Markowitz Sean N 4

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.