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Cheniere Energy, Inc.·4

Feb 10, 8:15 PM ET

Fusco Jack A 4

4 · Cheniere Energy, Inc. · Filed Feb 10, 2026

Research Summary

AI-generated summary of this filing

Updated

Cheniere (LNG) CEO Jack Fusco Exercises Awards and Sells Shares

What Happened Jack A. Fusco, President and CEO of Cheniere Energy (LNG), had restricted stock units / derivative awards vest on Feb 8–9, 2026 and completed exercises/conversions. Portions of those vested awards were settled in shares and/or cash, and Fusco surrendered/withheld shares to the issuer to cover tax liabilities and settlement. Specific transactional items reported:

  • Feb 8, 2026: conversion/exercise of 16,892 derivative/RSU units; 10,995 shares were surrendered to the issuer at $199.65 for $2,195,152 and 5,897 shares (withheld) at $199.65 for $1,177,336.
  • Feb 9, 2026: conversion/exercise of 17,004 derivative/RSU units; 10,312 shares were surrendered to the issuer at $199.65 for $2,058,791 and 6,692 shares (withheld) at $199.65 for $1,336,058.
  • Total value of shares surrendered/withheld reported ≈ $6,767,337.
  • Prior (May 12, 2025): 362,031 shares were transferred into a grantor retained annuity trust (GRAT) following a marital property partition (not a market sale).

This activity is primarily surrender/withholding of shares to satisfy tax and settlement obligations (common in RSU/option vesting), not an open-market sale.

Key Details

  • Transaction dates: Feb 8–9, 2026; filing date: Feb 10, 2026 (timely filing).
  • Prices for surrendered/withheld shares: $199.65 per share.
  • Shares surrendered to issuer (D): 10,995 (2/8) and 10,312 (2/9).
  • Shares withheld for taxes (F): 5,897 (2/8) and 6,692 (2/9).
  • Exercised/converted derivatives (M): 16,892 (2/8) and 17,004 (2/9).
  • Reported total cash value surrendered/withheld ≈ $6.77M.
  • Footnotes: transfers to a GRAT and a marital property partition (F1, F2); RSUs represent rights to shares and portions vested Feb 8–9 and some settled in cash (F3–F8).
  • Shares owned after the transactions are not specified in the provided excerpt.

Context

  • These transactions reflect vested RSUs/derivative conversions and a cashless-style settlement where shares are surrendered/withheld to cover tax liabilities and settlement—routine insider administrative activity rather than an open-market sale driven by investment decisions.
  • Gifts/transfers to a GRAT (noted in May 2025) are estate/planning moves and do not signal market sentiment.
  • Transaction codes: M = exercise/conversion of derivative, D = disposition to issuer, F = payment of tax liability/withholding, G = gift.

Insider Transaction Report

Form 4
Period: 2026-02-08
Cheniere Energy, Inc.LNG
Fusco Jack A
DirectorPresident and CEO
Transactions
  • Gift

    Common Stock

    [F2]
    2025-05-12−362,031→ 0 total
  • Gift

    Common Stock

    [F2]
    2025-05-12+362,031→ 362,031 total(indirect: By Spouse)
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-08+16,892→ 16,892 total
  • Disposition to Issuer

    Common Stock

    [F4]
    2026-02-08$199.65/sh−10,995$2,195,152→ 5,897 total
  • Tax Payment

    Common Stock

    [F5]
    2026-02-08$199.65/sh−5,897$1,177,336→ 0 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-09+17,004→ 17,004 total
  • Disposition to Issuer

    Common Stock

    [F6]
    2026-02-09$199.65/sh−10,312$2,058,791→ 6,692 total
  • Tax Payment

    Common Stock

    [F5]
    2026-02-09$199.65/sh−6,692$1,336,058→ 0 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F7]
    2026-02-08−16,892→ 16,893 total
    → Common Stock (16,892 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F8]
    2026-02-09−17,004→ 0 total
    → Common Stock (17,004 underlying)
Holdings

  • Common Stock

    [F1]
    (indirect: by GRAT)
    362,031
Footnotes (8)
  • [F1]These shares, which were previously held by the reporting person directly, were previously transferred to a grantor retained annuity trust (the "GRAT"). As the reporting person is the trustee and the sole annuitant of the GRAT, this transfer was exempt from Section 16 pursuant to Rule 16a-13.
  • [F2]The reporting person and his spouse entered into a marital property partition agreement pursuant to which 362,031 shares previously reported as owned directly by the reporting person, and which was community property, became the separate property of his spouse and was subsequently transferred by his spouse to a GRAT. The reporting person is the trustee and his spouse is the sole annuitant of this GRAT.
  • [F3]Each Restricted Stock Unit ("RSU") represents a right to receive one share of common stock of Cheniere Energy, Inc. (the "Company") or the cash equivalent thereof.
  • [F4]Represents the portion of the previously reported RSU grant that vested February 8, 2026 and settled in cash.
  • [F5]These shares were withheld by the Company in order to satisfy the Reporting Person's tax liability incident to a vesting of restricted stock units.
  • [F6]Represents the portion of the previously reported RSU grant that vested February 9, 2026 and settled in cash.
  • [F7]Represents the portion of the previously reported RSU grant that vested February 8, 2026.
  • [F8]Represents the portion of the previously reported RSU grant that vested February 9, 2026.
Signature
/s/ Sean N. Markowitz under POA by Jack A. Fusco|2026-02-10

Documents

1 file
  • 4
    wk-form4_1770772498.xmlPrimary

    FORM 4