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Following the positive decision in the arbitration with Shell NA LNG LLC ("Shell") as previously disclosed in the Current Report on Form 8-K filed on August 12, 2025, Venture Global Calcasieu Pass, LLC ("VGCP"), an indirect subsidiary of Venture Global, Inc. ("Venture Global" or the "Company"), has reached another resolution with a post-COD SPA customer related to an arbitration proceeding concerning the Calcasieu Pass facility. The settlement has no material impact on the Company. This arbitration is now resolved in its entirety. The Company remains committed to its long-term contractual relationships and looks forward to continuing to supply this customer with low-cost U.S. liquefied natural gas (LNG).
Separately, on October 8, 2025, the International Chamber of Commerce ("ICC") International Court of Arbitration informed VGCP that a partial final award had been issued in the previously disclosed arbitration proceedings with BP Gas Marketing Limited ("BP") regarding LNG sales from the Calcasieu Project under the long-term LNG sales and purchase agreement entered into by VGCP and BP (the "SPA"). Among other remedies, BP is seeking damages in excess of $1.0 billion, as well as interest, costs and attorneys' fees.
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 SPA, along with certain other obligations. Remedies will be determined in a separate damages hearing, which has not been scheduled but is anticipated to occur in 2026. 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 Company does not anticipate that the final award will be subject to the seller aggregate liability cap in the SPA.
The Company is disappointed by the arbitration tribunal's decision in the proceeding with BP, which it believes contradicts the decisive findings in the prior arbitration involving Shell and 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 our position. Importantly, the award does not impact the terms of the SPA as entered into and presently performed by the parties, as evidenced by 14 cargos delivered to BP to date from the Calcasieu Project pursuant to the SPA.
