03/19/2026 | Press release | Distributed by Public on 03/19/2026 16:05
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $12.97 | 03/18/2026 | A | 500,000 | (7) | 03/18/2036 | Class A Common Stock | 500,000 | $ 0 | 500,000 | D | ||||
| Stock Options | $1.16(8) | 03/18/2026 | M | 71,698 | (9) | 06/17/2030 | Class A Common Stock | 71,698 | $ 0 | 22,529,960(8) | D | ||||
| Stock Options | $1.16(8) | 03/18/2026 | M | 536,514 | (9) | 06/17/2030 | Class A Common Stock | 536,514 | $ 0 | 21,993,446(8) | D | ||||
| Stock Options | $1.16(8) | 03/18/2026 | M | 2,900 | (9) | 06/17/2030 | Class A Common Stock | 2,900 | $ 0 | 21,990,546(8) | D | ||||
| Stock Options | $1.16(8) | 03/19/2026 | M | 49,612 | (9) | 06/17/2030 | Class A Common Stock | 49,612 | $ 0 | 21,940,934(8) | D | ||||
| Stock Options | $1.16(8) | 03/19/2026 | M | 2,520,800 | (9) | 06/17/2030 | Class A Common Stock | 2,520,800 | $ 0 | 19,420,134(8) | D | ||||
| Stock Options | $1.16(8) | 03/19/2026 | M | 40,699 | (9) | 06/17/2030 | Class A Common Stock | 40,699 | $ 0 | 19,379,435(8) | D | ||||
| Stock Options | $3.39(10) | (7) | 05/12/2032 | Class A Common Stock | (10) | 4,520,331(10) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Thayer Jonathan W C/O VENTURE GLOBAL, INC. 1001 19TH STREET NORTH, SUITE 1500 ARLINGTON, VA 22209 |
Chief Financial Officer | |||
| /s /Keith Larson, Attorney-in-Fact for Thayer Jonathan W | 03/19/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.99 to $13.98 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (10) | This stock option was previously reported as covering 1,000 shares of Class A Common Stock at an exercise price of $15,300 per share but was adjusted to reflect the Stock Split. |
| (2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.99 to $14.98 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (3) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.99 to $15.08 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (4) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.86 to $14.85 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (5) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.87 to $16.80 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (6) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.86 to $15.85 per share, inclusive. Upon request by the staff of the Securities and Exchange Commission, the Issuer or any securityholder of the Issuer, the Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (7) | This stock option shall vest in equal quarterly installments on each of the first 16 quarterly anniversaries of the grant date, subject to the reporting person's continuous service through each applicable vesting date. |
| (8) | This stock option was previously reported as covering 5,000 shares of Class A Common Stock at an exercise price of $5,200 per share but was adjusted to reflect the stock split that occurred immediately prior to the consummation of the Issuer's initial public offering (the "Stock Split"). |
| (9) | This stock option is fully vested and exercisable. |