Cheniere Energy SEC Filings

RAUF ZAMIR reported acquisition or exercise transactions in this Form 4 filing.

Cheniere Energy Partners, L.P. reported that director Zamir Rauf received a grant of 3,103 phantom units on July 14, 2026. Each phantom unit is economically equivalent to one common unit and will vest on the first anniversary of the grant date.

Cheniere Energy Partners, L.P. has a Form 3 on file for Michael Jennings. The report identifies Jennings as a director of the partnership, and indicates that he is not an officer and not a ten percent owner. It shows no transactions, no derivative positions, and does not list any securities holdings for Jennings.

Jennings Michael reported acquisition or exercise transactions in this Form 4 filing.

Cheniere Energy Partners, L.P. reported that director Michael Jennings received a grant of 3,103 phantom units on July 14, 2026. Each phantom unit is equivalent to one common unit and is payable in common units. The phantom units vest on the first anniversary of the grant date, and Jennings now holds 3,103 phantom units directly following this award.

Cheniere Energy Partners, L.P. appointed Michael Jennings and Zamir Rauf as independent members of the Board of Directors of its general partner, effective July 14, 2026. Jennings joins the Conflicts Committee and CMI SPA Committee, while Rauf joins the Conflicts, Audit, and Executive Committees.

They replace James R. Ball and Oliver G. Richard, III, whose resignations were stated not to result from any disagreement regarding operations, policies, or practices. Each new director receives an annual equity award of $200,000 in phantom units under the Long-Term Incentive Plan and an annual cash fee of $100,000 for 2026, plus a standard indemnification agreement.

Cheniere Energy Partners, L.P. closed a private offering of $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056. These senior unsecured Notes rank equally with its other unsubordinated debt and are fully guaranteed by certain subsidiaries.

The 2036 Notes mature on November 30, 2036 and the 2056 Notes on November 30, 2056, with cash interest paid semi-annually each May 30 and November 30, starting November 30, 2026. Cheniere Partners can redeem the Notes before their par call dates at a make-whole price, or at 100% of principal plus interest on or after the applicable par call dates.

Cheniere Partners also entered into a Registration Rights Agreement, committing to use commercially reasonable efforts to exchange the privately placed Notes for registered securities and, in some cases, to file a shelf registration. If it does not meet these registration timelines, holders are entitled to additional interest.

Director Ellis L. McCain of Cheniere Energy Partners, L.P. reported compensation-related equity activity involving common units and phantom units. On May 29, 2026, McCain exercised previously granted phantom units, acquiring 3,000 common units, split into four transactions of 750 units each.

These phantom units had vested in 25% tranches tied to earlier grants made between 2022 and 2025, with each phantom unit economically equivalent to one common unit. After the transactions, McCain directly holds 20,250 common units and 3,000 phantom units, reflecting ongoing participation in the partnership’s long-term incentive program.

Cheniere Energy Partners, L.P. has entered into a lump-sum, turnkey EPC contract with Bechtel Energy, Inc. for Phase 1 of the Sabine Pass Expansion Project, under which its subsidiary SPLV will pay approximately $4.69 billion for Train 7 and a boil-off gas re-liquefaction unit at the Sabine Pass LNG terminal in Louisiana.

The contract covers engineering, procurement, construction, commissioning and start-up, and Bechtel has received a limited notice to proceed. Phase 1 is expected to provide over 6 mtpa of LNG production capacity and is supported by long-term commercial agreements, with a final investment decision targeted by early 2027, subject to regulatory approvals and financing. The filing also notes updated services agreements anticipating additional trains and a press release announcing the EPC contract and LNTP.

Cheniere Energy Partners, L.P. entered into a purchase agreement to issue $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056. The notes will be issued at 99.511% and 99.698% of par, respectively, with closing expected on June 9, 2026.

Cheniere Partners plans to use the proceeds for general partnership purposes, including potential repayment, refinancing or redemption of existing debt such as Sabine Pass Liquefaction, LLC’s 5.00% Senior Secured Notes due 2027. Sabine Pass Liquefaction issued an irrevocable notice to redeem $1.5 billion of these 2027 notes, to be funded with note proceeds and cash on hand.

Cheniere Energy Partners, L.P. reported first quarter 2026 results and reaffirmed its full-year 2026 distribution guidance. Revenue rose to $3.6 billion, up 20% from $2.99 billion a year earlier, while net income declined to $186 million from $641 million.

The net income drop was mainly driven by $677 million of non-cash unfavorable fair value changes on commodity derivatives tied to long-term Integrated Production Marketing agreements. Adjusted EBITDA increased 13% to $1.175 billion, reflecting higher total margins per MMBtu of LNG delivered.

The Partnership declared a first-quarter 2026 cash distribution of $0.790 per common unit, including a $0.775 base and $0.015 variable component, payable May 15, 2026. It reconfirmed full-year 2026 distribution guidance of $3.10–$3.40 per common unit, maintaining a $3.10 base distribution.