Venture Global 获ICC部分裁决认定其延迟宣布Calcasieu项目COD构成违约，但赔偿上限为1.7亿美元

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 7, 2026
Venture Global, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-42486
93-3539083
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1001 19th Street North, Suite 1500
22209
Arlington
,
VA
(Zip Code)
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (
202
)
759-6740
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, $0.01 par value per share
VG
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01 Regulation FD Disclosure.
On October 7, 2026, the International Chamber of Commerce (“ICC”) International Court of Arbitration informed Venture Global Calcasieu Pass, LLC (“VGCP”) that a partial final award had been issued in the previously disclosed arbitration proceedings with Galp Trading S.A. (“Galp”) regarding LNG sales from the Calcasieu Project under the long-term LNG sales and purchase agreement entered into by VGCP and Galp (the “SPA”).
The award issued by the arbitration tribunal, acting primarily as a majority, found that VGCP had breached its obligation to declare COD of the Calcasieu Project in a timely manner pursuant to the SPA. Remedies will be determined in a separate damages hearing, which has not been scheduled but is anticipated to occur in 2027 or 2028. A final award is expected to follow the damages portion of the hearing. Based on the terms of the award issued by the arbitration tribunal, the final award will be subject to the $170 million seller aggregate liability cap in the SPA. One of the three arbitrators forming the tribunal issued a separate dissent, disagreeing with the findings of the majority as to the breach of the obligation to declare COD of the Calcasieu Project in a timely manner.
The Company is disappointed by the majority arbitration tribunal’s decision in the proceeding with Galp, which it believes
contradicts the decisive findings in prior arbitrations involving Shell and Repsol, as well as
the facts verified by independent third parties and regulatory agencies with oversight of the Calcasieu Project
.
The Company is currently evaluating all available options in response to the tribunal’s ruling and will continue to vigorously defend its position. Importantly, the award does not impact the terms of the SPA as entered into and presently performed by the parties, as evidenced by the twenty cargos that have been delivered to Galp to date from the Calcasieu Project pursuant to the SPA since the commercial operation date of the Calcasieu Project occurred on April 15, 2025.
For 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
on our Annual Report on Form 10-K for the year ended December 31, 2025.
The information in this Item 7.01, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, included herein are “forward-looking statements.” In some cases, forward-looking statements can be identified by terminology such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology.
These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include expectations relating to the outcome of the arbitrations currently pending against us, the terms of any interim or final awards issued in the context of such arbitrations and the potential exposure to other legal proceedings and/or arbitrations that public authorities, shareholders, suppliers, contractors, customers and others may seek to bring against us. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause the outcome of such arbitrations and/or legal proceedings to differ materially from the outcomes expressed or implied by the forward-looking statements. Those factors are
more fully detailed in our most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) and any subsequent reports filed with the SEC. In addition, any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Exhibit Title or Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Venture Global, Inc.
Dated: October 8, 2026
By:
/s/ Jonathan Thayer
Jonathan Thayer
Chief Financial Officer