Cheniere Energy (LNG) to issue $1.75B notes and redeem $1.5B 2027 debt

Rhea-AI Filing Summary

Cheniere Energy, Inc., through its subsidiary Cheniere Energy Partners, L.P., agreed 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 sold to initial purchasers at slight discounts to par.

Sabine Pass Liquefaction, LLC, a wholly owned subsidiary of Cheniere Partners, delivered an irrevocable notice to redeem $1.5 billion of its 5.00% Senior Secured Notes due 2027. The redemption price will be based on the greater of par or a Treasury Rate-based make-whole formula plus accrued interest.

SPL intends to fund the redemption with gross proceeds from the new notes and cash on hand, effectively refinancing near-term secured debt with longer-dated senior notes.

Insights

Credit & Capital Structure Analyst

Cheniere Partners is refinancing 2027 debt with longer-dated notes.

Cheniere Energy Partners is issuing $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056, both at small discounts to par. This extends the partnership’s debt maturity profile with two long-dated, fixed-rate tranches.

Sabine Pass Liquefaction has called $1.5 billion of 5.00% Senior Secured Notes due 2027, with the redemption price set by a Treasury Rate plus 50 basis points make-whole formula, plus accrued interest. This shifts part of the capital stack from secured 2027 notes to unsecured or less-secured, longer-tenor instruments.

SPL plans to fund the redemption using gross proceeds from the new notes and cash on hand. The net impact on leverage, interest expense, and collateralization depends on full offering settlement and the precise make-whole amount, which will be determined under the indenture formula.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New 2036 Notes: $1 billion, 5.350% Senior Notes due 2036 New 2056 Notes: $750 million, 6.050% Senior Notes due 2056 Debt redemption: $1.5 billion 5.00% Senior Secured Notes +3 more

6 metrics

New 2036 Notes $1 billion, 5.350% Senior Notes due 2036 Issued at 99.511% of par to initial purchasers

New 2056 Notes $750 million, 6.050% Senior Notes due 2056 Issued at 99.698% of par to initial purchasers

Debt redemption $1.5 billion 5.00% Senior Secured Notes Sabine Pass Liquefaction notes due 2027 to be fully redeemed

Redemption formula Treasury Rate + 50 basis points Used to calculate make-whole redemption price vs 100% principal

Par comparison 100% principal vs present value of remaining payments Redemption price is greater of par or make-whole amount

Coupon on redeemed notes 5.00% Senior Secured Notes SPL notes due 2027 being redeemed

Key Terms

Purchase Agreement, Senior Notes, Initial Purchasers, Treasury Rate, +2 more

6 terms

Purchase Agreement financial

"entered into a Purchase Agreement (the “Purchase Agreement”) with BofA Securities, Inc."

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

Senior Notes financial

"5.350% Senior Notes due 2036 and $750 million aggregate principal amount of its 6.050% Senior Notes due 2056"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Initial Purchasers financial

"BofA Securities, Inc., as representative of the initial purchasers named therein (the “Initial Purchasers”)"

Treasury Rate financial

"discounted back to the redemption date ... at the Treasury Rate ... plus 50 basis points"

The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.

make-whole financial

"the sum of the present values of the remaining scheduled payments ... discounted ... at the Treasury Rate ... plus 50 basis points"

A make-whole provision is a clause in a loan or bond that requires the borrower to pay an extra amount when repaying the debt early, intended to compensate lenders for the interest payments they will miss. It matters to investors because it changes the effective return and liquidity of a bond—reducing the incentive for borrowers to refinance and protecting holders from losing future income, much like reimbursing the remainder of a subscription if someone cancels early.

Item 7.01 regulatory

"The information contained in this Item 7.01 ... is being furnished and shall not be deemed “filed”"

Understanding 8-K Material Events →

false 0000003570 0000003570 2026-05-26 2026-05-26

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): May 26, 2026

CHENIERE ENERGY, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware		001-16383		95-4352386
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

845 Texas Avenue, Suite 1250

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 375-5000

(Registrant’s telephone number, including area code)

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)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ 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		Name of each exchange on which registered
Common Stock, $0.003 par value		LNG		NYSE

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On May 26, 2026, Cheniere Energy Partners, L.P. (“Cheniere Partners”), a subsidiary of Cheniere Energy, Inc. (“Cheniere”), and each of Cheniere Energy Investments, LLC, Sabine Pass LNG-GP, LLC, Sabine Pass LNG, L.P., Sabine Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P. and Cheniere Pipeline GP Interests, LLC, as guarantors, entered into a Purchase Agreement (the “Purchase Agreement”) with BofA Securities, Inc., as representative of the initial purchasers named therein (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $1 billion aggregate principal amount of its 5.350% Senior Notes due 2036 (the “2036 Notes”) and $750 million aggregate principal amount of its 6.050% Senior Notes due 2056 (the “2056 Notes”, and, together with the 2036 Notes, the “Notes”). The 2036 Notes will be issued at a price equal to 99.511% of par, and the 2056 Notes will be issued at a price equal to 99.698% of par.

The Purchase Agreement contains customary representations, warranties and agreements by Cheniere Partners and customary conditions to closing and indemnification obligations of Cheniere Partners and the Initial Purchasers. The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Certain Initial Purchasers and their affiliates have provided from time to time, and may provide in the future, certain investment and commercial banking and financial advisory services to Cheniere Partners and Cheniere in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.

Item 7.01 Regulation FD Disclosure.

On May 26, 2026, Cheniere Partners issued a press release announcing that it intended to offer, subject to market and other conditions, the Notes. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

On May 26, 2026, Cheniere Partners issued a press release announcing that it had priced its previously announced offering of the Notes. A copy of the press release is attached as Exhibit 99.2 to this report and incorporated herein by reference.

Sabine Pass Liquefaction, LLC (“SPL”), a wholly owned subsidiary of Cheniere Partners, issued an irrevocable notice of full redemption on May 26, 2026 for $1,500,000,000 in aggregate principal amount of its outstanding 5.00% Senior Secured Notes due 2027 (the “2027 SPL Notes”) in accordance with the terms of the indenture governing the 2027 SPL Notes, which provides for a redemption price equal to the greater of (i) 100% of the principal amount of such 2027 SPL Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such 2027 SPL Notes from the redemption date to September 15, 2026 (not including any portion of such payments of interest accrued as of the redemption date), discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as such term is defined in the indenture governing the 2027 SPL Notes) plus 50 basis points; plus, in each case, accrued and unpaid interest on such 2027 SPL Notes, if any, to the redemption date. SPL intends to fund the redemption with the gross proceeds from the sale of the Notes and cash on hand.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes. It does not constitute an offer to purchase, or a solicitation of an offer to sell the 2027 SPL Notes, and it does not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. The foregoing does not constitute a notice of redemption with respect to the 2027 SPL Notes.

The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Purchase Agreement, dated as of May 26, 2026, among Cheniere Energy Partners, L.P., the guarantors party thereto and BofA Securities, Inc. (incorporated by reference to Exhibit 1.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366, filed on May 27, 2026).
99.1*		Press Release, dated May 26, 2026, entitled “Cheniere Partners Announces Offering of Senior Notes due 2036 and Senior Notes due 2056” (incorporated by reference to Exhibit 99.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 27, 2026).
99.2*		Press Release, dated May 26, 2026, entitled “Cheniere Partners Announces Pricing of $1 Billion Senior Notes due 2036 and $750 Million Senior Notes due 2056” (incorporated by reference to Exhibit 99.2 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 27, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				CHENIERE ENERGY, INC.
Dated: May 27, 2026				By:		/s/ Zach Davis
				Name:		Zach Davis
				Title:		Executive Vice President and Chief Financial Officer

FAQ

What new debt is Cheniere Energy Partners (LNG) issuing?

Cheniere Energy Partners is issuing $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056. Both tranches will be sold to initial purchasers at prices slightly below par value.

How will Cheniere Energy Partners use proceeds from the new notes?

Sabine Pass Liquefaction, a Cheniere Partners subsidiary, intends to use the gross proceeds from the new notes, together with cash on hand, to fund the full redemption of $1.5 billion aggregate principal amount of its 5.00% Senior Secured Notes due 2027.

What are the key terms of the Sabine Pass Liquefaction 2027 notes redemption?

Sabine Pass Liquefaction issued an irrevocable notice to redeem $1.5 billion of 5.00% Senior Secured Notes due 2027. The redemption price will be the greater of 100% of principal or a Treasury Rate-based make-whole amount, plus accrued and unpaid interest to the redemption date.

Who is purchasing the new Cheniere Energy Partners senior notes?

The senior notes will be sold to initial purchasers represented by BofA Securities, Inc. under a Purchase Agreement. The agreement includes customary representations, closing conditions, and indemnification obligations between Cheniere Energy Partners and the initial purchasers.

Does this Cheniere Energy (LNG) report constitute an offer to sell the notes?

No. The disclosure explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy the new notes, nor an offer to purchase the 2027 Sabine Pass Liquefaction notes, in any jurisdiction where such actions would be unlawful.

What information about these transactions is treated as furnished, not filed?

Information in Item 7.01, including attached press releases about the offering and pricing of the notes, is being furnished. It is not deemed filed for purposes of Section 18 of the Exchange Act or incorporated into other filings, except by specific reference.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB