# Cheniere Energy, Inc.: Form 10-Q for the period ended Sep 30, 2026

- Company: [Cheniere Energy, Inc.](/companies/lng.md) (CIK 3570)
- Form: 10-Q
- Filed: 2026-10-29
- Accepted by EDGAR: Oct 28, 2026, 17:31 ET
- Period: 2026-09-30
- Accession: 0000003570-26-000038
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/3570/000000357026000038/lng-20260930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/3570/000000357026000038/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-07-01 to 2026-09-30 | $6.10bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2026-01-01 to 2026-09-30 | $18.36bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Selling, general and administrative | 3 months, 2026-07-01 to 2026-09-30 | $112.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2026-01-01 to 2026-09-30 | $336.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2026-07-01 to 2026-09-30 | $1.92bn | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2026-01-01 to 2026-09-30 | $2.72bn | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-07-01 to 2026-09-30 | $285.0m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2026-01-01 to 2026-09-30 | $827.0m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2026-07-01 to 2026-09-30 | $168.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2026-01-01 to 2026-09-30 | $193.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-07-01 to 2026-09-30 | $1.17bn | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2026-01-01 to 2026-09-30 | $736.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-07-01 to 2026-09-30 | $5.65 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2026-01-01 to 2026-09-30 | $3.51 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-07-01 to 2026-09-30 | $5.67 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2026-01-01 to 2026-09-30 | $3.52 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-07-01 to 2026-09-30 | 206,900,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2026-01-01 to 2026-09-30 | 209,100,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2026-01-01 to 2026-09-30 | $5.12bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2026-01-01 to 2026-09-30 | $2.65bn | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2026-01-01 to 2026-09-30 | $347.0m | us-gaap:PaymentsOfDividends |
| Share repurchases | 9 months, 2026-01-01 to 2026-09-30 | $1.82bn | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-09-30 | $1.66bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-09-30 | $4.71bn | us-gaap:AssetsCurrent |
| Total assets | at 2026-09-30 | $48.84bn | us-gaap:Assets |
| Current liabilities | at 2026-09-30 | $5.24bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-09-30 | $36.87bn | us-gaap:Liabilities |
| Long-term debt | at 2026-09-30 | $22.58bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2026-09-30 | $1.35bn | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2026-09-30 | $6.55bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 60,047 characters.

### Information Regarding Forward-Looking Statements

This quarterly report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “**Exchange Act”**). All statements, other than statements of historical or present facts or conditions, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things:

- statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions or portions thereof, by certain dates, or at all;
- statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
- statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;
- statements relating to Cheniere’s capital deployment, including intent, ability, extent and timing of capital expenditures, debt repayment, dividends, share repurchases and execution on the capital allocation plan;
- statements regarding our future sources of liquidity and cash requirements;
- statements relating to the construction of our Trains and pipelines, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;
- statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
- statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
- statements regarding our planned development and construction of additional Trains or pipelines, including the financing of such Trains or pipelines;
- statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
- statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;
- statements relating to our goals, commitments and strategies in relation to environmental matters;
- statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions;
- statements regarding our anticipated LNG and natural gas marketing activities; and
- any other statements that relate to non-historical or future information.

All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “achieve,” “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “plan,” “potential,” “predict,” “project,” “pursue,” “target,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this quarterly report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained in this quarterly report are not guarantees of future performance and that such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements as a result of a variety of factors described in this quarterly report and in the other reports and other information that we file with the SEC, including those discussed under “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

### Introduction

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future.

Our discussion and analysis includes the following subjects:

- Overview
- Overview of Significant Events
- Results of Operations
- Liquidity and Capital Resources
- Summary of Critical Accounting Estimates
- Recent Accounting Standards

### Overview

Cheniere, a Delaware corporation, is a Houston-based energy infrastructure company primarily engaged in LNG-related businesses. We provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world. We aspire to conduct our business in a safe and responsible manner, delivering a reliable, competitive and integrated source of LNG to our customers.

LNG is natural gas (primarily methane) in liquid form and is a cleaner dispatchable fuel for power generation. The LNG we produce is shipped all over the world, converted back into natural gas (called “regasification”) and then transported via pipeline to homes and businesses and used as an energy source that is essential for heating, cooking and other industrial uses.

As of September 30, 2026, we were the largest producer of LNG in the U.S. and the second largest LNG operator globally, based on the total production capacity of our natural gas liquefaction facilities. Our total production capacity is expected to be over 60 mtpa of LNG, inclusive of estimated debottlenecking opportunities, of which approximately 5 mtpa was under construction and the remainder was in operation as of September 30, 2026, comprised of the following:

- over 30 mtpa of total production capacity in operation from natural gas liquefaction facilities located in Cameron Parish, Louisiana at Sabine Pass (the “**SPL Project”**). We own and operate the SPL Project and export facility (the “**Sabine Pass LNG Terminal”**), one of the largest LNG production facilities in the world, through our ownership interest in and management agreements with CQP, which is a publicly traded limited partnership. As of September 30, 2026, we owned 100% of the general partner interest, a 48.6% limited partner interest and 100% of the incentive distribution rights of CQP. The Sabine Pass LNG Terminal also has five LNG storage tanks with aggregate capacity of approximately 17 Bcfe and vaporizers with regasification capacity of approximately 4 Bcf/d, as well as three marine berths, two of which can accommodate vessels with nominal capacity of up to 266,000 cubic meters and the third berth, which can accommodate vessels with nominal capacity of up to 200,000 cubic meters. We also own and operate through CQP a 94-mile natural gas supply pipeline that interconnects the Sabine Pass LNG Terminal with several large interstate and intrastate pipelines (the “**Creole Trail Pipeline”).**
- over 30 mtpa of total expected production capacity, inclusive of estimated debottlenecking opportunities, including over 25 mtpa in operation and approximately 5 mtpa under construction as of September 30, 2026, from our natural gas liquefaction and export facility located near Corpus Christi, Texas (the “**Corpus Christi LNG Terminal”**), of which we have 100% ownership interest. The Corpus Christi LNG Terminal also has three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. We also own and operate through CCP an approximately 21-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several large interstate and intrastate natural gas pipelines (the “**Corpus Christi Pipeline”**). The project under construction at the Corpus Christi LNG Terminal consists of two midscale Trains that is expected to add total production capacity of approximately 5 mtpa of LNG once fully completed, inclusive of estimated debottlenecking opportunities (the “**CCL Midscale Trains 8 & 9 Project”** and together with the existing assets at the Corpus Christi LNG Terminal and the Corpus Christi Pipeline, the “**CCL Project”).**

Our long-term counterparty arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows, and include SPAs, in which our customers are generally required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, and long-term IPM agreements, in which a gas producer sells natural gas to us on a global LNG or natural gas index price, less a fixed liquefaction fee, shipping and other costs. The SPAs also have a variable fee component, which is primarily indexed to Henry Hub and generally structured to cover the cost of natural gas purchases, transportation and liquefaction fuel consumed to produce LNG. Since we procure most of our feedstock for LNG production from the U.S., the structure of these contracts helps limit our exposure to fluctuations in U.S. natural gas prices. Through our SPAs and long-term IPM agreements currently in effect, with approximately 15 years of weighted average remaining life as of September 30, 2026, we have contracted approximately 95% of the total anticipated production from the SPL Project and the CCL Project (collectively, the “**Liquefaction Projects”**) through the mid-2030s, excluding volumes from contracts with terms less than 10 years and volumes from SPAs that are conditional on additional liquefaction capacity beyond what is currently in construction or operation, subject to unilateral waiver by us. LNG produced by the Liquefaction Projects that is not contracted under long-term contracts is available for Cheniere Marketing, our integrated marketing function, to sell in the global market under spot sales or other short-term agreements.

#### Disciplined Accretive Growth

We remain focused on safety, operational excellence and customer satisfaction. Increasing demand for LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. Our capital allocation plan is designed, in part, to invest in financially disciplined growth accretive to our common stock. Capital investment parameters are the foundation of our disciplined, accretive growth, and include consideration to:

- Achieve value accretive returns through long-term commercial contracts: We aim to contract approximately 90% of our current and planned liquefaction capacity under long-term SPAs and long-term IPM agreements with creditworthy counterparties under the pricing structures described above, with financial parameters that consider, among other things, targeted unlevered returns that exceed our cost of equity and return on stock at prevailing stock prices and project leverage. Our success in securing long-term commercial contracts at desired returns is influenced by global LNG and natural gas market conditions and other uncertainties described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.
- Achieve credit accretive returns: We aim to conservatively fund our projects through financing structures that sustain our long-term, run-rate leverage and credit metrics. Our ability to secure the required financing is influenced by market interest rates and other factors described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

We have increased available liquefaction capacity at our Liquefaction Projects as a result of debottlenecking and other optimization projects. We believe these factors provide a foundation for additional growth in our portfolio of customer contracts in the future. We hold significant land positions at both the Sabine Pass LNG Terminal and the Corpus Christi LNG Terminal, which provide opportunity for further liquefaction capacity expansion. We are developing a two-phased expansion adjacent to the SPL Project, inclusive of three liquefaction trains and supporting infrastructure, with an expected total peak production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “**SPL Expansion Project”**). The first phase is expected to include one liquefaction train, a boil-off gas re-liquefaction unit and related infrastructure and tie-ins to the existing Sabine Pass LNG Terminal. Inclusive of estimated debottlenecking opportunities, the first phase is expected to have total production capacity of over 6 mtpa of LNG. As discussed below, we have advanced certain commercialization, financing, engineering and procurement activities for the first phase. Additionally, we are developing a further expansion adjacent to the CCL Project in a phased approach, inclusive of four liquefaction trains and supporting infrastructure, with an expected total peak production capacity of up to 24 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “**CCL Expansion Project”).**

Our activities, including our expansion activities, are highly regulated and require regulatory approvals at various stages, including approvals of the FERC and DOE under Sections 3 and 7 of the NGA, as well as several other material governmental and regulatory approvals and permits. The progression of our expansion projects is dependent on receiving all regulatory approvals required within the respective stages. See our annual report on Form 10-K for the fiscal year ended December 31, 2025 for further discussion of the regulations under federal, state and local statutes, rules, regulations and laws to which we are subject and associated risk factors relating to regulations. The production capacity of our expansion projects is anticipated based on capacity, scale, location and infrastructure, as well as subject to regulatory review and approval, and may change based on design considerations, engagement with contractors and other factors. The expected production capacity is further subject to adjustment for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities.

Our expansion projects and any future expansions at our sites require, among other things, regulatory approvals and acceptable commercial and financing arrangements before we make a positive FID. Risks associated with cost overruns and delays in the completion of our expansion projects are described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

The following table summarizes pre-FID development efforts and certain key milestones associated with the SPL Expansion Project and the CCL Expansion Project:

| Regulatory | Expected total peak production capacity of LNG Milestone FERC authorizations: | SPL Expansion Project Up to ~ 20 mtpa | CCL Expansion Project Up to 24 mtpa |
| --- | --- | --- | --- |
|  | Final environmental impact statement | ü | (1) |
|  | Order under Section 3 of NGA | Pending | Pending |
|  | Certification to commence construction | Pending | Pending |
|  | DOE export authorization: |  |  |
|  | FTA countries | ü | ü |
|  | Non-FTA countries | Pending | Pending |
| **Commercialization and Other Contracting** | Definitive SPAs and IPM agreements | Secured – first phase(2) | Progressing |
|  | Financing | Commitments obtained – first phase(3) | (4) |
|  | Definitive full-scope EPC contract | Executed – first phase(5) |  |
| **Target Milestone** | FID | 2026/2027 – first phase | 2027/2028 – first phase |

ü indicates that the applicable regulatory approval or development milestone has been received or completed, as applicable, and may remain subject to conditionality

(1) In September 2026, we received a draft environmental impact statement from the FERC relating to the CCL Expansion Project.

(2) Commercial support for the SPL Expansion Project and the CCL Expansion Project includes definitive agreements entered into by project entities and affiliates, including agreements available for assignment or novation to the applicable project entity.

(3) We have obtained commitments for a term loan credit facility to finance the construction costs of the first phase of the SPL Expansion Project that are not expected to be funded with available cash. Closing and funding under the financing remain subject to customary conditions, including the issuance of a positive FID with respect to the first phase of the SPL Expansion Project.

(4) If we reach a positive FID with respect to the applicable phase of the CCL Expansion Project, we currently expect to fund a portion of the related construction costs through borrowings under available committed facilities and/or additional indebtedness.

(5) In May 2026, SPL Stage V entered into a lump sum, turnkey EPC contract with Bechtel Energy, Inc. (“**Bechtel”**) for the first phase of the SPL Expansion Project and has commenced early engineering and procurement pursuant to the limited notices to proceed (“**LNTPs”**) issued.

### Overview of Significant Events

Our significant events since January 1, 2026 and through the filing date of this Form 10-Q include the following:

### Strategic

#### Growth

- In September 2026, we received a final environmental impact statement from the FERC relating to the SPL Expansion Project.
- In June 2026, we received authorization from the FERC to increase the LNG production capacity of the previously-authorized project consisting of seven midscale Trains (the “**Corpus Christi Stage 3 Project”**) and the CCL Midscale Trains 8 & 9 Project by approximately 5 mtpa in aggregate.
- In May 2026, SPL Stage V entered into a lump sum, turnkey EPC contract with Bechtel for the first phase of the SPL Expansion Project and has commenced early engineering and procurement pursuant to the LNTPs issued.
- Following our pre-filing in July 2025, in February 2026, we filed an application with the FERC under the NGA for authorization to site, construct and operate in a phased approach the CCL Expansion Project, a potential further expansion of the Corpus Christi LNG Terminal, inclusive of four liquefaction trains and supporting infrastructure, with an expected total peak production capacity of up to 24 mtpa of LNG, inclusive of estimated debottlenecking opportunities.

#### Commercialization

- In October 2026, SPL and CCL entered into long-term LNG SPAs with QatarEnergy to supply in aggregate up to 4 mtpa of LNG on an FOB basis beginning in the early 2030s through 2054, with 1 mtpa subject to, among other things, a positive FID with respect to the first phase of the SPL Expansion Project.
- In September 2026, Cheniere Marketing entered into a long-term LNG SPA with Petrobras to supply 0.8 mtpa of LNG on an FOB basis for 22 years.
- In February 2026, Cheniere Marketing entered into its second long-term LNG SPA with CPC Corporation, Taiwan (“**CPC”**), under which CPC has agreed to purchase up to approximately 1.2 mtpa of LNG from Cheniere Marketing on a DAP basis from 2026 through 2050.

### Operational

- As of October 23, 2026, approximately 5,120 cumulative LNG cargoes totaling over 350 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Projects.
- In March, June and August 2026, substantial completions of Trains 5, 6 and 7, respectively, of the Corpus Christi Stage 3 Project were achieved.

### Financial

- In June 2026, we entered into the following debt transactions concurrently:
- We entered into a Commitment Increase and Maturity Extension Agreement for the Cheniere Third Amended and Restated Revolving Credit Agreement (the “**Cheniere Revolving Credit Facility”**) to increase the aggregate commitments by $500 million to $1.75 billion and extend the maturity date by one year;
- CCH entered into the $1.0 billion CCH Revolving Credit Agreement (the “**CCH Revolving Credit Facility”**), which amended and restated the previous working capital facility agreement (the “**CCH Working Capital Facility”**) to, among other things, decrease the aggregate commitments by $500 million, extend the maturity date by approximately four years and reduce the rates applicable to its interest and fees; and
- CCH entered into an amendment to the Second Amended and Restated Term Loan Facility Agreement (the “**CCH Credit Facility”**) to, among other things, extend the availability period for disbursements of term loans to December 31, 2027.
- In June 2026, CQP issued and sold $1.0 billion aggregate principal amount of 5.350% Senior Notes due 2036 (the “**2036 CQP Senior Notes”**) and $750 million aggregate principal amount of 6.050% Senior Notes due 2056 (the “**2056 CQP Senior Notes”**), and a portion of the net proceeds were used to fully redeem $1.5 billion aggregate principal amount of SPL’s 5.00% Senior Secured Notes due 2027 (the “**2027 SPL Senior Notes”**), as well as for general corporate purposes, including funding a portion of the LNTPs related to the first phase of the SPL Expansion Project.
- In March 2026, Cheniere issued and sold $1.0 billion aggregate principal amount of 5.200% Senior Notes due 2036 (the “**2036 Cheniere Senior Notes”**) and $750 million aggregate principal amount of 6.000% Senior Notes due 2056 (the “**2056 Cheniere Senior Notes”**), and a portion of the net proceeds was used to prepay $550 million of CCH’s outstanding borrowings under the CCH Credit Facility. Concurrently, we canceled $600 million of unused commitments under the CCH Credit Facility, and in May 2026, we canceled an additional $600 million of unused commitments.
- In October 2026, S&P Global Ratings upgraded its rating of CCH’s senior secured notes from BBB+ to A- with a stable outlook.
- In February 2026, Moody’s Ratings (“**Moody’s”**) upgraded its rating of Cheniere’s senior unsecured notes from Baa3 to Baa2 with a stable outlook. Moody’s also upgraded its rating of CCH’s senior secured notes from Baa2 to Baa1 with a stable outlook.
- In February 2026, our board of directors (our “**Board”**) approved an increase in our share repurchase authorization to approximately $10 billion from 2026 through 2030 with a $9 billion increase to the existing authorization.
- During the three and nine months ended September 30, 2026, we accomplished the following pursuant to our capital allocation priorities:
- We repurchased approximately 2.8 million and 7.7 million shares of our common stock, respectively, as part of our share repurchase program for approximately $731 million and $1.8 billion, respectively.
- SPL repaid $54 million and $307 million aggregate principal amount of its senior notes, respectively, exclusive of amounts refinanced, as noted above.
- We paid dividends of $0.555 and $1.665 per share of common stock, respectively.
- We continued to invest in accretive organic growth, including our investments in the Corpus Christi Stage 3 Project, the CCL Midscale Trains 8 & 9 Project, the SPL Expansion Project and the Gregory Power Plant, a natural gas-fired combined cycle facility located in San Patricio County, Texas, as further described under *Investing Cash Flows* in Sources and Uses of Cash within Liquidity and Capital Resources.

### Results of Operations

### Consolidated results of operations

*(in millions, except per share data)*

| Revenues | Three Months Ended September 30, 2026 | 2025 | Variance | Nine Months Ended September 30, 2026 | 2025 | Variance |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| LNG revenues | $6,099 | $4,302 | $1,797 | $17,461 | $14,122 | $3,339 |
| Regasification revenues | 34 | 34 | — | 102 | 102 | — |
| Other revenues | 40 | 105 | (65) | 210 | 302 | (92) |
| Total revenues | 6,173 | 4,441 | 1,732 | 17,773 | 14,526 | 3,247 |
| Operating costs and expenses |  |  |  |  |  |  |
| Cost of sales (excluding operating and maintenance expense and depreciation, amortization and accretion expense shown separately below) | 3,207 | 1,750 | 1,457 | 11,964 | 6,438 | 5,526 |
| Operating and maintenance expense | 540 | 447 | 93 | 1,598 | 1,479 | 119 |
| Selling, general and administrative expense | 112 | 81 | 31 | 336 | 296 | 40 |
| Depreciation, amortization and accretion expense | 393 | 338 | 55 | 1,146 | 979 | 167 |
| Other operating costs and expenses | 6 | 8 | (2) | 12 | 26 | (14) |
| Total operating costs and expenses | 4,258 | 2,624 | 1,634 | 15,056 | 9,218 | 5,838 |
| Income from operations | 1,915 | 1,817 | 98 | 2,717 | 5,308 | (2,591) |
| Other income (expense) |  |  |  |  |  |  |
| Interest expense, net of capitalized interest | (285) | (236) | (49) | (827) | (702) | (125) |
| Interest and dividend income | 21 | 23 | (2) | 56 | 91 | (35) |
| Other income (expense), net | 3 | (5) | 8 | (37) | 14 | (51) |
| Total other expense | (261) | (218) | (43) | (808) | (597) | (211) |
| Income before income taxes and NCI | 1,654 | 1,599 | 55 | 1,909 | 4,711 | (2,802) |
| Less: income tax provision | 168 | 303 | (135) | 193 | 850 | (657) |
| Net income | 1,486 | 1,296 | 190 | 1,716 | 3,861 | (2,145) |
| Less: net income attributable to NCI | 316 | 247 | 69 | 980 | 833 | 147 |
| Net income attributable to Cheniere | $1,170 | $1,049 | $121 | $736 | $3,028 | $(2,292) |
| Net income per share attributable to common stockholders—basic | $5.67 | $4.76 | $0.91 | $3.52 | $13.63 | $(10.11) |
| Net income per share attributable to common stockholders—diluted | $5.65 | $4.75 | $0.90 | $3.51 | $13.59 | $(10.08) |

### Volumes loaded and recognized from the Liquefaction Projects(1)

| (in TBtu) | Three Months Ended September 30, 2026 Operational | Commissioning | Total | Nine Months Ended September 30, 2026 Operational | Commissioning | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Volumes loaded during the current period | 683 | 2 | 685 | 2,034 | 11 | 2,045 |
| Volumes loaded during the prior period but recognized during the current period | 71 | 1 | 72 | 23 | 1 | 24 |
| Less: volumes loaded during the current period and in transit at the end of the period | (61) | — | (61) | (61) | — | (61) |
| Total volumes recognized in the current period(1) | 693 | 3 | 696 | 1,996 | 12 | 2,008 |

32

| (in TBtu) | Three Months Ended September 30, 2025 Operational | Commissioning | Total | Nine Months Ended September 30, 2025 Operational | Commissioning | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Volumes loaded during the current period | 579 | 7 | 586 | 1,731 | 13 | 1,744 |
| Volumes loaded during the prior period but recognized during the current period | 32 | — | 32 | 39 | — | 39 |
| Less: volumes loaded during the current period and in transit at the end of the period | (30) | (1) | (31) | (30) | (1) | (31) |
| Total volumes recognized in the current period(1) | 581 | 6 | 587 | 1,740 | 12 | 1,752 |

(1) For certain delivered LNG sales, volumes recognized as revenue may differ from loaded volumes due to normal transit-related consumption and losses, including boil-off gas and vessel heel.

### Components of LNG revenues and corresponding LNG volumes recognized

| LNG revenues (in millions): | Three Months Ended September 30, 2026 | 2025 | Variance | Nine Months Ended September 30, 2026 | 2025 | Variance |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| LNG from the Liquefaction Projects sold under third party long-term agreements(1) | $4,027 | $3,481 | $546 | $12,373 | $10,824 | $1,549 |
| LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements(2) | 1,876 | 630 | 1,246 | 5,082 | 2,593 | 2,489 |
| LNG procured from third parties(2) | 70 | 38 | 32 | 486 | 188 | 298 |
| Net derivative gain (loss) | 65 | 102 | (37) | (677) | 320 | (997) |
| Other revenues | 61 | 51 | 10 | 197 | 197 | — |
| Total LNG revenues | $6,099 | $4,302 | $1,797 | $17,461 | $14,122 | $3,339 |
| Volumes recognized in LNG revenues (in TBtu)(3): |  |  |  |  |  |  |
| LNG from the Liquefaction Projects sold under third party long-term agreements(1) | 574 | 525 | 49 | 1,644 | 1,537 | 107 |
| LNG from the Liquefaction Projects sold by our integrated marketing function under short-term agreements(2) | 119 | 56 | 63 | 352 | 203 | 149 |
| LNG procured from third parties(2) | 4 | 3 | 1 | 40 | 18 | 22 |
| Total volumes recognized in LNG revenues(3) | 697 | 584 | 113 | 2,036 | 1,758 | 278 |

(1) Long-term agreements include agreements with an initial tenor of 12 months or more.

(2) Includes volumes sold under short-term agreements and a portion of volumes sold from natural gas procured under long-term IPM agreements.

(3) For certain delivered LNG sales, volumes recognized as revenue may differ from loaded volumes due to normal transit-related consumption and losses, including boil-off gas and vessel heel.

### Net income attributable to Cheniere

Net income attributable to Cheniere increased by $121 million and decreased by $2.3 billion during the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025.

The increase between the three month periods was primarily due to:

- $417 million increase in revenues, net of cost of sales and excluding changes in fair value of agreements accounted for as derivative instruments, from increased production volumes, largely due to additional Trains of the Corpus Christi Stage 3 Project in operation during 2026 as well as from the higher proportion of our cargoes sold at prices indexed to global LNG or natural gas benchmarks; and
- $135 million favorable change in income tax provision as further described below under the caption *Income tax provision*; partially offset by:
- $197 million total increase in operating and maintenance expense, depreciation expense and interest expense, net of capitalized interest, primarily as a result of additional Trains of the Corpus Christi Stage 3 Project in operation; and
- $142 million of unfavorable changes in the fair value of agreements accounted for as derivative instruments (before tax and the impact of NCI), primarily due to $654 million of favorable fair value changes recognized on our long-term IPM agreements in 2025 that did not recur in 2026 due to our NPNS designation in June 2026 because these agreements were no longer subject to recurring fair value measurement, as further described below, partially offset by $470 million of favorable fair value changes recognized between the periods on our derivatives related to financial positions to economically hedge the purchase and sale of physical LNG.

The decrease between the nine month periods was primarily due to:

- $3.6 billion of unfavorable changes in the fair value of agreements accounted for as derivative instruments (before tax and the impact of NCI), largely associated with our long-term IPM agreements prior to the NPNS designation in June 2026, as further described below. The changes in the fair value of our long-term IPM agreements reflected $2.3 billion of losses recognized in the nine months ended September 30, 2026 due, in part, to geopolitical uncertainties and instabilities discussed below in *Significant factors affecting our results of operations*, compared with $1.5 billion of gains recognized in the same period of 2025; and
- $411 million total increase in operating and maintenance expense, depreciation expense and interest expense, net of capitalized interest, primarily as a result of additional Trains of the Corpus Christi Stage 3 Project in operation; partially offset by:
- $1.3 billion increase in revenues, net of cost of sales and excluding changes in fair value of agreements accounted for as derivative instruments, from increased production volume due to additional Trains of the Corpus Christi Stage 3 Project in operation during 2026 as well as from contributions from optimization activities and the higher proportion of our cargoes sold at prices indexed to global LNG or natural gas benchmarks, and $370 million in certain excise tax credits recognized in the first quarter of 2026; and
- $657 million favorable change in income tax provision as further described below under the caption *Income tax provision.*

In June 2026, we designated the NPNS scope exception under Accounting Standards Codification Topic 815, *Derivatives and Hedging*, for certain IPM agreements providing for natural gas deliveries along the U.S. Gulf Coast. This designation comprised approximately 73% of total fixed minimum contractual IPM agreement volumes at the designation date. The remaining 27% of such total volumes was comprised of agreements for which deliveries occur upstream of our liquefaction facilities and were excluded from the NPNS designation. The NPNS exception is available for contracts that are expected to be physically settled and used or sold in the normal course of business, which is consistent with our intended purpose to consume the delivered physical natural gas to produce LNG. Our designation considered increased observable U.S. Gulf Coast third-party physical natural gas market activity involving contracts indexed to global LNG or natural gas prices, among other factors, in evaluating whether the pricing mechanism is consistent with the economics of the underlying physical market. Following the NPNS designation, physical natural gas purchases under these agreements are no longer remeasured at fair value through earnings. Amounts are recognized under the applicable inventory and cost-of-sales guidance as the natural gas is received, consumed in the production process and the related LNG is sold. The estimated fair values of these agreements as of the designation date were established as the new cost basis and are being amortized into cost of sales on a systematic basis over the remaining expected terms of the agreements. Because recognition is based on the timing and volume of contract deliveries, the amounts recognized in any reporting period are expected to vary and are not expected to follow a linear pattern. These non-cash amounts reflect the amortization of deferred gains and losses established at the designation date rather than changes in current-period market prices. If it is determined that the contracts designated as NPNS no longer meet the scope exception, the contracts would be recorded at fair value and any gains and losses would be immediately recognized in earnings.

The following is an expanded discussion of the material drivers of the variance in net income attributable to Cheniere:

### Revenues

The $1.7 billion and $3.2 billion increases in total revenues during the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025 were primarily attributable to $1.4 billion and $3.3 billion increases in LNG revenues, respectively, due to higher volumes of LNG and higher pricing per MMBtu, primarily as a result of increased global LNG prices between both the three and nine month periods, and additionally due to an increase in U.S. natural gas prices between the nine month periods.

### Operating costs and expenses

The $1.6 billion and $5.8 billion increases in total operating costs and expenses during the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025 were primarily attributable to:

- $551 million and $3.5 billion, respectively, of unfavorable changes in the fair value of agreements accounted for as derivative instruments recognized in cost of sales, of which $598 million and $3.7 billion, respectively, related to the long-term IPM agreements designated as NPNS in June 2026, as further described above under the caption *Net income attributable to Cheniere*. The unfavorable variance between the three month periods was primarily attributable to favorable fair value changes recognized on these agreements in 2025 that did not recur following the NPNS designation, because these agreements were no longer subject to recurring fair value measurement. The unfavorable variance between the nine month periods also reflected losses recognized on these agreements prior to the NPNS designation in June 2026, compared with gains recognized in the same period of 2025, due in part to changes in global LNG pricing dynamics associated with geopolitical uncertainties and instabilities discussed below;
- $749 million and $2.1 billion increases, respectively, in the cost of natural gas feedstock, due to increased volume of LNG delivered between both the three and nine month periods, and additionally due to an increase in U.S. natural gas prices between the nine month periods;
- $93 million and $119 million increases, respectively, in operating and maintenance expense and $55 million and $167 million increases, respectively, in depreciation, amortization and accretion expense primarily as a result of additional Trains of the Corpus Christi Stage 3 Project in operation; partially offset by:
- $370 million reduction to cost of sales from the recognition of certain excise tax credits during the nine months ended September 30, 2026, as further discussed in the Liquidity and Capital Resources section of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

### Income tax provision

The $135 million favorable variance in income tax provision during the three months ended September 30, 2026 as compared to the same period of 2025 was primarily attributable to the decrease in our effective tax rate, as further described below. The $657 million favorable variance in income tax provision during the nine months ended September 30, 2026 as compared to the same period of 2025 was primarily attributable to a lower income tax expense due to a $2.8 billion decrease in pre-tax income as well as the decrease in our effective tax rate, as further described below.

Our effective tax rate was 10.2% and 10.1% for the three and nine months ended September 30, 2026, respectively, as compared to 18.9% and 18.0% during the same periods of 2025, respectively. Our effective tax rate decreased between the comparable periods primarily due to a change in the proportion of our pre-tax income attributable to CQP, which is partially not taxable to us, and increased Foreign Derived Deduction Eligible Income (“**FDDEI”)** deduction. For all periods presented, the effective tax rate was lower than the 21.0% statutory rate primarily due to CQP’s income that is partially not taxable to us, with the FDDEI deduction further reducing the effective tax rate for the three and nine months ended September 30, 2026.

### Net income attributable to NCI

Net income attributable to NCI during the three and nine months ended September 30, 2026 increased $69 million and $147 million, respectively, as compared to the same periods of 2025 due to $133 million and $286 million increases in CQP’s consolidated net income, respectively, primarily from higher margins from favorable pricing effects associated with LNG volumes delivered during the comparable periods, partially offset by unfavorable changes in the fair value of agreements accounted for as derivative instruments between the nine month periods.

### Significant factors affecting our results of operations

Below are significant factors that affect our results of operations.

#### Gains and losses on derivative instruments

Derivative instruments, which we use to manage certain risks, are reported at fair value in our Consolidated Financial Statements unless they qualify for, and we designate, an applicable scope exception under Accounting Standards Codification Topic 815, including the NPNS scope exception.

As discussed above under *Net income attributable to Cheniere*, we designated the NPNS scope exception in June 2026 for certain IPM agreements previously accounted for as derivative instruments. Those agreements are no longer subject to recurring fair value adjustments and the market-driven earnings variability will be mitigated for those contracts that would have otherwise been marked-to-market in the absence of such designation.

Conversely, commodity contracts accounted for as derivative instruments and for which we have not designated the NPNS exception remain subject to fair value accounting in which gains and losses arising from changes in fair value affect earnings. For such contracts, the underlying LNG sales being economically hedged are accounted for under the accrual method of accounting, whereby revenues expected to be derived from the future LNG sales are recognized only upon delivery or realization of the underlying transaction. Notwithstanding the operational intent to mitigate risk exposure over time, the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, and given the significant volumes, long-term duration and volatility in price basis for certain of our derivative contracts, the use of derivative instruments may result in continued volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors that may be outside of our control. For example, as described in Note 5—Derivative Instruments of our Notes to Consolidated Financial Statements, the fair value of the Liquefaction Supply Derivatives incorporates, as applicable, market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, as well as the timing of satisfaction of certain events. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

#### Commissioning volumes

Prior to substantial completion of a Train, amounts received from the sale of commissioning volumes from that Train are offset against LNG terminal construction-in-process, because these amounts are earned or loaded during the testing phase for the construction of that Train and are necessary activities to bring the asset to the condition for its intended use. During the three and nine months ended September 30, 2026, we realized offsets to LNG terminal costs of $28 million and $106 million, respectively, corresponding to 3 and 12 TBtu, respectively, of LNG as compared to $47 million and $102 million, respectively, corresponding to 6 and 12 TBtu, respectively, of LNG in the same periods of 2025 that were related to the sale of commissioning volumes associated with the Corpus Christi Stage 3 Project.

#### Additional liquefaction capacities

The CCL Midscale Trains 8 & 9 Project is currently under construction and is expected to add approximately 5 mtpa of operational liquefaction capacity, inclusive of estimated debottlenecking opportunities, once all Trains reach substantial completion. As of September 30, 2026, all seven Trains of the Corpus Christi Stage 3 Project were in operation, while as of September 30, 2025, only the first two Trains of the Corpus Christi Stage 3 Project were in operation. The operation and maintenance of these Trains and increased LNG volumes produced are expected to result in higher revenues and operating costs and expenses. However, prior to the commencement of long-term SPAs associated with these volumes, the additional volumes will be sold by our integrated marketing function at prevailing market prices. Additionally, potential expansion projects that increase the amount of LNG volumes produced, including those discussed above in *Disciplined Accretive Growth,* would also be expected to result in higher revenues and operating costs and expenses.

#### Geopolitical uncertainties and instabilities

Global natural gas and LNG markets continue to experience supply constraints, liquefaction capacity limitations, shipping and transit disruptions affecting key global LNG trade routes and heightened geopolitical uncertainty in key producing and consuming regions. These conditions may contribute to continued volatility in global natural gas and LNG prices and fluctuations in regional price differentials. While our long-term contractual arrangements provide a significant degree of stability to our cash flows, a portion of our results remains exposed to changes in global natural gas and LNG prices and regional price differentials, including through LNG volumes sold under short-term agreements, optimization activities and certain derivative instruments. Accordingly, the extent to which favorable global LNG pricing and regional price differentials contributed to our results during 2026 may not recur in future periods, and changes in these market conditions could have either a favorable or unfavorable effect on our future results of operations and cash flows.

#### Business seasonality

Our quarterly results are affected by production levels, timing of our maintenance activities and the resulting availability of volumes. Therefore, operating profit may not be generated evenly throughout the year. Weather variations, including temperature, have an impact on LNG output at our Liquefaction Projects. Our Liquefaction Projects are capable of relatively higher production volumes during the cooler months as compared to the summer months. We typically perform our scheduled major maintenance activities at our sites during shoulder months in the second and third quarters in order to mitigate the impact to our annual operating results.

### Liquidity and Capital Resources

The following information describes our ability to generate and obtain adequate amounts of cash to meet our requirements in the short term and the long term. In the short term, we expect to meet our cash requirements using operating cash flows and available liquidity, consisting of cash and cash equivalents, restricted cash and cash equivalents and available commitments under our credit facilities. Additionally, we expect to meet our long term cash requirements by using operating cash flows and other future potential sources of liquidity, which may include debt and equity offerings by us or our subsidiaries.

The table below provides a summary of our available liquidity (in millions). Future material sources of liquidity are discussed below.

|  | September 30, 2026 |
| --- | ---: |
| Cash and cash equivalents(1) | $1,663 |
| Restricted cash and cash equivalents(1) | 393 |
| Available commitments under our credit facilities(2): |  |
| SPL Revolving Credit Facility | 873 |
| CQP Revolving Credit Facility | 1,000 |
| CCH Credit Facility | 1,510 |
| CCH Revolving Credit Facility | 890 |
| Cheniere Revolving Credit Facility | 1,750 |
| Total available commitments under our credit facilities | 6,023 |
| Total available liquidity | $8,079 |

(1) Amounts presented include $569 million of cash and cash equivalents and $35 million of restricted cash and cash equivalents held by our consolidated VIE, all of which were related to CQP, as discussed in Note 6—Non-Controlling Interests and Variable Interest Entities of our Notes to Consolidated Financial Statements.

(2) Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of September 30, 2026. Additionally, we have secured commitments for a term loan credit facility to finance the construction costs of the first phase of the SPL Expansion Project, as discussed above in *Overview*, and to amend and extend the maturity of our $2.0 billion of aggregate revolving credit facilities at CQP and SPL, including the reallocation of $250 million in commitments from the SPL Revolving Credit Facility to the CQP Revolving Credit Facility. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to September 30, 2026 will be driven by future sources of liquidity and future cash requirements. For a discussion of our future sources and uses of liquidity, see the liquidity and capital resources disclosures in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Although our sources and uses of cash are presented below from a consolidated standpoint, SPL, CQP, CCH and Cheniere operate with independent capital structures. Certain restrictions or requirements under debt and equity instruments executed by our subsidiaries limit the entity’s use of cash, including the following:

- SPL and CCH are required to deposit all cash received into restricted cash and cash equivalents accounts under certain of their debt agreements. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the Liquefaction Projects and other restricted payments. In addition, SPL and CCH’s operating costs are managed by our subsidiaries under affiliate agreements, which may require SPL and CCH to advance cash to the respective affiliates, however the cash remains restricted for operation and construction of the Liquefaction Projects;
- CQP is required under its partnership agreement to distribute to unitholders all available cash on hand at the end of a quarter less the amount of any reserves established by its general partner. Quarterly distributions by CQP are currently comprised of a base amount plus a variable amount equal to the remaining available cash per unit, which takes into consideration, among other things, amounts reserved for annual debt repayment and capital allocation goals, anticipated capital expenditures to be funded with cash, and cash reserves to provide for the proper conduct of CQP’s business;
- Our 48.6% limited partner interest, 100% general partner interest and incentive distribution rights in CQP limit our right to receive cash held by CQP to the amounts specified by the provisions of CQP’s partnership agreement; and
- SPL and CCH are restricted by affirmative and negative covenants included in certain of their debt agreements in their ability to make certain payments, including distributions, unless specific requirements are satisfied.

Despite the restrictions noted above, we believe that sufficient flexibility exists within the Cheniere complex to enable each independent capital structure to meet its currently anticipated cash requirements. The sources of liquidity at SPL, CQP and CCH primarily fund the cash requirements of the respective entity, and any remaining liquidity not subject to restriction, as supplemented by liquidity provided by Cheniere Marketing, is available to enable Cheniere to meet its cash requirements.

### Corpus Christi LNG Terminal Expansion

The following table summarizes the project completion and construction status of the CCL Midscale Trains 8 & 9 Project as of September 30, 2026:

|  | CCL Midscale Trains 8 & 9 Project |
| --- | ---: |
| Overall project completion percentage | 58.6% |
| Completion percentage of: |  |
| Engineering | 95.2% |
| Procurement | 84.9% |
| Subcontract work | 57.9% |
| Construction | 14.5% |
| Date of expected substantial completion | 2H 2028 |

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### Sources and Uses of Cash

The following table summarizes the sources and uses of our cash, cash equivalents and restricted cash and cash equivalents (in millions). The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table.

|  | Nine Months Ended September 30, 2026 | 2025 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $5,124 | $3,484 |
| Net cash used in investing activities | (2,685) | (2,263) |
| Net cash used in financing activities | (1,967) | (3,010) |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | — | (3) |
| Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | $472 | $(1,792) |

#### Operating Cash Flows

The $1.6 billion increase between the periods was primarily related to favorable changes in net operating assets and liabilities in the current period as compared to prior period, largely due to differences in timing of payments to suppliers and cash collections from the sale of LNG cargoes, and to a lesser extent, increased cash receipts from the sale of LNG cargoes due to higher revenue from higher global LNG pricing and increased production volume, as explained above in Results of Operations. Partially offsetting the increase was a decrease due to cash outflows for settlement of derivative instruments during the nine months ended September 30, 2026 compared to cash provided by settlement of derivative instruments during the same period in 2025.

#### Investing Cash Flows

Our investing net cash outflows during the nine months ended September 30, 2026 and 2025 primarily related to costs paid for the following projects, excluding associated capitalized interest: (1) $1.1 billion in each period for the Corpus Christi Stage 3 Project; (2) $709 million and $750 million, respectively, for the CCL Midscale Trains 8 & 9 Project, (3) $203 million for the SPL Expansion Project during the nine months ended September 30, 2026, primarily related to procurement activities and work performed by Bechtel under the LNTPs; (4) $245 million and $82 million, respectively, for the Gregory Power Plant, primarily related to procurement activities and facility enhancements to support the increased power requirements associated with additional Trains at the Corpus Christi LNG Terminal; and (5) optimization and other site improvement projects during both periods. We expect to continue to incur capital expenditures as construction progresses on the CCL Midscale Trains 8 & 9 Project, for engineering and procurement activities under the SPL Expansion Project LNTPs and for ongoing procurement activities and facility enhancements at the Gregory Power Plant.

#### Financing Cash Flows

The following table summarizes our financing activities (in millions):

|  | Nine Months Ended September 30, 2026 | 2025 |
| --- | ---: | ---: |
| Proceeds from issuances of debt and borrowings | $4,446 | $1,262 |
| Redemptions and repayments of debt and borrowings | (3,317) | (1,617) |
| Distributions to NCI | (594) | (600) |
| Contributions from redeemable NCI | — | 108 |
| Redemption of redeemable NCI | (136) | — |
| Payments related to tax withholdings for share-based compensation | (40) | (50) |
| Repurchase of common stock, inclusive of excise taxes paid | (1,819) | (1,687) |
| Dividends to stockholders | (347) | (332) |
| Other, net | (160) | (94) |
| Net cash used in financing activities | $(1,967) | $(3,010) |

39

#### Proceeds from Issuances of Debt and Borrowings

The following table shows the proceeds from issuances of debt and borrowings, including intra-period activity (in millions):

| Cheniere: | Nine Months Ended September 30, 2026 | 2025 |
| --- | ---: | ---: |
| 2036 Cheniere Senior Notes | $997 | $— |
| 2056 Cheniere Senior Notes | 746 | — |
| Cheniere Revolving Credit Facility | 700 | — |
| **CQP:** |  |  |
| 5.550% Senior Notes due 2035 | — | 997 |
| 2036 CQP Senior Notes | 995 | — |
| 2056 CQP Senior Notes | 748 | — |
| **SPL:** |  |  |
| SPL Revolving Credit Facility | 160 | 265 |
| **CCH:** |  |  |
| CCH Working Capital Facility | 100 | — |
| Total proceeds from issuances of debt and borrowings | $4,446 | $1,262 |

#### Redemptions and Repayments of Debt and Borrowings

The following table shows the redemptions and repayments of debt and borrowings, including intra-period activity (in millions):

| Cheniere: | Nine Months Ended September 30, 2026 | 2025 |
| --- | ---: | ---: |
| Cheniere Revolving Credit Facility | $(700) | $— |
| **SPL:** |  |  |
| 5.625% Senior Secured Notes due 2025 | — | (300) |
| 5.875% Senior Secured Notes due 2026 | (200) | (1,000) |
| 2027 SPL Senior Notes | (1,500) | — |
| Senior Notes due 2037 with weighted average rate of 4.748% and 4.746%, respectively | (107) | (52) |
| SPL Revolving Credit Facility | (160) | (265) |
| **CCH:** |  |  |
| CCH Working Capital Facility | (100) | — |
| CCH Credit Facility | (550) | — |
| Total redemptions and repayments of debt and borrowings | $(3,317) | $(1,617) |

40

#### Repurchase of Common Stock

During the nine months ended September 30, 2026 and 2025, we paid $1.8 billion and $1.7 billion to repurchase approximately 7.7 million and 7.4 million shares of our common stock, respectively, under our share repurchase program. Additionally, the Internal Revenue Service imposes an excise tax of 1% on the fair market value of our stock repurchases less our stock issuances, and we paid $33 million of such excise taxes during the nine months ended September 30, 2025 related to our repurchases during the fiscal year 2023 and 2024 and paid $26 million of such excise taxes during the nine months ended September 30, 2026 related to our repurchases during the fiscal year 2025. In February 2026, our Board approved an increase in our share repurchase authorization to approximately $10 billion from 2026 through 2030 with a $9 billion increase to the existing authorization. As of September 30, 2026, we had approximately $8.4 billion remaining under our share repurchase program.

#### Cash Dividends to Stockholders

During the nine months ended September 30, 2026 and 2025, we paid dividends of $1.665 and $1.500 per share of common stock for a total of $347 million and $332 million, respectively.

In October 2026, we declared a quarterly dividend of $0.625 per share of common stock that is payable on November 17, 2026 to stockholders of record as of the close of business on November 9, 2026.

### Summary of Critical Accounting Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

### Recent Accounting Standards

For a summary of recently issued accounting standards, see Note 1—Nature of Operations and Basis of Presentation of our Notes to Consolidated Financial Statements.

## Market risk

As filed, 1,550 characters.

### Marketing and Trading Commodity Price Risk

We have commodity contracts accounted for as derivative instruments which consist of natural gas and power supply contracts, including certain of our long-term IPM agreements for which we have not designated as NPNS, as described in Note 1—Nature of Operations and Basis of Presentation, for the commissioning and operation of the Liquefaction Projects and the SPL Expansion Project, as well as the associated economic hedges (collectively, the “**Liquefaction Supply Derivatives”**) and LNG contracts in which we have contractual net settlement and economic hedges on the exposure to the commodity markets in which we have contractual arrangements to purchase or sell physical LNG (collectively, “**LNG Trading Derivatives”**). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives and the LNG Trading Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location and a 10% change in the commodity price for LNG, respectively, as follows (in millions):

|  | September 30, 2026 Fair Value | Change in Fair Value | December 31, 2025 Fair Value | Change in Fair Value |
| --- | ---: | ---: | ---: | ---: |
| Liquefaction Supply Derivatives | $265 | $621 | $2,865 | $2,722 |
| LNG Trading Derivatives | (148) | 108 | (17) | 1 |

See Note 5—Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our commodity derivative instruments.

## Controls and procedures

As filed, 999 characters.

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 146 characters.

There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Filed Oct 29, 2026.
Source: SEC EDGAR, the filing index for accession 0000003570-26-000038. Last ingested by Listed: Oct 29, 2026, 07:37 ET. No prices; not investment advice.