Cheniere (NYSE: LNG) EVP gets new RSU grant, withholds shares for tax

Rhea-AI Filing Summary

Cheniere Energy EVP, CLO and Corporate Secretary Sean N. Markowitz reported equity compensation activity involving common stock and restricted stock units on February 11, 2026. A previously granted award of 2,939 restricted stock units vested and was converted into 2,939 shares of common stock, increasing his directly held common shares to 87,403 before tax settlement.

To cover tax liabilities from the vesting, 1,157 common shares were withheld at a price of $219.41 per share, leaving 86,246 common shares directly owned afterward. The filing also shows 5,880 restricted stock units remaining from the earlier award and a new grant of 10,186 restricted stock units, which vest in equal installments on February 11 of 2027, 2028, and 2029 and may be settled in shares or cash.

Insights

Equity compensation analyst

Routine RSU vesting, tax withholding, and a new grant, with no open-market trades.

Cheniere Energy’s EVP, CLO and Corporate Secretary Sean N. Markowitz reported standard equity compensation events. A previously granted block of 2,939 restricted stock units vested and was converted into an equal number of common shares, reflecting non-cash compensation rather than an open-market purchase.

To satisfy tax obligations tied to this vesting, 1,157 common shares were withheld at a price of $219.41 per share, reducing the post-tax common share balance to 86,246. Separately, he received a new grant of 10,186 restricted stock units, which vest in three equal tranches on February 11, 2027, February 11, 2028, and February 11, 2029.

The remaining 5,880 restricted stock units from the earlier award and the new 10,186-unit grant represent future compensation that may be settled in either common stock or cash, as specified. Given the absence of discretionary open-market buying or selling, these transactions appear as routine executive compensation administration rather than a directional signal.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Markowitz Sean N

(Last) (First) (Middle)

845 TEXAS AVENUE

SUITE 1250

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cheniere Energy, Inc. [ LNG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CLO and Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		M		2,939	A	(1)	87,403	D
Common Stock	02/11/2026		F		1,157(2)	D	$219.41	86,246	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/11/2026		M			2,939	(3)	(3)	Common Stock	2,939	$0	5,880	D
Restricted Stock Units	(4)	02/11/2026		A		10,186		(5)	(5)	Common Stock	10,186	$0	10,186	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a right to receive one share of common stock of Cheniere Energy, Inc. ("the Company") or the cash equivalent thereof.

2. These shares were withheld by the Company in order to satisfy the Reporting Person's tax liability incident to a vesting of restricted stock units.

3. Represents the portion of the previously reported RSU grant that vested February 11, 2026.

4. Each grant of a RSU is the economic equivalent of one share of common stock of the Company.

5. These RSUs vest in equal installments on each of February 11, 2027, February 11, 2028, and February 11, 2029, and may be paid in the Company's common stock or in cash.

Remarks:

	/s/ Sean N. Markowitz	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transactions did Cheniere Energy (LNG) report for Sean N. Markowitz?

Cheniere Energy EVP Sean N. Markowitz reported vesting of 2,939 restricted stock units into common stock, withholding of 1,157 shares for taxes at $219.41 per share, and a new grant of 10,186 restricted stock units with multi-year vesting.

Did the Cheniere Energy (LNG) insider buy or sell shares on the open market?

The filing shows no open-market purchases or sales. Shares were acquired through vesting and conversion of 2,939 restricted stock units, while 1,157 shares were withheld by the company solely to satisfy tax liabilities from that vesting event.

How many Cheniere Energy (LNG) shares does Sean N. Markowitz own after the reported Form 4?

After the reported transactions, Sean N. Markowitz directly owns 86,246 shares of Cheniere Energy common stock. This reflects the RSU vesting into 2,939 shares and the withholding of 1,157 shares to cover taxes related to that vesting event.

What new restricted stock units did the Cheniere Energy (LNG) executive receive?

Sean N. Markowitz received a new grant of 10,186 restricted stock units. These units vest in equal installments on February 11, 2027, February 11, 2028, and February 11, 2029, and may be settled either in Cheniere Energy common stock or cash.

How are Cheniere Energy (LNG) restricted stock units treated in this Form 4?

Each restricted stock unit represents the right to receive one Cheniere Energy common share or its cash equivalent. In this filing, 2,939 units vested into common stock, 5,880 units remain from the earlier grant, and 10,186 new units were awarded with future vesting dates.

Why were some Cheniere Energy (LNG) shares disposed of in the insider report?

The 1,157 Cheniere Energy shares marked as disposed were withheld by the company to pay the executive’s tax liability from RSU vesting. This tax-withholding disposition, coded “F”, reflects compensation administration rather than a discretionary sale into the market.