UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): June 9 26, 2026

CHENIERE ENERGY, INC.

(~~EXACT~~Exact ~~NAME~~name OFof ~~REGISTRANT~~registrant ASas ~~SPECIFIED~~specified INin ~~ITS~~its ~~CHARTER~~charter)

Delaware		001-16383		95-4352386
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~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 Symbol~~TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.003 par value		LNG		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

OnCommitment ~~June 9,~~Increase 2026 (the “Issue Date”), Cheniere Energy Partners, L.P. (“Cheniere Partners”), a subsidiary of Cheniere Energy, Inc. (“Cheniere”), 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~~Maturity ~~aggregate~~Extension ~~principal~~Agreement 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.

~~Supplemental~~On ~~Indentures~~June 26, 2026, Cheniere Energy, Inc. (“CEI”) entered into a Commitment Increase and Maturity Extension Agreement (the “CEI Agreement”) by and among CEI, as borrower (the “Borrower”), Société Générale, as administrative agent (the “Administrative Agent”) and the lenders party thereto, with respect to the Third Amended and Restated Revolving Credit Agreement, dated as of August 1, 2025 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “CEI Revolving Credit Facility”), by and among the Borrower, the lenders and issuing banks party thereto from time to time, the Administrative Agent and the other agents and arrangers party thereto from time to time. The CEI Agreement increases the aggregate commitments under the CEI Revolving Credit Facility by $500 million to $1.75 billion and extends the maturity date thereof by one year, from August 1, 2030 to August 1, 2031. All other terms and conditions of the CEI Revolving Credit Facility remain unchanged and in full force and effect.

~~The~~CCH ~~Notes~~Revolving ~~were~~Credit ~~issued~~Agreement ~~on the Issue Date pursuant to the indenture, dated as of September 18, 2017 (the “Base Indenture”), by~~ and ~~among~~Related ~~Cheniere~~Finance ~~Partners,~~Documents 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”). The Base Indenture as supplemented by the Eleventh Supplemental Indenture and the Twelfth Supplemental Indenture is referred to herein as the “Notes Indenture.”

~~Under~~On ~~the~~June 26, ~~terms~~2026, ofCheniere Corpus Christi Holdings, LLC (“CCH”), Cheniere Corpus Christi Pipeline, L.P. (“CCP”), Corpus Christi Pipeline GP, LLC (“CCP GP”) and Corpus Christi Liquefaction, LLC (“CCL”) (CCP, CCP GP and CCL, collectively, the ~~Eleventh~~“Guarantors” ~~Supplemental~~and, ~~Indenture~~CCH and the Guarantors, collectively, the ~~2036~~“Loan ~~Notes~~Parties”), ~~will~~each ~~mature~~indirectly onwholly ~~November 30~~owned by CEI, ~~2036~~entered ~~and~~into ~~will~~the ~~accrue~~Revolving ~~interest~~Credit atAgreement a(the ~~rate~~“CCH ~~equal~~Revolving toCredit ~~5.350%~~Agreement”) ~~per~~with ~~annum~~the onlenders party thereto from time to time, the ~~principal~~issuing ~~amount~~banks party thereto from time to time, the ~~Issue~~swing ~~Date~~line lenders party thereto from time to time, ~~with~~The ~~such~~Bank ~~interest~~of ~~payable~~Nova ~~semi-annually~~Scotia, inas ~~cash~~revolving infacility ~~arrears~~agent (the “CCH Revolving Facility Agent”) and, onsolely ~~May~~for purposes of Section 303.07, Société Générale, as Security Trustee. The CCH Revolving Credit Agreement amends and ~~November~~restates CCH’s existing working capital facility agreement to decrease the total committed amount under the CCH Revolving Credit Agreement by $500 30million ofto ~~each~~$1.0 billion. ~~year~~The CCH Revolving Credit Agreement is intended to be used for loans (“Revolving Loans”) to, ~~beginning~~and the issuance of letters of credit (“Letters of Credit”) on ~~November 30~~behalf of, ~~2026~~CCH, for general corporate purposes related to the operation of CCH’s Corpus Christi natural gas liquefaction facilities and Corpus Christi natural gas pipeline and related facilities near Corpus Christi, Texas, including to refinance outstanding loans or letters of credit under the existing working capital facility agreement. The entire amount of the CCH Revolving Credit Agreement will be available for the issuance of Letters of Credit.

~~Under~~The ~~the~~Loan ~~terms~~Parties ofoperate ~~the~~as ~~Twelfth~~legal ~~Supplemental~~entities ~~Indenture,~~separate ~~the 2056 Notes will mature on November 30, 2056~~ and ~~will~~distinct ~~accrue interest at a rate equal to 6.050% per annum on the principal amount~~ from ~~the~~CEI ~~Issue~~and ~~Date,~~its ~~with~~other ~~such interest payable semi-annually~~affiliates, inand ~~cash~~with incapital ~~arrears,~~structures onindependent ~~May 30~~from CEI and ~~November 30~~its ofother ~~each year, beginning on November 30, 2026~~affiliates.

~~The~~Conditions ~~Notes~~Precedent ~~are~~to ~~Cheniere Partners’ senior unsecured obligations~~Disbursements, ~~ranking~~Advances ~~equally in right of payment with Cheniere Partners’ other existing~~ and ~~future~~Issuances ~~unsubordinated debt and senior in right~~ of ~~payment~~Letters ~~to any~~ of ~~its~~Credit future subordinated debt. The Notes are unconditionally guaranteed by each of Cheniere Partners’ current and future subsidiaries that guarantee Cheniere Partners’ revolving credit facility from time to time.

AtAdvances ~~any~~and ~~time~~issuances orof ~~from~~letters ~~time~~of tocredit ~~time~~under ~~prior to May 30, 2036 with respect to~~ the ~~2036~~CCH ~~Notes~~Revolving ~~and~~Credit atAgreement ~~any~~are ~~time~~subject ~~or from time~~ to ~~time~~customary ~~prior~~conditions ~~to May 30~~precedent, ~~2056~~including ~~with respect to~~ the ~~2056~~absence ~~Notes~~of ~~(each applicable date~~defaults, ~~the~~bring-down ~~“Applicable Par Call Date”), Cheniere Partners may, at its option, redeem all or part~~ of ~~the~~certain ~~Notes~~representations ~~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 make-whole redemption price set forth in the Eleventh Supplemental Indenture with respect to the 2036 Notes and set forth in the Twelfth Supplemental Indenture with respect to the 2056 Noteswarranties, ~~in either case plus accrued~~ and ~~unpaid interest to~~ the ~~redemption~~payment ~~date. On and after the Applicable Par Call Date, Cheniere Partners may redeem the Notes at its option, in whole at any time or in part from time to time at a redemption price equal to 100%~~ of ~~the~~applicable ~~principal~~fees ~~amount of the Notes redeemed plus accrued~~ and ~~unpaid interest, if any, to (but not including) the applicable redemption date~~expenses.

~~The~~Interest ~~Notes Indenture also contains customary terms~~ and ~~events~~Fees of default and certain covenants that, among other things, limit the ability of Cheniere Partners and the Guarantors to incur liens, enter into sale-leaseback transactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of the applicable entity’s properties or assets. The Notes Indenture covenants are subject to a number of important limitations and exceptions.

~~The~~Loans ~~foregoing~~under ~~description~~the ofCCH ~~the~~Revolving ~~Eleventh~~Credit ~~Supplemental~~Agreement, ~~Indenture~~including isRevolving ~~qualified~~Loans inand ~~its~~any ~~entirety~~loans bydeemed ~~reference~~made toin ~~the~~connection ~~full~~with ~~text~~a draw upon any Letters of Credit (“LC Loans” and, collectively, the ~~Eleventh~~“Loans”), ~~Supplemental~~will ~~Indenture~~bear interest at a variable rate per annum equal to (a) Term SOFR, ~~which~~plus isan ~~filed~~applicable asmargin ~~Exhibit~~ranging 4from 0.75% to 1.5%, ~~hereto~~or ~~and~~(b) the isbase ~~incorporated~~rate, byplus ~~reference~~an ~~herein.~~applicable ~~The~~margin, ~~foregoing~~in ~~description~~each ofcase, with the ~~Twelfth~~applicable ~~Supplemental~~margin ~~Indenture~~based ison ~~qualified~~the Company’s debt credit ratings then in ~~its~~effect. ~~entirety~~Interest byon ~~reference~~Revolving toLoans is due and payable on the ~~full~~date ~~text~~such ofloans become due. Interest on Term SOFR Revolving Loans is due and payable at the ~~Twelfth~~end ~~Supplemental~~of ~~Indenture~~each Term SOFR period and, ~~which~~if isapplicable, ~~filed~~upon asconversion ~~Exhibit~~to ~~4.2~~a ~~hereto~~base rate Revolving Loans, and isinterest ~~incorporated~~on bybase ~~reference~~rate ~~herein.~~Revolving ~~The~~Loans ~~foregoing~~is ~~description~~due ofand payable at the ~~Base~~end ~~Indenture~~of iseach ~~qualified~~calendar inquarter ~~its~~and, ~~entirety~~if byapplicable, ~~reference~~upon conversion to ~~the~~Term ~~full~~SOFR Revolving Loans.

~~text~~CCH ofpaid ~~the~~certain ~~Base~~upfront ~~Indenture,~~fees ~~which~~to ~~is incorporated by reference herein. A copy of~~ the ~~Base~~agents ~~Indenture~~and ~~was~~lenders ~~filed~~under ~~as Exhibit 4.1 to~~ the ~~Current~~CCH ~~Report~~Revolving ~~dated~~Credit ~~September 18~~Agreement, ~~2017,~~together ~~filed~~with byadditional ~~Cheniere~~transaction ~~Partners~~fees onand ~~Form 8-K~~expenses. ~~Any~~Certain ~~capitalized~~administrative ~~terms~~fees ~~used~~must ~~herein~~also ~~and~~be ~~not~~paid ~~otherwise~~to ~~defined have~~ the ~~meaning~~CCH ~~ascribed~~Revolving toFacility ~~them in the Notes Indenture~~Agent.

~~Registration~~The ~~Rights~~CCH 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 CCH’s debt credit ratings; (ii) a letter of credit fee equal to an annual rate ranging from 0.75% to 1.50%, depending on CCH’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

~~In connection with the issuance~~ of ~~the~~credit ~~Notes,~~issued ~~Cheniere~~under ~~Partners,~~ the ~~Guarantors~~CCH ~~and~~Revolving ~~BofA~~Credit ~~Securities,~~Agreement ~~Inc.,~~(each assuch ~~representative of the initial purchasers~~draw, ~~entered~~an ~~into a Registration Rights Agreement dated as of the Issue Date (the~~ “~~Registration~~LC ~~Rights Agreement~~Draw”). ~~Under~~and ~~the~~CCH ~~terms~~elects offor ~~the~~such ~~Registration~~draw ~~Rights~~to ~~Agreement,~~be ~~Cheniere~~deemed ~~Partners~~an ~~and~~LC ~~the~~Loan, ~~Guarantors~~such ~~have~~LC ~~agreed~~Loan toshall ~~use~~be ~~commercially~~a ~~reasonable~~base ~~efforts~~rate toRevolving ~~file~~Loan ~~with the U.S. Securities~~ and ~~Exchange~~may ~~Commission~~be ~~and~~converted ~~cause~~ to ~~become effective~~ a ~~registration~~Term ~~statement~~SOFR ~~with~~Revolving ~~respect~~Loan tounder ancertain ~~offer~~conditions. toLC ~~exchange~~Loans ~~any~~have ~~and all of the Notes, for~~ a ~~like~~term ~~aggregate principal amount~~ of ~~debt~~up ~~securities~~to ofone ~~Cheniere~~year. ~~Partners~~In ~~issued under~~ the ~~Notes~~event ~~Indenture~~that ~~and~~CCH ~~identical~~does innot ~~all~~elect ~~material~~for ~~respects~~an toLC ~~the~~Draw ~~respective Notes sought~~ to be ~~exchanged~~deemed ~~(other~~an ~~than~~LC ~~with~~Loan, ~~respect~~CCH tois ~~restrictions~~required ~~on transfer or~~ to ~~any~~pay ~~increase in annual interest rate), and that are registered under~~ the ~~Securities~~full ~~Act.~~amount ~~Cheniere~~of ~~Partners and~~ the ~~Guarantors~~LC ~~have~~Draw ~~agreed~~plus tointerest ~~use~~on ~~commercially~~such ~~reasonable~~amount ~~efforts~~at toa ~~cause~~rate ~~such~~per ~~registration~~annum ~~statement~~equal to ~~become~~the ~~effective~~base ~~within~~rate ~~360~~plus ~~days after the Issue Date~~2.0% ~~Under~~on ~~specified~~or ~~circumstances,~~prior ~~Cheniere Partners and the Guarantors have also agreed~~ to ~~use~~12:00 ~~commercially~~p.m., ~~reasonable~~New ~~efforts~~York toCity ~~cause~~time, toon ~~become effective a shelf registration statement relating to resales of~~ the ~~Notes.~~business ~~Cheniere~~day ~~Partners~~immediately ~~will~~succeeding ~~be obligated to pay additional interest if it fails to comply with~~ its ~~obligations~~timely toreceipt ~~register~~of ~~the~~notice ~~Notes~~of ~~within~~ the ~~specified~~LC ~~time periods~~Draw.

~~This~~Repayments description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

The maturity date under the CCH Revolving Credit Agreement will occur on June 26, 2031 (the “Maturity Date”) unless extended. CCH 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. CCH may prepay the Revolving Loans at any time without premium or penalty upon two business days’ notice.

The CCH 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 CCH 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 CCH 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 CCH’s outstanding senior notes; and

•

ERISA events.

Collateral

The loans under the CCH 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 CCH, 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 CCH 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 CCH Revolving Credit Agreement are secured by a pledge of the limited liability company interests in CCH. Obligations under the CCH 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 CCH Term Loan Facility Agreement”) with Société Générale, as term loan facility agent (the “CCH Term Loan Facility Agent”). The Second Amendment to CCH Term Loan Facility Agreement amends CCH’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 CEI Agreement, the CCH Revolving Credit Agreement and the Second Amendment to CCH 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, 10.2 and 10.3, 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 under 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 Number		Description
ExhibitNumber		Description
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 (incorporated by reference to Exhibit 4.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on June 9, 2026).
10.1*		Commitment Increase and Maturity Extension Agreement, dated as of June 26, 2026, among Cheniere Energy, Inc., the lenders party thereto and Société Générale, as Administrative Agent.
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 (incorporated by reference to Exhibit 4.2 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on June 9, 2026).
10.2		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 (incorporated by reference to Exhibit 10.1 to Cheniere Corpus Christi Holdings, LLC’s Current Report on File 8-K (SEC File No. 333-215435, filed on July 2, 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. (incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on June 9, 2026).
10.3		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 (incorporated by reference to Exhibit 10.2 to Cheniere Corpus Christi Holdings, LLC’s Current Report on File 8-K (SEC File No. 333-215435, filed on July 2, 2026)).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

*	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, INC.
Dated: June 9, 2026	By:	/s/ Zach Davis
Dated: July 2, 2026	By:	/s/ Zach Davis
	Name:	Zach Davis
	Title:	Executive Vice President and Chief Financial Officer

[Signature page to Closing Form 8-K]

Filing Compare · Cheniere Energy, Inc.