UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): June 17, 2025~~ 1934

Date of Report (Date of earliest event reported): June 26, 2026

CHENIERE CORPUS CHRISTI HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware

333-215435

47-1929160

~~333-215435~~

~~47-1929160~~

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification 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:

☐	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~~exchangeon on which registered None None None

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 7 1.01 ~~Regulation~~. FDEntry ~~Disclosure~~into a Material Definitive Agreement.

OnRevolving ~~June~~Credit ~~24,~~Agreement 2025, Cheniere Energy, Inc. (the “Parent”), which indirectly owns Cheniere Corpus Christi Holdings, LLC (the “Company”), issued a press release announcing, among other things, the final investment decision with respect to the investment in the development, construction and ~~operation~~Related ofFinance anDocuments ~~expansion of the Company’s Corpus Christi Liquefaction Project, consisting of two additional midscale liquefaction trains and other debottlenecking infrastructure (“CCL Midscale Trains 8 & 9”).~~

~~The~~On ~~information~~June 26, ~~included~~2026, inCheniere ~~this~~Corpus ~~Item~~Christi 7Holdings, LLC (the “Company”), Cheniere Corpus Christi Pipeline, L.01P. of(“CCP”), ~~this~~Corpus ~~Current~~Christi ~~Report~~Pipeline onGP, ~~Form~~LLC ~~8-K~~(“CCP GP”) and Corpus Christi Liquefaction, ~~including~~LLC (“CCL”) (CCP, CCP GP and CCL, collectively, the ~~attached~~“Guarantors” ~~Exhibit~~and, 99the Company and the Guarantors, collectively, the “Loan Parties”), each indirectly wholly owned by Cheniere Energy, Inc.1 (the “Parent”), ~~shall~~entered ~~not~~into bethe ~~deemed~~Revolving Credit Agreement (the “~~filed~~Revolving Credit Agreement”) ~~for~~with ~~purposes~~the oflenders ~~Section~~party 18thereto offrom time to time, the ~~Securities~~issuing ~~Exchange~~banks ~~Act~~party thereto from time to time, the swing line lenders party thereto from time to time, The Bank of ~~1934~~Nova Scotia, as ~~amended~~revolving facility agent (the “~~Exchange~~Revolving ~~Act~~Facility Agent”) and Société Générale, oras ~~incorporated~~Security byTrustee. ~~reference~~The inRevolving ~~any~~Credit ~~filing~~Agreement amends and restates the Company’s existing working capital facility agreement to decrease the total committed amount under the ~~Securities~~Revolving ~~Act~~Credit Agreement by $500 million to $1.0 billion. The Revolving Credit Agreement is intended to be used for loans (“Revolving Loans”) to, and the issuance of ~~1933~~letters of credit (“Letters of Credit”) on behalf of, asthe ~~amended~~Company, orfor general corporate purposes related to the ~~Exchange~~operation ~~Act~~of the Company’s Corpus Christi natural gas liquefaction facilities and Corpus Christi natural gas pipeline and related facilities near Corpus Christi, ~~except~~Texas, asincluding ~~shall~~to berefinance ~~expressly~~outstanding ~~set~~loans ~~forth~~or byletters ~~specific~~of ~~reference~~credit inunder ~~such~~the ~~filing~~existing working capital facility agreement. The entire amount of the Revolving Credit Agreement will be available for the issuance of Letters of Credit.

~~Item~~The ~~8.01~~Loan ~~Other~~Parties ~~Events~~operate as legal entities separate and distinct from the Parent and its other affiliates, and with capital structures independent from the Parent and its other affiliates.

~~Final~~Conditions ~~Investment~~Precedent ~~Decision~~to Disbursements, Advances and Issuances of Letters of Credit

OnAdvances ~~June~~and ~~17,~~issuances ~~2025,~~of ~~the~~letters ~~Parent~~of ~~and~~credit ~~its~~under ~~subsidiaries~~the ~~made~~Revolving aCredit ~~positive~~Agreement ~~final~~are ~~investment~~subject ~~decision~~to ~~with~~customary ~~respect~~conditions toprecedent, including the ~~investment~~absence inof ~~the development~~defaults, ~~construction~~bring-down of certain representations and ~~operation~~warranties, ofand ~~CCL~~the ~~Midscale~~payment ~~Trains~~of 8applicable &fees 9.and expenses.

~~Notice~~Interest toand ~~Proceed~~Fees

OnLoans ~~June~~under ~~17,~~the ~~2025~~Revolving Credit Agreement, ~~Corpus~~including ~~Christi~~Revolving ~~Liquefaction,~~Loans ~~LLC,~~and any loans deemed made in connection with a ~~wholly~~draw ~~owned~~upon ~~direct~~any ~~subsidiary~~Letters of Credit (“LC Loans” and, collectively, the ~~Company~~“Loans”), ~~issued~~will bear interest at a ~~notice~~variable torate ~~proceed~~per annum equal to ~~Bechtel~~(a) Term ~~Energy~~SOFR, ~~Inc~~plus an applicable margin ranging from 0.75% to 1.5%, or (~~“Bechtel”~~b) the ~~under~~base ~~the~~rate, ~~fixed~~plus ~~price~~an ~~separated~~applicable ~~turnkey~~margin, ~~engineering~~in each case, ~~procurement~~with the applicable margin based on the Company’s debt credit ratings then in effect. Interest on Revolving Loans is due and ~~construction~~payable ~~contract~~on ~~related~~the todate ~~CCL~~such ~~Midscale~~loans ~~Trains~~become 8due. &Interest 9on ~~with~~Term ~~Bechtel~~SOFR Revolving Loans is due and payable at the end of each Term SOFR period and, if applicable, upon conversion to ~~commence~~a ~~construction~~base rate Revolving Loans, and interest on base rate Revolving Loans is due and payable at the end of ~~CCL~~each ~~Midscale~~calendar ~~Trains~~quarter 8and, &if 9applicable, upon conversion to Term SOFR Revolving Loans.

The Company paid certain upfront fees to the agents and lenders under the Revolving Credit Agreement, together with additional transaction fees and expenses. Certain administrative fees must also be paid to the Revolving Facility Agent.

The Revolving Credit Agreement provides for the following fees: (i) a commitment fee on the average daily amount of the excess of the total commitment amount over the principal amount outstanding in an amount equal to an annual rate ranging from 0.06% to 0.2%, depending on the Company’s debt credit ratings; (ii) a letter of credit fee equal to an annual rate ranging from 0.75% to 1.50%, depending on the Company’s debt credit ratings; and (iii) a letter of credit fronting fee to each issuing bank that has issued fronted letters of credit in an amount equal to an annual rate of 0.175% of the undrawn portion of all letters of credit issued by such issuing bank. Each of these fees is payable quarterly in arrears. In the event that draws are made upon any letters of credit issued under the Revolving Credit Facility (each such draw, an “LC Draw”) and the Company elects for such draw to be deemed an LC Loan, such LC Loan shall be a base rate Revolving Loan and may be converted to a Term SOFR Revolving Loan under certain conditions. LC Loans have a term of up to one year. In the event that the Company does not elect for an LC Draw to be deemed an LC Loan, the Company is required to pay the full amount of the LC Draw plus interest on such amount at a rate per annum equal to the base rate plus 2.0% on or prior to 12:00 p.m., New York City time, on the business day immediately succeeding its timely receipt of notice of the LC Draw.

Repayments

The maturity date under the Revolving Credit Agreement will occur on June 26, 2031 (the “Maturity Date”) unless extended. The Company may extend the Maturity Date up to two times, for periods of up to one year each, in each case with the consent of the requisite lenders. The Company may prepay the Revolving Loans at any time without premium or penalty upon two business days’ notice.

The Revolving Credit Agreement also provides for mandatory repayments of loans under customary circumstances, including change of control and if it becomes unlawful for the lender to fund or maintain loans.

Covenants

The Revolving Credit Agreement includes customary representations and affirmative and negative covenants for finance facilities and companies of this type and with lenders of the type participating in the financing, including, among others: covenants relating to compliance with laws; delivery of financial reports; conditions to the making of restricted payments, including distributions (subject to, among other conditions, funding of a debt service reserve account with the then-applicable reserve amount and achieving a historical debt service coverage ratio and fixed projected debt service coverage ratio of at least 1.25x); maintenance of insurance; limitations on indebtedness and liens. These covenants are subject to certain materiality qualifiers, reasonableness standards, thresholds and grace periods.

Events of Default

The Revolving Credit Agreement includes customary events of default, which are subject to customary grace periods and materiality standards, including, among others:

•

nonpayment of amounts payable under the facility;

•

breach of certain representations or warranties given in connection with the facility and breach of certain covenants;

•

bankruptcy; abandonment; destruction; events of taking;

•

invalidity of security interests;

•

unsatisfied judgments (one or more final judgments in excess of $150 million in the aggregate);

•

unenforceability or termination of finance documents;

•

cross acceleration of indebtedness in excess of $100 million and cross-accelerations of the Company’s outstanding senior notes; and

•

ERISA events.

Collateral

The loans under the Revolving Credit Agreement are secured under the Second Amended and Restated Common Security and Account Agreement, dated as of June 15, 2022 (as amended by the First Amendment, dated as of April 22, 2024, and as may be further amended, modified or supplemented from time to time with its terms, the “Common Security and Account Agreement”), among the Company, CCL, CCP and CCP GP (as Guarantors), the senior creditor group representatives, the Intercreditor Agent, Société Générale, as security trustee (the “Security Trustee”), and Mizuho Bank, Ltd., as account bank (the “Account Bank”), providing the secured parties with a first priority lien (subject to customary permitted encumbrances) in substantially all of the assets of the Loan Parties, including the equity interests in CCL, CCP and CCP GP. The Common Security and Account Agreement also requires the Company to establish and maintain certain deposit accounts, which are subject to the control of the Security Trustee. In addition, under the Amended and Restated Holdco Pledge Agreement, dated May 22, 2018, among Cheniere CCH HoldCo I, LLC and the Security Trustee, obligations under the Revolving Credit Agreement are secured by a pledge of the limited liability company interests in the Company. Obligations under the Revolving Credit Agreement are further secured by a mortgage over the real property of CCL and CCP. Modifications of the finance documents and the exercise of rights and remedies of the secured creditors are subject to customary intercreditor arrangements.

Second Amendment to Second Amended and Restated Term Loan Facility Agreement

On June 26, 2026, the Loan Parties entered into the Second Amendment to Second Amended and Restated Term Loan Facility Agreement (the “Second Amendment to Term Loan Facility Agreement”) with Société Générale, as term loan facility agent (the “Term Loan Facility Agent”). The Second Amendment to Term Loan Facility Agreement amends the Company’s existing term loan facility agreement to, among other things, extend the availability period for disbursements of term loans to the later of the Stage 3 Completion Date and December 31, 2027, and to make related adjustment to the First Repayment Date to allow for repayments to start after the end of the adjusted Term Loan Availability Period.

The foregoing descriptions of the Revolving Credit Agreement and the Second Amendment to Second Amended and Restated Term Loan Facility Agreement do not purport to be complete and are 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, respectively, to this report and incorporated herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the sections entitled “Revolving Credit Agreement and Related Finance Documents” and “Second Amendment to Second Amended and Restated Term Loan Facility Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit No.		Description
ExhibitNumber
99.1*		Press Release, dated June 24, 2025.
10.1*	Revolving Credit Agreement, dated as of June 26, 2026, among Cheniere Corpus Christi Holdings, LLC, Cheniere Corpus Christi Pipeline, L.P., Corpus Christi Pipeline GP, LLC, Corpus Christi Liquefaction, LLC, the lenders party thereto from time to time, the issuing banks party thereto from time to time, the swing line lenders party thereto from time to time, The Bank of Nova Scotia as Revolving Facility Agent and, solely for the purposes of Section 3.07, Société Générale as Security Trustee.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.2*	Second Amendment to Second Amended and Restated Term Loan Facility Agreement, dated as of June 26, 2026, among Cheniere Corpus Christi Holdings, LLC, Cheniere Corpus Christi Pipeline, L.P., Corpus Christi Pipeline GP, LLC, Corpus Christi Liquefaction, LLC and Société Générale as Term Loan Facility Agent.
104	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 CORPUS CHRISTI HOLDINGS, LLC

~~CHENIERE CORPUS CHRISTI HOLDINGS, LLC~~

Date:

June 24, 2025

By:

/s/ Zach Davis

Date: July 2, 2026

By:

/s/ Zach Davis

Name:

Zach Davis

~~Name:~~

~~Zach Davis~~

Title:

President and Chief Financial Officer

~~Title:~~

~~President and Chief Financial Officer~~

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