Markowitz Sean N 4

4 · Cheniere Energy, Inc. · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Cheniere (LNG) EVP Sean Markowitz Receives RSU Award; Shares Withheld

What Happened

Sean N. Markowitz, Executive Vice President, Chief Legal Officer and Corporate Secretary of Cheniere Energy (LNG), had a portion of a previously granted restricted stock unit (RSU) award vest on February 11, 2026. The filing shows an award/acquisition of 10,186 RSUs that converted into shares.
To satisfy tax withholding, the company withheld 1,157 shares valued at $219.41 each, totaling approximately $253,857. The Form 4 also records conversion/exercise-type entries (derivative code M) related to 2,939 share-equivalents; these entries reflect conversion/settlement of the RSU/derivative rather than an open-market sale.

Key Details

Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (two days later — appears timely).
Shares acquired via vesting: 10,186 RSUs (converted to share equivalents). Shares withheld for taxes: 1,157 at $219.41/share = $253,857.
Derivative-related entries: conversion/exercise (code M) involving 2,939 share-equivalents recorded in the filing (reflecting RSU conversion/settlement mechanics).
Shares owned after the transaction: not specified in the provided filing.
Footnotes: F1–F5 explain RSUs equal one share (or cash), withholding was to cover tax liability, the reported amount represents the portion of a prior RSU grant that vested Feb 11, 2026, and remaining RSU installments vest equally on Feb 11 of 2027, 2028 and 2029.

Context

RSU vesting and company share-withholding to satisfy taxes are routine compensation events and do not represent an open-market buy or sell. The withholding is effectively a cashless settlement to cover tax obligations, so no market sale by the insider is indicated in this filing.

Form 4

Period: 2026-02-11

EVP, CLO and Corp Sec

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-11+2,939→ 87,403 total
Tax Payment
Common Stock
[F2]
2026-02-11$219.41/sh−1,157$253,857→ 86,246 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-02-11−2,939→ 5,880 total
→ Common Stock (2,939 underlying)
Award
Restricted Stock Units
[F4][F5]
2026-02-11+10,186→ 10,186 total
→ Common Stock (10,186 underlying)

Footnotes (5)

[F1]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.
[F2]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.
[F3]Represents the portion of the previously reported RSU grant that vested February 11, 2026.
[F4]Each grant of a RSU is the economic equivalent of one share of common stock of the Company.
[F5]These RSUs vest in equal installments on each of February 11, 2027, February 11, 2028, and February 11, 2029, and may be paid in the Company's common stock or in cash.

Signature

/s/ Sean N. Markowitz|2026-02-13

1 file