As amended, the CP2 Credit Facilities provide aggregate commitments of $20.7 billion to fund a portion of the project costs for Phases 1 and 2 of the CP2 Project, as well as certain activities related to the CP2 Expansion Project. CP2 incurred $334 million of financing costs, primarily lender fees, which are being amortized over the term of the facilities.
The company achieved Final Investment Decision (FID) for Phase 2 of the CP2 Project in March 2026, securing $8.6 billion in additional project financing. This brings total CP2 Credit Facilities to $20.7 billion, funding both Phase 1 and Phase 2 construction plus CP2 Expansion activities. The FID milestone signals the project has met commercial and technical thresholds to proceed with full-scale construction.
Added in current filing · verify on EDGAR →
In April 2026, Calcasieu Funding fully redeemed the CP Funding Redeemable Preferred Units for $1.6 billion with proceeds from the issuance of the Calcasieu Funding TLB Facility. The redemption removed the requirement to settle accrued distributions on the CP Funding Redeemable Preferred Units before distributing available cash to VGLNG or its affiliates.
The company redeemed $1.6 billion of CP Funding Redeemable Preferred Units in April 2026 using proceeds from a new $1.75 billion term loan B facility. This redemption eliminates a distribution waterfall restriction that previously required settling accrued preferred distributions before cash could flow to the parent, improving cash flexibility at the Calcasieu Project level.
Added in current filing · verify on EDGAR →
In June 2026, VGLNG, a wholly owned direct subsidiary of the Company, issued $2.25 billion aggregate principal amount of senior secured notes in two series: (i) $1.125 billion of 6.375% senior secured notes due December 2034 (the "VGLNG 2034 Notes") and (ii) $1.125 billion of 6.625% senior secured notes due June 2036 (the "VGLNG 2036 Notes"). The Company incurred $29 million of financing costs, primarily lender fees, which will be amortized over the term of the notes. Proceeds from the issuance were used to redeem in full the $2.25 billion outstanding 8.125% senior secured notes due 2028 (the "VGLNG 2028 Notes"). The redemption was accounted for as a debt extinguishment and resulted in a $70 million loss on financing transactions, including a $46 million early redemption premium.
VGLNG refinanced $2.25 billion of 8.125% notes due 2028 with new 6.375% and 6.625% notes due 2034 and 2036, reducing interest expense and extending maturities. The company incurred a $70 million loss on the transaction (including a $46 million early redemption premium), but the lower coupon rates will reduce ongoing interest costs.
Added in current filing · verify on EDGAR →
In June 2026, VGSH, a wholly owned indirect subsidiary of the Company, entered into a $1.5 billion variable rate senior secured term loan facility due June 2032 (the "VG Shipping Facility"). Borrowings under the VG Shipping Facility bear interest at a SOFR-based rate or a base rate, subject to a 0.000% floor, plus a 2.000% margin or 1.000% margin, respectively. The facility also includes a commitment fee of 0.800% on undrawn amounts. The Company incurred $44 million of financing costs, primarily lender fees, which will be amortized over the term of the facility. Proceeds from the VG Shipping Facility were used to reimburse VGLNG for prior LNG tanker acquisition payments, fund certain reserve accounts, and pay transaction costs.
The company established a new $1.5 billion shipping-focused credit facility in June 2026 to finance its LNG tanker fleet. Proceeds reimbursed the parent for prior tanker purchases and funded reserve accounts. This dedicated shipping facility separates vessel financing from project-level debt, providing dedicated capital for the company's direct sales and shipping business.
Added in current filing · verify on EDGAR →
In April 2026, Calcasieu Funding, a wholly owned indirect subsidiary of the Company, entered into a $1.75 billion variable rate senior secured term loan B facility due April 2033 (the "Calcasieu Funding TLB Facility"). The facility bears interest at the Company's election at either a SOFR-based rate or a base rate, plus an applicable margin of 3.250% and 2.250%, respectively. The Company incurred $49 million of financing costs, including $26 million as a debt discount, to be amortized over the term of the facility. A portion of the proceeds was used to redeem in full the $1.6 billion CP Funding Redeemable Preferred Units discussed in Note 14 – Redeemable Stock of Subsidiary, and to pay related transaction costs.
Calcasieu Funding raised $1.75 billion via a new term loan B facility in April 2026, using proceeds to redeem the $1.6 billion CP Funding Redeemable Preferred Units. This replaces preferred equity with senior debt, likely at a lower cost of capital and with improved cash distribution flexibility.
Added in current filing · verify on EDGAR →
In April 2026, VGCP issued $750 million aggregate principal amount of 6.000% senior secured notes due May 2036 (the “VGCP 2036 Notes”). The Company incurred $14 million of financing costs, primarily lender fees, which will be amortized over the term of the notes. Proceeds from the issuance, together with cash on hand, were used to prepay in full the $757 million outstanding under the Calcasieu Pass Construction Term Loan. The prepayment was accounted for as a debt extinguishment and resulted in a $2 million loss on financing transactions during the six months ended June 30, 2026.
VGCP issued $750 million of 6.000% notes due 2036 and used proceeds to prepay the Calcasieu Pass Construction Term Loan in full. This refinancing extends maturity and locks in fixed-rate financing for the Calcasieu Project, replacing variable-rate construction debt with long-term fixed-rate bonds.
Added in current filing · verify on EDGAR →
In June 2026, VGCP, a controlled indirect subsidiary of the Company, refinanced the Calcasieu Pass Working Capital Facility, and extended the maturity date from August 2026 to June 2033. The Company incurred $17 million of financing costs related to the refinancing, primarily lender fees, which will be amortized over the remaining term of the facility.
The Calcasieu Pass Working Capital Facility was refinanced in June 2026, extending maturity from August 2026 to June 2033. This seven-year extension eliminates near-term refinancing risk and provides long-term working capital capacity for the Calcasieu Project.
Previous filing · view on EDGAR →
June 30, 2025 Unsatisfied transaction price(a) Weighted average recognition timing (in years) LNG revenue $ 197.9 19.5 years
Current filing · view on EDGAR →
June 30, 2026 Unsatisfied transaction price(a) Weighted average recognition timing (in years) LNG revenue $ 334.9 19.3 years
The company's contracted future revenue backlog increased from $197.9 billion (June 2025) to $334.9 billion (June 2026), a $137 billion or 69% increase. This reflects new long-term LNG sales agreements signed during the period, primarily for the CP2 and Plaquemines projects. The weighted average recognition timing remained stable at approximately 19 years, indicating the new contracts have similar durations to the existing portfolio.
Previous filing · view on EDGAR →
Total outstanding debt 30,503
Current filing · view on EDGAR →
Total outstanding debt 42,386
Total outstanding debt increased from $30.5 billion (June 2025) to $42.4 billion (June 2026), an increase of $11.9 billion or 39%. This reflects the CP2 Phase 2 FID financing ($8.6 billion), the VG Shipping Facility ($1.5 billion), the Calcasieu Funding TLB Facility ($1.75 billion), and the VGCP 2036 Notes ($750 million), partially offset by debt prepayments and refinancings.
Added in current filing · verify on EDGAR →
In the third quarter of 2025, the Company became reasonably certain to exercise renewal options for certain land leases, which extended the remaining lease terms and the estimated useful lives of the related terminal assets. This resulted in a $90 million and $181 million reduction to depreciation expense, or $0.04 and $0.07 increase in basic and diluted earnings per share for the three and six months ended June 30, 2026, respectively.
The company extended the estimated useful lives of Plaquemines Project terminal assets in Q3 2025 after becoming reasonably certain to exercise land lease renewal options. This accounting change reduced depreciation expense by $90 million and $181 million in Q2 and H1 2026, respectively, increasing EPS by $0.04 and $0.07. The change reflects a longer expected operating life for the facility.
Previous filing · verify on EDGAR →
Total notional $ 6,747 $ 6,225 $ 9,058
Current filing · verify on EDGAR →
Total notional $ 18,278 $ 8,435 $ 5,427
The notional amount of outstanding interest rate swaps increased from $6.2 billion (June 2025) to $8.4 billion (June 2026), reflecting new swaps entered in connection with the CP2 Phase 2 financing and the Calcasieu Funding TLB Facility. The company uses interest rate swaps to hedge variable-rate debt exposure; the increase aligns with the growth in variable-rate project debt.
Added in current filing · view on EDGAR →
Plaquemines Expansion Project Development CP2 ... Expansion Project Development
The company added two new development-stage projects to its project portfolio table: the Plaquemines Expansion Project and the CP2 Expansion Project. These are "bolt-on" expansions at existing sites leveraging shared infrastructure. The disclosure signals the company is advancing additional liquefaction capacity beyond the base Plaquemines and CP2 projects.
Show 3 minor / wording changes
Removed from previous filing · view on EDGAR →
CP2 Bridge Facilities(d) 885 —
The CP2 Bridge Facilities ($885 million outstanding at June 2025) are no longer present in the June 2026 debt schedule. Per the baseline's subsequent events note, these facilities were prepaid in full in July 2025 upon CP2 Phase 1 achieving FID and obtaining $15.1 billion in project financing. This is a lifecycle removal — the bridge facilities were interim financing replaced by permanent project debt.
Removed from previous filing · view on EDGAR →
Equity method investments 173 327
The Equity method investments line item ($173 million at June 2025) is absent from the June 2026 balance sheet. Per the baseline notes, the company acquired the remaining equity interests in Kagami 1 (May 2025) and Kagami 2 (July 2025), consolidating these LNG tanker entities. The removal reflects the completion of these acquisitions and the conversion of equity method investments to consolidated property, plant and equipment.
Previous filing · view on EDGAR →
DS&S
Current filing · verify on EDGAR →
Sales and shipping
The company renamed the "DS&S" (Direct Sales and Shipping) segment to "Sales and shipping" in the June 2026 segment disclosures. This is a presentational change with no impact on the underlying business or financial results; the segment continues to report LNG tanker operations and direct LNG sales activities.
Risk Factors
New risk factor added regarding potential legal proceedings with customers that could result in substantial payments or SPA terminations.
Added in current filing · verify on EDGAR →
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.
The company has added a new risk factor disclosing current or potential legal proceedings with customers. Unsuccessful outcomes could result in substantial payments, termination of post-commercial-operation-date solar power agreements (SPAs), debt acceleration at the project level, and negative stock price impact.
Financial Statements
Primary statements from SEC XBRL (companyfacts). Labels and figures as reported — not generated by the model.
Consolidated Statements of Operations (Unaudited)
| Description | Q2 ended Jun 30, 2026 | Q2 ended Jun 30, 2025 |
|---|---|---|
| Revenue: | ||
| Total revenue / net sales | 4,578 | 3,101 |
| Operating expenses: | ||
| Research and development | 23.0 | 57.0 |
| General and administrative | 112.0 | 103.0 |
| Total operating expenses | 2,390 | 2,063 |
| Operating income | 2,188 | 1,038 |
| Interest expense | 489.0 | 310.0 |
| Other income/(expense), net | (435.0) | (447.0) |
| Income before income taxes | 1,753 | 591.0 |
| Income tax expense/(benefit) | 336.0 | 116.0 |
| Net income | 1,417 | 475.0 |
| Basic earnings per share | 0.54 | 0.15 |
| Diluted earnings per share | 0.51 | 0.14 |
Consolidated Balance Sheets (Unaudited)
| Description | Jun 30, 2026 | Jun 30, 2025 |
|---|---|---|
| Current assets: | ||
| Cash and equivalents | 3,120 | 2,247 |
| Accounts receivable, net | 844.0 | 673.0 |
| Inventories | 290.0 | 184.0 |
| Prepaid expenses and other current assets | 110.0 | 696.0 |
| Other current assets | 165.0 | 178.0 |
| Total current assets | 4,529 | 3,978 |
| Operating lease right-of-use assets, net | 707.0 | 569.0 |
| Deferred income taxes and other assets | 506.0 | 553.0 |
| Other long-term assets | 55,773 | 41,411 |
| TOTAL ASSETS | 61,515 | 46,511 |
| Current liabilities: | ||
| Current portion of long-term debt | 287.0 | 197.0 |
| Accounts payable | 828.0 | 601.0 |
| Current portion of operating lease liabilities | 50.0 | 67.0 |
| Accrued liabilities | 2,706 | 2,059 |
| Other current liabilities | (50.0) | (67.0) |
| Total current liabilities | 3,821 | 2,857 |
| Long-term debt | 41,527 | 29,774 |
| Operating lease liabilities | 690.0 | 514.0 |
| Deferred income taxes and other liabilities | 2,715 | 1,920 |
| Other long-term liabilities | 683.0 | 1,035 |
| Total liabilities | 49,436 | 36,100 |
| Redeemable preferred stock | — | 1,606 |
| Shareholders' equity: | ||
| Capital in excess of stated value | 2,313 | 2,180 |
| Accumulated other comprehensive income (loss) | (232.0) | (242.0) |
| Retained earnings (deficit) | 6,466 | 3,307 |
| Total shareholders' equity | 8,572 | 5,269 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 61,515 | 46,511 |
Consolidated Statements of Cash Flows (Unaudited)
| Description | Six months ended Jun 30, 2026 | Six months ended Jun 30, 2025 |
|---|---|---|
| Operating Activities: | ||
| Net cash from operating activities | 2,835 | 2,572 |
| Investing Activities: | ||
| Net cash from investing activities | (6,675) | (6,404) |
| Financing Activities: | ||
| Net cash from financing activities | 5,005 | 2,140 |
| Net increase/(decrease) in cash | 1,165 | (1,692) |
Amounts in millions USD; EPS as reported. Line labels are presentation-friendly mappings of filer XBRL tags — not a re-audit of the full statements. Use EDGAR for interactive notes and detail. Interactive statements & notes on EDGAR ↗
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 12, 2026 · How we verify