UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): May 22, 2026~~ 1934

Date of Report (Date of earliest event reported): June 9, 2026

CHENIERE ENERGY PARTNERS, L.P.

(~~Exact~~EXACT ~~name~~NAME ofOF ~~registrant~~REGISTRANT asAS ~~specified~~SPECIFIED inIN ~~its~~ITS ~~charter~~CHARTER)

Delaware		001-33366	~~001-33366~~	20-5913059		~~20-5913059~~
(State or other jurisdiction of incorporation)		(Commission File Number)	~~(Commission File Number)~~	(IRS Employer Identification No.)		~~(I.R.S. 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~~TradingSymbol ~~Symbol~~ Name of each exchange on which registered Common Units Representing Limited Partner Interests CQP 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.

~~EPC~~On ~~Contract~~June 9, 2026 (the “Issue Date”), Cheniere Energy Partners, L.P. (“Cheniere Partners”) closed the sale of its previously announced offering of $1 billion aggregate principal amount of 5.350% Senior Notes due 2036 (the “2036 Notes”) and $750 million aggregate principal amount of 6.050% Senior Notes due 2056 (the “2056 Notes” and, together with the 2036 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis in reliance on Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S thereunder.

~~Sabine~~Supplemental ~~Pass~~Indentures Liquefaction Stage V, LLC (“SPLV”), an indirect wholly owned subsidiary of Cheniere Energy Partners, L.P. (the “Partnership”), has entered into a Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage V Liquefaction Project dated May 22, 2026 (the “EPC Contract”) with Bechtel Energy, Inc. (“Bechtel”), and has issued the first limited notice to proceed on May 22, 2026.

~~Parent~~The ~~Guarantee.~~Notes ~~Bechtel~~were ~~Global~~issued ~~Energy~~on the Issue Date pursuant to the indenture, ~~Inc~~dated as of September 18, 2017 (the “Base Indenture”), by and among Cheniere Partners, the guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the eleventh supplemental indenture, dated as of the Issue Date, among Cheniere Partners, the Guarantors and the Trustee, relating to the 2036 Notes (the “Eleventh Supplemental Indenture”) and the twelfth supplemental indenture, dated as of the Issue Date, among Cheniere Partners, the Guarantors and the Trustee, relating to the 2056 Notes (the “Twelfth Supplemental Indenture”). ~~guarantees~~The ~~Bechtel’s~~Base ~~obligations~~Indenture ~~under~~as supplemented by the ~~EPC~~Eleventh ~~Contract~~Supplemental Indenture and the Twelfth Supplemental Indenture is referred to herein as the “Notes Indenture.”

~~Scope~~Under ofthe ~~Work. The~~terms ~~EPC Contract includes engineering, procurement, construction, pre-commissioning, commissioning, start-up and testing~~ of ~~Phase 1 of~~ the ~~Stage~~Eleventh VSupplemental ~~natural~~Indenture, ~~gas liquefaction facility at~~ the ~~Sabine~~2036 ~~Pass~~Notes ~~liquefied~~will ~~natural~~mature ~~gas~~on ~~terminal (the “Liquefaction Facility”) in Cameron Parish~~November 30, ~~Louisiana,~~2036 ~~which~~and ~~consists~~will ofaccrue ~~one~~interest ~~liquefaction~~at ~~train~~a ~~built~~rate ~~with~~equal ~~ConocoPhillips~~to ~~technology~~5.350% ~~(“Train~~per ~~7”),~~annum ~~with~~on ~~an LNG production capacity substantially similar to~~ the ~~six~~principal ~~existing~~amount ~~trains~~from at the ~~Liquefaction~~Issue ~~Facility~~Date, ~~and~~with ~~one~~such ~~boil-off~~interest ~~gas~~payable resemi-~~liquefaction~~annually, ~~unit~~in ~~(“BOGR”)~~cash ~~with~~in ~~approximately~~arrears, 1on ~~million~~May 30 ~~tonnes~~and ~~per~~November 30 ~~annum~~ of ~~production~~each ~~capacity~~year, ~~along~~beginning ~~with~~on ~~other~~November 30, ~~related equipment and infrastructure~~2026.

~~Contract~~Under ~~Price.~~the ~~The~~terms ~~EPC~~of ~~Contract~~the ~~provides~~Twelfth ~~that~~Supplemental ~~SPLV~~Indenture, the 2056 Notes will ~~pay~~mature ~~Bechtel~~on ~~approximately~~November 30, ~~$4.69~~2056 ~~billion~~and ~~pursuant~~will accrue interest at a rate equal to 6.050% per annum on the ~~terms~~principal ~~and~~amount ~~payment~~from ~~schedule~~the ~~specified~~Issue Date, with such interest payable semi-annually, in ~~the~~cash ~~EPC~~in ~~Contract~~arrears, ~~(the~~on ~~“Contract~~May 30 ~~Price”)~~and November 30 of each year, beginning on November 30, 2026.

~~Bechtel Change Orders.~~ The ~~Contract~~Notes ~~Price~~are isCheniere ~~subject~~Partners’ tosenior ~~adjustment~~unsecured byobligations, ~~change~~ranking ~~order~~equally ~~as specified~~ in ~~the~~right ~~EPC Contract, including in the event~~ of ~~the~~payment ~~following:~~with ~~(i)~~Cheniere aPartners’ ~~delay~~other inexisting ~~SPLV~~and ~~issuing~~future ~~limited~~unsubordinated ~~notices~~debt toand ~~proceed~~senior ~~by the dates specified~~ in ~~the~~right ~~EPC Contract or SPLV not issuing a full notice to proceed on or before the date specified in the EPC Contract, (ii) certain acts or omissions~~ of ~~SPLV,~~payment ~~(iii) force majeure, (iv) SPLV’s request for an increase in coverage under the letter of credit~~ to ~~cover~~any ~~increases in the Contract Price as a result~~ of ~~change~~its ~~orders,~~future ~~(v)~~subordinated adebt. ~~change~~The inNotes ~~law,~~are ~~(vi)~~unconditionally ~~suspension~~guaranteed ~~of work ordered~~ by ~~SPLV,~~each ~~(vii)~~of ~~changes~~Cheniere toPartners’ ~~duties~~current and ~~tariffs~~future assubsidiaries ~~specified~~that inguarantee ~~the~~Cheniere Partners’ ~~EPC~~revolving ~~Contract,~~credit ~~(viii)~~facility ~~subsurface soil conditions materially different~~ from ~~those~~time ~~described~~to ~~in the geotechnical studies, (ix) acceleration of work by SPLV, (x) physical damage caused by a third party not under Bechtel’s control, and (xi) other specified reasons in the EPC Contract~~time.

~~Performance~~At ~~Liquidated~~any ~~Damages.~~time Ifor ~~Train~~from 7time to time prior to May 30, 2036 with respect to the 2036 Notes and at any time or ~~BOGR~~from ~~have~~time ~~not~~to ~~achieved~~time prior to May 30, 2056 with respect to the ~~performance~~2056 ~~guarantee~~Notes ~~within~~(each applicable date, the “Applicable Par Call Date”), Cheniere Partners may, at its option, redeem all or part of the Notes at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) a specified ~~period~~make-whole ~~after~~redemption price set forth in the ~~guaranteed~~Eleventh ~~substantial~~Supplemental ~~completion~~Indenture with respect to the 2036 Notes and set forth in the Twelfth Supplemental Indenture with respect to the 2056 Notes, in either case plus accrued and unpaid interest to the redemption date. On and after the Applicable Par Call Date, ~~then~~Cheniere ~~Bechtel~~Partners ismay ~~required~~redeem the Notes at its option, in whole at any time or in part from time to ~~pay~~time at a redemption price equal to 100% of the ~~applicable~~principal ~~performance~~amount ~~liquidated~~of ~~damages~~the Notes redeemed plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date.

~~Delay~~The ~~Liquidated~~Notes ~~Damages.~~Indenture Ifalso ~~substantial~~contains ~~completion~~customary terms and events of ~~Train~~default 7and orcertain ~~BOGR~~covenants ~~occurs~~that, ~~after~~among other things, limit the ~~guaranteed~~ability ~~substantial~~of ~~completion~~Cheniere ~~date,~~Partners ~~Bechtel~~and isthe ~~required~~Guarantors to ~~pay~~incur ~~SPLV~~liens, ~~delay~~enter ~~liquidated~~into ~~damages~~sale-leaseback attransactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of the applicable ~~daily~~entity’s ~~rate~~properties asor ~~defined~~assets. inThe ~~the~~Notes ~~EPC~~Indenture ~~Contract~~covenants ~~until~~are ~~substantial~~subject ~~completion~~to ~~occurs~~a number of important limitations and exceptions.

~~Schedule~~The ~~Bonus~~foregoing description of the Eleventh Supplemental Indenture is qualified in its entirety by reference to the full text of the Eleventh Supplemental Indenture, which is filed as Exhibit 4.1 ~~Bechtel~~hereto ~~will~~and beis ~~entitled~~incorporated by reference herein. The foregoing description of the Twelfth Supplemental Indenture is qualified in its entirety by reference to ~~receive~~the ~~specified~~full ~~bonuses~~text ~~for~~of ~~timely~~the ~~substantial~~Twelfth ~~completion~~Supplemental Indenture, which is filed as Exhibit 4.2 hereto and is incorporated by reference herein. The foregoing description of the Base Indenture is qualified in its entirety by reference to the full text of the Base Indenture, which is incorporated by reference herein. A copy of the Base Indenture was filed as Exhibit 4.1 to the Current Report dated September 18, 2017, filed by Cheniere Partners on Form 8-K. Any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Notes Indenture.

~~Termination.~~Registration IfRights ~~SPLV~~Agreement fails to issue the full notice to proceed on or before May 21, 2028, then either party may terminate the EPC Contract, and Bechtel will be paid termination costs as specified in the EPC Contract. In addition, the following termination rights exist under the EPC Contract:

~~•SPLV~~In ~~has~~connection with the ~~right~~issuance toof ~~terminate~~the Notes, Cheniere Partners, the ~~EPC~~Guarantors ~~Contract~~and atBofA ~~its~~Securities, ~~convenience~~Inc., ifas ~~Bechtel~~representative isof ~~unable~~the initial purchasers, entered into a Registration Rights Agreement dated as of the Issue Date (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, Cheniere Partners and the Guarantors have agreed to ~~pay~~use ~~its~~commercially ~~debts~~reasonable orefforts to file with the U.S. Securities and Exchange Commission and cause to become effective a registration statement with respect to an ~~insolvency~~offer ~~event~~to ~~occurs~~exchange any and all of the Notes, for a like aggregate principal amount of debt securities of Cheniere Partners issued under the Notes Indenture and identical in all material respects to the respective Notes sought to be exchanged (other than with respect to ~~Bechtel~~restrictions on transfer or ~~its~~to ~~guarantor~~any increase in annual interest rate), orand that are registered under the Securities Act. Cheniere Partners and the Guarantors have agreed to use commercially reasonable efforts to cause such registration statement to become effective within 360 days after the Issue Date. Under specified circumstances, Cheniere Partners and the Guarantors have also agreed to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Notes. Cheniere Partners will be obligated to pay additional interest if it fails to comply with its obligations to register the Notes within the specified time periods.

~~upon~~This description of the ~~occurrence~~Registration ofRights ~~other~~Agreement ~~customary~~is ~~events~~qualified ofin ~~default~~its ~~applicable~~entirety by reference to ~~contractors~~the ~~under~~full ~~similar~~text ~~agreements~~of the Registration Rights Agreement, a copy of ~~this~~which ~~type~~is ~~(subject~~filed toas ~~cure~~Exhibit ~~periods~~10.1 inhereto ~~certain~~and ~~circumstances);~~is incorporated by reference herein.

~~•Either~~Item ~~party~~2.03 ~~has~~Creation ~~the right to terminate the EPC Contract if the other party (i) breaches any~~ of ~~its representations or warranties and such failure has~~ a ~~material~~Direct ~~adverse~~Financial ~~effect~~Obligation ~~upon the project~~ or ~~the~~an ~~non-breaching~~Obligation ~~party’s ability to perform its obligations~~ under ~~the~~an ~~EPC~~Off-Balance ~~Contract,~~Sheet orArrangement ~~(ii)~~of ~~otherwise materially defaults on its obligations, though such termination right is subject to~~ a ~~cure period in certain circumstances; and~~Registrant.

~~•Bechtel~~The ~~has~~information ~~the~~included ~~right~~in toItem ~~terminate~~1.01 ~~the EPC Contract if (i) SPLV fails to timely pay Bechtel amounts due under the EPC Contract (subject to certain cure periods), or (ii) all or a substantial portion~~ of ~~the~~this ~~work~~report ~~under~~regarding the ~~contract~~Notes is ~~suspended~~incorporated by ~~SPLV~~reference ~~for~~into ~~specified~~this ~~periods~~Item ~~or is stopped due to a force majeure event for a specified period, subject to certain exceptions~~2.03.

Limitation on Bechtel’s Liability. Bechtel’s liability under the EPC Contract is limited as specified in the EPC Contract, except that this limit does not apply to Bechtel’s title warranty, to certain indemnification obligations or to Bechtel’s obligation to complete all work required to ensure that Train 7 and BOGR are ready to receive natural gas and produce LNG, and this limit does not apply in the event of Bechtel’s fraud or abandonment of the work.

The description of the EPC Contract set forth above is not complete, and is subject to and qualified in its entirety by reference to the full text of the EPC Contract, a copy of which will be filed as an exhibit to the Partnership’s quarterly report on Form 10-Q for the quarter ended June 30, 2026.

Amendments to Services Agreements

Sabine Pass Liquefaction, LLC (“SPL”), an indirect wholly owned subsidiary of the Partnership, has entered into amendments to the below agreements in order to update the scope of the respective agreement in anticipation of the construction of additional liquefaction trains at the Liquefaction Facility:

•Management Services Agreement, dated May 14, 2012, by and among SPL and Cheniere LNG Terminals, LLC, as amended on September 28, 2015.

•Operation and Maintenance Agreement, dated May 14, 2012, by and among SPL, Cheniere Energy Investments, LLC and Cheniere LNG O&M Services, LLC, as amended on September 28, 2015.

The foregoing descriptions are not complete, and are subject to and qualified in their entirety by reference to the full text of the agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On May 28, 2026, the Partnership issued a press release announcing the signing of the EPC Contract and the issuance of limited notice to proceed. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

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 No.		Description
Exhibit Number	Description
10.1		Second Amendment to Management Services Agreement, dated May 22, 2026, by and among SPL and Cheniere LNG Terminals, LLC (incorporated by reference to Exhibit 10.1 to SPL's Current Report on Form 8-K (SEC File No. 333-192373), filed on May 28, 2026).
4.1*	Eleventh Supplemental Indenture, dated as of June 9, 2026, among Cheniere Energy Partners, L.P., the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture.
10.2		Second Amendment to Operation and Maintenance Agreement, dated May 22, 2026, by and among SPL, Cheniere Energy Investments, LLC and Cheniere LNG O&M Services, LLC (incorporated by reference to Exhibit 10.2 to SPL's Current Report on Form 8-K (SEC File No. 333-192373), filed on May 28, 2026).
4.2*	Twelfth Supplemental Indenture, dated as of June 9, 2026, among Cheniere Energy Partners, L.P., the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture.
99.1*		Press Release, dated May 28, 2026.
10.1*	Registration Rights Agreement, dated as of June 9, 2026, among Cheniere Energy Partners, L.P., the guarantors party thereto and BofA Securities, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

* ~~Furnished~~Filed 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 PARTNERS, L.P.

~~CHENIERE ENERGY PARTNERS, L.P.~~

By:

CHENIERE ENERGY PARTNERS GP, LLC,

By: CHENIERE ENERGY PARTNERS GP, LLC,

Its general partner

its general partner

Date:

May 28, 2026

By:

/s/ Zach Davis

Dated: June 9, 2026

By:

/s/ Zach Davis

Name:

Zach Davis

~~Name:~~

~~Zach Davis~~

Title:

Executive Vice President and Chief Financial Officer

~~Title:~~

~~Executive Vice President and~~

Chief Financial Officer

Filing Compare · Cheniere Energy Partners, L.P.