Cheniere Energy, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Debt (Tables)

Debt (Tables)

12 Months Ended

Dec. 31, 2025

Debt consisted of the following (in millions):


	December 31,

	2025		2024
SPL:
Senior Secured Notes:



5.625% due 2025	$	—	$	300
5.875% due 2026 (the “2026 SPL Senior Notes”) (1)	200		1,500
5.00% due 2027	1,500		1,500
4.200% due 2028	1,350		1,350
4.500% due 2030	2,000		2,000
due 2037 with weighted average rate of 4.747% and 4.746% at December 31, 2025 and 2024, respectively (2)	1,730		1,782
Total SPL Senior Secured Notes	6,780		8,432
Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)	—		—
Total debt - SPL	6,780		8,432

CQP:
Senior Notes:


4.500% due 2029 (the “2029 CQP Senior Notes”)	1,500		1,500
4.000% due 2031 (the “2031 CQP Senior Notes”)	1,500		1,500
3.25% due 2032 (the “2032 CQP Senior Notes”)	1,200		1,200
5.950% due 2033	1,400		1,400
5.750% due 2034	1,200		1,200
5.550% due 2035	1,000		—
Total CQP Senior Notes	7,800		6,800
Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)	—		—
Total debt - CQP	7,800		6,800

CCH:
Senior Secured Notes:


5.125% due 2027	1,201		1,201
3.700% due 2029	1,125		1,125
3.788% weighted average rate due 2039 (2)	2,539		2,539
Total CCH Senior Secured Notes	4,865		4,865
Term loan facility agreement (the “CCH Credit Facility”)	550		—
Working capital facility agreement (the “CCH Working Capital Facility”)	—		—
Total debt - CCH	5,415		4,865

Cheniere:
Senior Notes:
4.625% due 2028	1,500		1,500
5.650% due 2034	1,500		1,500
Total Cheniere Senior Notes	3,000		3,000
Revolving credit agreement (the “Cheniere Revolving Credit Facility”)	—		—

Total debt - Cheniere	3,000		3,000


Total debt	22,995		23,097

Current debt, net of unamortized discount and debt issuance costs (2)	(306)		(351)

Unamortized discount and debt issuance costs	(182)		(192)
Total long-term debt, net of unamortized discount and debt issuance costs	$	22,507	$	22,554

(1)Subsequently in February 2026, SPL redeemed the remaining $200 million aggregate principal amount of its 2026 SPL Senior Notes.

(2)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.

Schedule of Maturities of Long-term Debt

Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2025 (in millions):


Years Ending December 31,	Principal Payments
2026	$	307
2027	2,933
2028	3,597
2029	2,923
2030	2,311
Thereafter	10,924
Total	$	22,995

Schedule of Line of Credit Facilities and Delayed Draw Term Loan

Below is a summary of our committed credit facilities outstanding as of December 31, 2025 (in millions):


	SPL Revolving Credit Facility (1)		CQP Revolving Credit Facility (2)		CCH Credit Facility (3)		CCH Working Capital Facility (4)		Cheniere Revolving Credit Facility (5)
Total facility size	$	1,000	$	1,000	$	3,260	$	1,500	$	1,250

Less:
Outstanding balance	—		—		550		—		—

Letters of credit issued	176		—		—		110		—
Available commitment	$	824	$	1,000	$	2,710	$	1,390	$	1,250

Priority ranking	Senior secured		Senior unsecured		Senior secured		Senior secured		Senior unsecured
Interest rate on available balance (6)	SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.75% or base rate plus 0.0% - 0.75%		SOFR plus credit spread adjustment of 0.1%, plus margin of 1.125% - 2.0% or base rate plus 0.125% - 1.0%		SOFR plus credit spread adjustment of 0.1%, plus margin of 1.5% or base rate plus 0.5%		SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.5% or base rate plus 0.0% - 0.5%		SOFR plus margin of 1.075% - 2.00% or base rate plus 0.075% - 1.00%
Weighted average interest rate of outstanding balance	n/a		n/a		5.316%		n/a		n/a
Commitment fees on undrawn balance (6)	0.075% - 0.30%		0.10% - 0.30%		0.525%		0.10% - 0.20%		0.090% - 0.300%
Letter of credit fees (6)	1.0% - 1.75%		1.125% - 2.0%		N/A		1.0% - 1.5%		1.075% - 2.00%
Maturity date	June 23, 2028		June 23, 2028		(7)		June 15, 2027		August 1, 2030

(1)The obligations of SPL under the SPL Revolving Credit Facility are secured by substantially all of the assets of SPL as well as a pledge of all of the membership interests in SPL and certain future subsidiaries of SPL on a pari passu basis by a first priority lien with the SPL Senior Secured Notes. The SPL Revolving Credit Facility contains customary contractual conditions for extensions of credit.

(2)The obligations under the CQP Revolving Credit Facility are jointly, severally and unconditionally guaranteed by Cheniere Energy Investments, LLC, SPLNG, CTPL, Sabine Pass LNG-GP, LLC, Sabine Pass Tug Services, LLC and Cheniere Pipeline GP Interests, LLC, each subsidiaries of CQP.

(3)The obligations of CCH under the CCH Credit Facility are secured by a first priority lien on substantially all of the assets of CCH and its subsidiaries and by a pledge by Cheniere CCH Holdco I, LLC, the direct parent company of CCH, of its limited liability company interests in CCH.

(4)The obligations of CCH under the CCH Working Capital Facility are secured by substantially all of the assets of CCH and the CCH Guarantors as well as all of the membership interests in CCH and each of the CCH Guarantors on a pari passu basis with the CCH Senior Secured Notes and the CCH Credit Facility.

(5)In August 2025, we entered into an amendment and restatement of the Cheniere Revolving Credit Facility, resulting in an extended maturity date, reduced rate of interest and commitment fees applicable thereunder and certain other changes to terms and conditions.

(6)The margins on the interest rate, the commitment fees and the letter of credit fees are subject to change based on the applicable entity’s credit rating. The interest rate and the commitment fees of the Cheniere Revolving Credit Facility are also based on the achievement of certain methane emissions management standards.

(7)The CCH Credit Facility matures the earlier of June 15, 2029 or two years after the substantial completion of the last Train of the Corpus Christi Stage 3 Project.

Schedule of Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in millions):


	Year Ended December 31,
		2025		2024		2023
Total interest cost		$	1,197	$	1,226	$	1,265
Capitalized interest		(249)		(216)		(124)
Total interest expense, net of capitalized interest		$	948	$	1,010	$	1,141

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):


	December 31, 2025				December 31, 2024
	Carrying Amount (1)		Estimated Fair Value (2)		Carrying Amount (1)		Estimated Fair Value (2)
Senior notes	$	22,995	$	22,313	$	23,097	$	22,220

(1)Carrying amounts exclude unamortized discount and debt issuance costs.

(2)As of December 31, 2025 and 2024, $3.1 billion and $3.0 billion, respectively, of the fair value of our senior notes were classified as Level 3 since these senior notes were valued by applying an unobservable illiquidity adjustment to the price derived from trades or indicative bids of instruments with similar terms, maturities and credit standing. The remainder of the fair value of our senior notes was classified as Level 2, based on prices derived from trades or indicative bids of the instruments.