Fusco Jack A 4

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.