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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 333-215435

Cheniere Corpus Christi Holdings, LLC

(Exact name of registrant as specified in its charter)


Delaware			47-1929160
(State or other jurisdiction of incorporation or organization)			(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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Note: The registrant is a voluntary filer not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. However, the registrant has filed all reports required pursuant to Sections 13 or 15(d) during the preceding 12 months as if the registrant was subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of the issuer’s classes of common stock, as of the latest practicable date: Not applicable

CHENIERE CORPUS CHRISTI HOLDINGS, LLC

TABLE OF CONTENTS





























	Definitions	1
Part I. Financial Information
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Operations	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Member’s Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
	Note 1—Nature of Operations and Basis of Presentation	7



	Note 2—Trade and Other Receivables, Net of Current Expected Credit Losses	8
	Note 3—Inventory	8
	Note 4—Property, Plant and Equipment, Net of Accumulated Depreciation	8
	Note 5—Derivative Instruments	9

	Note 6—Accrued Liabilities	12
	Note 7—Debt	12
	Note 8—Revenues	14
	Note 9—Related Party Transactions	16
	Note 10—Segment Information and Customer Concentration	16
	Note 11—Supplemental Cash Flow Information	17

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

Part II. Other Information
Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

	Signatures	29

Table of Contents

DEFINITIONS

As used in this quarterly report, the terms listed below have the following meanings:

Common Industry and Other Terms


ASU						Accounting Standards Update



Bcfe						billion cubic feet equivalent

DOE						U.S. Department of Energy
EPC						engineering, procurement and construction

FASB						Financial Accounting Standards Board
FERC						Federal Energy Regulatory Commission
FID						final investment decision


GAAP						generally accepted accounting principles in the U.S.
Henry Hub						the final settlement price (in U.S. dollars per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin

IPM agreements						integrated production marketing agreements in which the gas producer sells to us gas on a global LNG or natural gas index price, less a fixed liquefaction fee, shipping and other costs

LNG						liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
MMBtu						million British thermal units; one British thermal unit measures the amount of energy required to raise the temperature of one pound of water by one degree Fahrenheit
mtpa						million tonnes per annum



SEC						U.S. Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate
SPA						LNG sale and purchase agreement
TBtu						trillion British thermal units; one British thermal unit measures the amount of energy required to raise the temperature of one pound of water by one degree Fahrenheit

Train						an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG

Table of Contents

Abbreviated Legal Entity Structure

The following diagram depicts our abbreviated legal entity structure as of March 31, 2026, including our ownership of certain subsidiaries, and the references to these entities used in this quarterly report:

CCH Org Chart and Cap Structure - Feb 2026.jpg

Unless the context requires otherwise, references to the “Company,” “we,” “us,” and “our” refer to Cheniere Corpus Christi Holdings, LLC and its consolidated subsidiaries.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions)

unaudited


	Three Months Ended March 31,
		2026		2025
Revenues
LNG revenues		$	1,730	$	1,078
LNG revenues—affiliate		854		508

Total revenues		2,584		1,586

Operating costs and expenses
Cost of sales (excluding operating and maintenance expense and depreciation and amortization expense shown separately below)		5,219		1,535
Cost of sales—affiliate		146		30

Operating and maintenance expense		162		141
Operating and maintenance expense—affiliate		42		31
Operating and maintenance expense—related party		8		8


General and administrative expense		2		1
General and administrative expense—affiliate		15		11
Depreciation and amortization expense		152		118

Total operating costs and expenses		5,746		1,875

Loss from operations		(3,162)		(289)

Other income (expense)
Interest expense, net of capitalized interest		(16)		(4)
Loss on modification or extinguishment of debt		(17)		—

Other income, net		1		3
Other income—affiliate		1		—
Total other expense		(31)		(1)




Net loss		$	(3,193)	$	(290)

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions)

unaudited



	March 31,		December 31,
	2026		2025
ASSETS
Current assets

Restricted cash and cash equivalents	$	221	$	195
Trade and other receivables, net of current expected credit losses	283		306
Trade receivables—affiliate	379		342
Advances to affiliates	95		100
Inventory	172		168
Current derivative assets	1		7

Prepaid expenses	7		15
Other current assets, net	37		30

Total current assets	1,195		1,163


Property, plant and equipment, net of accumulated depreciation	19,345		18,770

Derivative assets	1,736		3,913


Other non-current assets, net	407		421

Total assets	$	22,683	$	24,267

LIABILITIES AND MEMBER’S EQUITY
Current liabilities
Accounts payable	$	85	$	50

Accrued liabilities	796		752
Accrued liabilities—related party	3		3

Due to affiliates	103		184
Current derivative liabilities	1,693		433
Other current liabilities	15		11
Other current liabilities—affiliate	24		1
Total current liabilities	2,719		1,434

Long-term debt, net of unamortized discount and debt issuance costs	4,837		5,378
Derivative liabilities	623		308

Other non-current liabilities	26		28
Other non-current liabilities—affiliate	2		2
Total liabilities	8,207		7,150



Member’s equity	14,476		17,117
Total liabilities and member’s equity	$	22,683	$	24,267

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY

(in millions)

unaudited


Three Months Ended March 31, 2026
	Cheniere CCH HoldCo I, LLC		Total Member’s Equity





















Balance at December 31, 2025	$	17,117	$	17,117





Non-cash contribution from affiliate (see Note 7)	552		552



Net loss	(3,193)		(3,193)
Balance at March 31, 2026	$	14,476	$	14,476


Three Months Ended March 31, 2025
	Cheniere CCH HoldCo I, LLC		Total Member’s Equity
Balance at December 31, 2024	$	12,460	$	12,460
Distributions	(115)		(115)


Net loss	(290)		(290)
Balance at March 31, 2025	$	12,055	$	12,055

The accompanying notes are an integral part of these consolidated financial statements.

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

unaudited


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net loss	$	(3,193)	$	(290)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	152		118
Amortization of discount and debt issuance costs	2		2

Total losses on derivative instruments, net	3,805		682

Net cash used for settlement of derivative instruments	(47)		(17)

Other	21		(1)
Changes in operating assets and liabilities:
Trade and other receivables	28		(16)
Trade receivables—affiliate	(37)		(87)
Advances to affiliates	13		33
Inventory	(6)		(4)


Accounts payable and accrued liabilities	(60)		(17)
Due to affiliates	32		(10)
Accrued liabilities—related party	1		(1)
Total deferred revenue	(4)		(6)
Total deferred revenue—affiliate	23		—
Other, net	9		(13)
Other, net—affiliate	—		(1)
Net cash provided by operating activities	739		372

Cash flows from investing activities
Property, plant and equipment, net of proceeds from commissioning sales of LNG of $40 million and $35 million, respectively	(707)		(290)
Other, net	(2)		(2)
Net cash used in investing activities	(709)		(292)

Cash flows from financing activities
Proceeds from borrowings	100		—
Repayments and repurchases of debt	(100)		—



Distributions	—		(115)
Other	(4)		(4)
Net cash used in financing activities	(4)		(119)

Net increase (decrease) in restricted cash and cash equivalents	26		(39)
Restricted cash and cash equivalents—beginning of period	195		113
Restricted cash and cash equivalents—end of period	$	221	$	74

The accompanying notes are an integral part of these consolidated financial statements.

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

unaudited

NOTE 1—NATURE OF OPERATIONS AND BASIS OF PRESENTATION

We own a natural gas liquefaction and export facility located near Corpus Christi, Texas (the “Corpus Christi LNG Terminal”) through CCL, which has total expected production capacity of over 30 mtpa of LNG, inclusive of estimated debottlenecking opportunities, of which approximately 8 mtpa was under construction and the remainder was in operation as of March 31, 2026. The Corpus Christi LNG Terminal also has three LNG storage tanks and two marine berths. We also own an approximately 21-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several large interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline”).

The projects under construction at the Corpus Christi LNG Terminal include:

•a project consisting of seven midscale Trains that is expected to add total production capacity of over 10 mtpa of LNG once fully completed (the “Corpus Christi Stage 3 Project”), with approximately 3 mtpa under construction and the remainder in operation from the first five midscale Trains that have reached substantial completion as of March 31, 2026; and

•a project consisting of two additional midscale Trains that is expected to add total production capacity of approximately 5 mtpa of LNG once fully completed, inclusive of estimated debottlenecking opportunities (the “Midscale Trains 8 & 9 Project” and together with the existing assets at the Corpus Christi LNG Terminal, the Corpus Christi Stage 3 Project and the Corpus Christi Pipeline, the “Liquefaction Project”), which was under construction as of March 31, 2026.

We do not have employees and thus we and our subsidiaries have various services agreements with affiliates of Cheniere in the ordinary course of business, including services required to construct, operate and maintain the Liquefaction Project, and administrative services. See Note 9—Related Party Transactions for additional details of the activity under these services agreements during the three months ended March 31, 2026 and 2025.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of CCH have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2026.

We are a disregarded entity for federal, state and local income tax purposes. Our taxable income or loss, which may vary substantially from the net income or loss reported on our Consolidated Statements of Operations, is included in the consolidated tax return of Cheniere. Accordingly, no provision or liability for federal or state income taxes is included in the accompanying Consolidated Financial Statements. However, other state or local taxes owed by us are subject to a tax sharing arrangement our subsidiaries have with Cheniere.

Recent Accounting Standards

ASU 2024-03

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as clarified by ASU No. 2025-01 in January 2025. This guidance requires disaggregated disclosures about certain income statement expense line items on an annual and interim basis. We continue to evaluate the impact of the provisions of this guidance on our disclosures, but plan to adopt this guidance prospectively and conform with the disclosure requirements when it becomes mandatorily effective for our annual report for the year ending December 31, 2027.

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

NOTE 2—TRADE AND OTHER RECEIVABLES, NET OF CURRENT EXPECTED CREDIT LOSSES

Trade and other receivables, net of current expected credit losses, consisted of the following (in millions):



	March 31,		December 31,
	2026		2025
Trade receivables	$	268	$	288
Other receivables	15		18
Total trade and other receivables, net of current expected credit losses	$	283	$	306

Upon collection of our receivables, cash will be immediately restricted for the payment of liabilities related to the Liquefaction Project.

NOTE 3—INVENTORY

Inventory consisted of the following (in millions):



	March 31,		December 31,
	2026		2025
Materials	$	153	$	146
LNG	11		12

Natural gas	7		9
Other	1		1
Total inventory	$	172	$	168

NOTE 4—PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION

Property, plant and equipment, net of accumulated depreciation consisted of the following (in millions):



	March 31,		December 31,
	2026		2025
LNG terminal
Terminal and interconnecting pipeline facilities	$	18,201	$	17,283
Land	655		575
Construction-in-process	3,444		3,716
Accumulated depreciation	(2,962)		(2,811)
Total LNG terminal, net of accumulated depreciation	19,338		18,763
Fixed assets
Fixed assets	31		31
Accumulated depreciation	(24)		(24)
Total fixed assets, net of accumulated depreciation	7		7
Property, plant and equipment, net of accumulated depreciation	$	19,345	$	18,770

The following table shows depreciation expense and offsets to LNG terminal (in millions):


	Three Months Ended March 31,
		2026		2025
Depreciation expense		$	151	$	117
Sales proceeds earned from commissioning sales of LNG offset to LNG terminal (1)		43		45

(1)We realize offsets to LNG terminal for sales proceeds from commissioning volumes that were earned or loaded prior to the start of commercial operations of the respective Train during the testing phase for its construction.

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

NOTE 5—DERIVATIVE INSTRUMENTS

We have commodity derivatives consisting of natural gas and power supply contracts, including our long-term IPM agreements, for the development, commissioning and operation of the Liquefaction Project and expansion project, as well as the associated economic hedges (collectively, the “Liquefaction Supply Derivatives”).

The following table shows the fair value of our derivative instruments that are required to be measured at fair value on a recurring basis, distinguished by the fair value hierarchy levels prescribed by GAAP (in millions):


	Fair Value Measurements as of
	March 31, 2026								December 31, 2025
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total


Liquefaction Supply Derivatives asset (liability)	$	—	$	(49)	$	(530)	$	(579)	$	—	$	(14)	$	3,193	$	3,179

We value the Liquefaction Supply Derivatives using a market or option-based approach incorporating present value techniques, as needed, which incorporates observable commodity price curves, when available, and other relevant data.

We include a significant portion of the Liquefaction Supply Derivatives as Level 3 within the valuation hierarchy as the fair value is developed through the use of internal models, which incorporate significant unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants may use in valuing the asset or liability. To the extent valued using an option pricing model, we consider the future prices of energy units for unobservable periods to be a significant unobservable input to estimated net fair value. In estimating the future prices of energy units, we make judgments about market risk related to liquidity of commodity indices and volatility utilizing available market data. Changes in facts and circumstances or additional information may result in revised estimates and judgments, and actual results may differ from these estimates and judgments. We derive our volatility assumptions based on observed historical settled global LNG market pricing or accepted proxies for global LNG market pricing as well as settled domestic natural gas pricing. Such volatility assumptions also contemplate, as of the balance sheet date, observable forward curve data of such indices, as well as evolving available industry data and independent studies.

In developing our volatility assumptions, we acknowledge that the global LNG industry is inherently influenced by events such as unplanned supply constraints, geopolitical incidents, unusual climate events including drought and uncommonly mild, by historical standards, winters and summers, and real or threatened disruptive operational impacts to global energy infrastructure. Our current estimate of volatility includes the impact of otherwise rare events unless we believe market participants would exclude such events on account of their assertion that those events were specific to our company and deemed within our control. Our fair value estimates incorporate market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, as well as the timing of satisfaction of certain events or development of infrastructure to support natural gas gathering and transport. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

The Level 3 fair value measurements of our natural gas positions within the Liquefaction Supply Derivatives could be materially impacted by a significant change in certain natural gas and international LNG prices. The following table includes quantitative information for the unobservable inputs for the Level 3 Liquefaction Supply Derivatives as of March 31, 2026:

Net Fair Value Liability

(in millions)

Valuation Approach

Significant Unobservable Input

Range of Significant Unobservable Inputs / Weighted Average (1)

Liquefaction Supply Derivatives

$(530)

Market approach incorporating present value techniques

Henry Hub basis spread

$(6.340) - $0.050 / $(0.251)

Option pricing model

International LNG pricing spread, relative to Henry Hub (2)

70% - 537% / 181%

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

(2)Spread contemplates U.S. dollar-denominated pricing.

Increases or decreases in basis or pricing spreads, in isolation, would decrease or increase, respectively, the fair value of the Liquefaction Supply Derivatives.

The following table shows the changes in the fair value of the Level 3 Liquefaction Supply Derivatives (in millions):


	Three Months Ended March 31,
		2026		2025
Balance, beginning of period		$	3,193	$	506
Realized and change in fair value gains (losses) included in net loss (1):
Included in cost of sales, existing deals (2)		(3,839)		(764)
Included in cost of sales, new deals (3)		1		(1)
Purchases and settlements:
Purchases (4)		—		—
Settlements (5)		115		120


Transfers out of level 3 (6)		—		(1)
Balance, end of period		$	(530)	$	(140)
Unfavorable changes in fair value relating to instruments still held at the end of the period		$	(3,838)	$	(765)

(1)Does not include the realized value associated with derivative instruments that settle through physical delivery, as settlement is equal to the contractually fixed price from trade date multiplied by contractual volume. See settlements line item in this table.

(2)Impact to earnings on deals that existed at the beginning of the period and continue to exist at the end of the period.

(3)Impact to earnings on deals that were entered into during the reporting period and continue to exist at the end of the period.

(4)Includes any day one gain (loss) recognized during the reporting period on deals that were entered into during the reporting period, which continue to exist at the end of the period.

(5)Roll-off in the current period of amounts recognized in our Consolidated Balance Sheets at the end of the previous period due to settlement of the underlying instruments in the current period.

(6)Transferred out of Level 3 as a result of observable market for the underlying natural gas purchase agreements.

Liquefaction Supply Derivatives

We hold Liquefaction Supply Derivatives, which are indexed to Henry Hub, global LNG or other natural gas price indices. As of March 31, 2026, the remaining fixed terms of the Liquefaction Supply Derivatives ranged up to approximately 15 years, some of which commence or accelerate upon the satisfaction of certain events or development of infrastructure to support natural gas gathering and transport.

The forward notional amount for the Liquefaction Supply Derivatives was approximately 6,298 TBtu and 6,423 TBtu as of March 31, 2026 and December 31, 2025, respectively, inclusive of amounts under contracts with unsatisfied contractual conditions, and exclusive of extension options that were uncertain to be taken as of both March 31, 2026 and December 31, 2025.

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

The following table shows the effect and location of the Liquefaction Supply Derivatives recorded on our Consolidated Statements of Operations (in millions):


	Gain (Loss) Recognized in Consolidated Statements of Operations
Consolidated Statements of Operations Location (1)	Three Months Ended March 31,
	2026		2025
LNG revenues	$	(1)	$	1
Cost of sales	(3,804)		(683)

(1)Does not include the realized value associated with the Liquefaction Supply Derivatives that settle through physical delivery. Fair value fluctuations associated with our derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.

The following table shows the fair value and location of the Liquefaction Supply Derivatives on our Consolidated Balance Sheets (in millions):


	Fair Value Measurements as of
	March 31, 2026		December 31, 2025
Consolidated Balance Sheets Location
Current derivative assets	$	1	$	7

Derivative assets	1,736		3,913

Total derivative assets	1,737		3,920

Current derivative liabilities	(1,693)		(433)
Derivative liabilities	(623)		(308)
Total derivative liabilities	(2,316)		(741)

Derivative asset (liability), net	$	(579)	$	3,179

Consolidated Balance Sheets Presentation

The following table reconciles the fair value of our derivative assets and liabilities on a gross basis, by contract, to net amounts as presented on our Consolidated Balance Sheets after offsetting for any balances with the same counterparty under master netting arrangements or other relevant netting criteria under GAAP (in millions):


	Liquefaction Supply Derivatives
	March 31, 2026		December 31, 2025
Gross assets	$	3,530	$	4,724
Offsetting amounts	(1,793)		(804)
Net assets	$	1,737	$	3,920

Gross liabilities	$	(2,362)	$	(771)
Offsetting amounts	46		30
Net liabilities	$	(2,316)	$	(741)

The table below shows the collateral balances that are recorded within other current assets, net and other current liabilities that are not netted on our Balance Sheets (in millions):


	Balance Sheets Location	March 31,		December 31,
		2026		2025
Liquefaction Supply Derivatives	Other current assets, net	$	17	$	9
Liquefaction Supply Derivatives	Other current liabilities	(5)		—

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

NOTE 6—ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in millions):



	March 31,		December 31,
	2026		2025
Natural gas purchases	$	406	$	492
LNG terminal costs	292		193

Other accrued liabilities	98		67
Total accrued liabilities	$	796	$	752

NOTE 7—DEBT

Debt consisted of the following (in millions):



	March 31,		December 31,
	2026		2025
Senior Secured Notes:


5.125% due 2027	$	1,201	$	1,201
3.700% due 2029	1,125		1,125
3.788% weighted average rate due 2039 (1)	2,539		2,539
Total Senior Secured Notes	4,865		4,865
Term loan facility agreement (the “CCH Credit Facility”)	—		550
Working capital facility agreement (the “CCH Working Capital Facility”)	—		—
Total debt	4,865		5,415



Unamortized discount and debt issuance costs	(28)		(37)
Total long-term debt, net of unamortized discount and debt issuance costs	$	4,837	$	5,378

(1)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.

Credit Facilities

Below is a summary of our credit facilities outstanding as of March 31, 2026 (in millions):


	CCH Credit Facility		CCH Working Capital Facility
Total facility size	$	3,260	$	1,500

Less:
Outstanding balance	—		—
Commitments prepaid or terminated (1)	1,150		—
Letters of credit issued	—		110
Available commitment	$	2,110	$	1,390

Priority ranking	Senior secured		Senior secured
Interest rate on available balance (2)	SOFR plus credit spread adjustment of 0.1%, plus margin of 1.5% or base rate plus 0.5%		SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.5% or base rate plus 0.0% - 0.5%

Commitment fees on undrawn balance (2)	0.525%		0.10% - 0.20%
Letter of credit fees (2)	N/A		1.0% - 1.5%
Maturity date	(3)		June 15, 2027

(1)In March 2026, Cheniere prepaid $550 million of outstanding borrowings under the CCH Credit Facility on our behalf, in accordance with the Equity Contribution Agreement, as described in our annual report on Form 10-K for the fiscal year ended December 31, 2025. Additionally, Cheniere paid $2 million of accrued interest at the time of the prepayment on our behalf. We recorded this total payment as a contribution from Cheniere to us, for which we paid no consideration, within our Consolidated Statements of Member’s Equity. Concurrently, we canceled $600 million of unused commitments under the CCH Credit Facility.

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

(2)The margin on the interest rate, the commitment fees and the letter of credit fees are subject to change based on the applicable entity’s credit rating.

(3)The CCH Credit Facility matures the earlier of June 15, 2029 or two years after the substantial completion of the last Train of the Corpus Christi Stage 3 Project.

Restrictive Debt Covenants

The agreements governing our indebtedness contain customary terms and events of default and certain covenants that, among other things, may limit us and our restricted subsidiaries’ ability to make certain investments or pay distributions. For example, we are restricted from making distributions under agreements governing our indebtedness generally unless, among other requirements, appropriate reserves have been established for debt service using cash or letters of credit and a historical and projected debt service coverage ratio of at least 1.25:1.00 is satisfied. Additionally, our restricted cash and cash equivalents were primarily restricted for the payment of liabilities related to the Liquefaction Project as required under certain debt arrangements.

As of March 31, 2026, we were in compliance with all covenants related to our debt agreements.

Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in millions):


	Three Months Ended March 31,
		2026		2025
Total interest cost		$	61	$	54
Capitalized interest		(45)		(50)
Total interest expense, net of capitalized interest		$	16	$	4

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):


	March 31, 2026				December 31, 2025
	Carrying Amount (1)		Estimated Fair Value (2)		Carrying Amount (1)		Estimated Fair Value (2)
Senior Secured Notes	$	4,865	$	4,606	$	5,415	$	4,618

(1)Carrying amounts exclude unamortized discount and debt issuance costs.

(2)As of both March 31, 2026 and December 31, 2025, $1.8 billion of the fair value of our senior notes were classified as Level 3 since these senior notes were valued by applying an unobservable illiquidity adjustment to the price derived from trades or indicative bids of instruments with similar terms, maturities and credit standing. The remainder of the fair value of our senior notes was classified as Level 2, based on prices derived from trades or indicative bids of the instruments.

The estimated fair value of any outstanding borrowings under our credit facilities approximates the principal amount outstanding because the interest rates are indexed to market rates and the debt may be repaid, in full or in part, at any time without penalty.

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

NOTE 8—REVENUES

The following table represents a disaggregation of revenue earned (in millions):


	Three Months Ended March 31,
	2026		2025
Revenues from contracts with customers
LNG revenues (excluding net derivative gain (loss) below)	$	1,731	$	1,077
LNG revenues—affiliate	854		508
Total revenues from contracts with customers	2,585		1,585
Net derivative gain (loss) (see Note 5)	(1)		1
Total revenues	$	2,584	$	1,586

For the three months ended March 31, 2026 and 2025, we did not have any material revenue arrangements that were presented within our Consolidated Statements of Operations on a net basis.

Contract Assets and Liabilities

The following table shows our contract assets, net of current expected credit losses, which are included in other current assets, net and other non-current assets, net on our Consolidated Balance Sheets (in millions):



	March 31,		December 31,
	2026		2025
Contract assets, net of current expected credit losses	$	258	$	263

The following table reflects the changes in our contract liabilities, which are included in other current liabilities and other non-current liabilities on our Consolidated Balance Sheets (in millions):



	Three Months Ended March 31, 2026
Deferred revenue, beginning of period	$	32
Cash received but not yet recognized in revenue	—
Revenue recognized from prior period deferral	(3)
Deferred revenue, end of period	$	29

The following table reflects the changes in our contract liabilities to affiliate, which are included in other current liabilities—affiliate on our Consolidated Balance Sheets (in millions):



	Three Months Ended March 31, 2026
Deferred revenue—affiliate, beginning of period	$	—
Cash received but not yet recognized in revenue	23
Revenue recognized from prior period deferral	—
Deferred revenue—affiliate, end of period	$	23

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

Transaction Price Allocated to Future Performance Obligations

Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration, which we have not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied:


	March 31, 2026			December 31, 2025
	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)	Unsatisfied Transaction Price (in billions)		Weighted Average Recognition Timing (years) (1)
LNG revenues	$	41.1	8	$	41.7	8
LNG revenues—affiliate	3.9		9	1.0		7
Total revenues	$	45.0		$	42.7

(1)The weighted average recognition timing represents an estimate of the number of years during which we shall have recognized half of the unsatisfied transaction price.

The following potential future sources of revenue are omitted from the table above under exemptions we have elected: (1) all performance obligations that are part of a contract that has an original expected duration of one year or less and (2) substantially all variable consideration under our SPAs that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation when that performance obligation qualifies as a series. The amount of revenue from variable fees that is not included in the transaction price, and allocable to wholly unsatisfied future performance obligations or otherwise constrained, will vary based on (1) the future prices of the underlying variable index, primarily Henry Hub, throughout the contract terms, to the extent customers elect to take delivery of their LNG, (2) adjustments to the consumer price index and (3) the outcome of certain contingent events, including the achievement of milestones upon which delivery of LNG under certain contracts is conditioned.

The following table summarizes the percentage of variable consideration earned under contracts with customers included in the table above:


	Three Months Ended March 31,
		2026		2025
LNG revenues		67	%	56	%
LNG revenues—affiliate		80	%	82	%

Table of C ontents

CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

NOTE 9—RELATED PARTY TRANSACTIONS

Below is a summary of our related party transactions, all in the ordinary course of business, as reported on our Consolidated Statements of Operations (in millions):


	Three Months Ended March 31,
		2026		2025
LNG revenues—affiliate
SPAs and Letter Agreements		$	852	$	508
Contracts for Sale and Purchase of Natural Gas and LNG		2		—
Total LNG revenues—affiliate		854		508




Cost of sales—affiliate
Contracts for Sale and Purchase of Natural Gas and LNG		—		2
Shipping Services Agreements		146		28
Total cost of sales—affiliate		146		30






Operating and maintenance expense—affiliate
Services Agreements (see Note 1)		42		31




Operating and maintenance expense—related party
Natural Gas Transportation Agreements (1)		8		8




General and administrative expense—affiliate
Services Agreements (see Note 1)		15		11

Other income—affiliate
Services Agreements (see Note 1)		1		—

(1)These agreements are with related parties through Cheniere’s equity method investments. On February 13, 2025, Cheniere sold all of its interests in one of its equity method investments to a third party. We recognized $1 million of operating and maintenance expense from the investee during the three months ended March 31, 2025.

Assets and liabilities arising from the agreements with affiliates and other related parties referenced in the above table are classified as affiliate and related party, respectively, on our Consolidated Balance Sheets.

Disclosures relating to future consideration under revenue contracts with affiliates is included in Note 8—Revenues.

See our annual report on Form 10-K for the fiscal year ended December 31, 2025 for additional information regarding the agreements referenced in the above table, as well as a description of other agreements we have with our affiliates, including the Equity Contribution Agreement. During the three months ended March 31, 2026, Cheniere prepaid $552 million of outstanding borrowings, including accrued interest, under the CCH Credit Facility on our behalf, which was recorded as a non-cash contribution to us under the Equity Contribution Agreement, as further described in Note 7—Debt.

NOTE 10—SEGMENT INFORMATION AND CUSTOMER CONCENTRATION

We have determined that we operate as a single operating and reportable segment. The measure of profit and loss regularly provided to the chief operating decision maker (“CODM”) that is most consistent with GAAP is net loss, as presented in our Consolidated Statements of Operations. This measure contributes to the CODM’s assessment of performance and resource allocation, which includes monitoring of budget versus actual results, establishing compensation and deciding on capital allocation priorities. Significant expenses regularly provided to the CODM, and included in the measure of profit and loss, are cost of sales, operating and maintenance expense and general and administrative expense, as reported in our Consolidated Statements of Operations. Also provided regularly to the CODM are changes in the fair value of our derivative instruments, which are inclusive of significant noncash items, which were $3.8 billion and $684 million in losses for the three months ended March 31, 2026 and 2025, respectively. Interest income, which is included in other income, net on our Consolidated Statements of Operations, was $2 million for both the three months ended March 31, 2026 and 2025.

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CHENIERE CORPUS CHRISTI HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

unaudited

The measure of segment assets is reported on our Consolidated Balance Sheets as total assets. Substantially all of our tangible long-lived assets, which consist of property, plant and equipment, are located in the U.S. Total expenditures for additions to long-lived assets is reported on our Consolidated Statements of Cash Flows.

The following table shows the concentration of our customer credit risk with 10% or more of total revenues from contracts with external customers and/or trade receivables, net of current expected credit losses and contract assets, net of current expected credit losses. Customers under common control are considered to be a single customer.


	Percentage of Total Revenues from Contracts with External Customers		Percentage of Trade Receivables, Net and Contract Assets, Net from External Customers
	Three Months Ended March 31,			March 31,	December 31,
	2026	2025				2026	2025
Customer A	16%	21%				*	*
Customer B	11%	14%				—%	*
Customer C	*	12%				—%	*
Customer D	*	*				52%	46%
Customer E	*	*				10%	12%
Customer F	10%	*				*	*

* Less than 10%

NOTE 11—SUPPLEMENTAL CASH FLOW INFORMATION

The following table provides supplemental disclosure of substantive cash flow information (in millions):


	Three Months Ended March 31,
	2026		2025
Cash paid during the period for interest on debt, net of amounts capitalized	$	7	$	1

Non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment (1) (2)	271		176
Unpaid purchases of other non-current assets (1)	—		17


Non-cash contribution from Cheniere in connection with paydown of the CCH Credit Facility (see Note 7)	550		—

(1)Reflects unpaid portion, as of the end of each period, of assets and liabilities recognized during the respective periods.

(2)Net of proceeds not yet collected from commissioning sales of LNG of $24 million and $10 million, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Information Regarding Forward-Looking Statements

This quarterly report contains certain statements that are, or may be deemed to be, “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein or incorporated herein by reference are “forward-looking statements.” Included among “forward-looking statements” are, among other things:

•statements regarding our expected receipt of cash distributions from our subsidiaries;

•statements that we expect to commence or complete construction of our proposed LNG terminal, liquefaction facility, pipeline facility or other projects, or any expansions or portions thereof, by certain dates, or at all;

•statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;

•statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;

•statements regarding our future sources of liquidity and cash requirements;

•statements relating to the construction of our Trains and pipeline, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;

•statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total natural gas liquefaction or storage capacities that are, or may become, subject to contracts;

•statements regarding counterparties to our commercial contracts, construction contracts and other contracts;

•statements regarding our planned development and construction of additional Trains and pipelines, including the financing of such Trains and pipelines;

•statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;

•statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;

•statements relating to our goals, commitments and strategies in relation to environmental matters;

•statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions; and

•any other statements that relate to non-historical or future information.

All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “achieve,” “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “plan,” “potential,” “predict,” “project,” “pursue,” “target,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this quarterly report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained in this quarterly report are not guarantees of future performance and that such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements as a result of a variety of factors described in this quarterly report and in the other reports and other information that we file with the SEC, including those discussed under “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025. All forward-looking statements attributable to

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us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

Introduction

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future.

Our discussion and analysis includes the following subjects:

•Overview

•Overview of Significant Events

•Results of Operations

•Liquidity and Capital Resources

•Summary of Critical Accounting Estimates

•Recent Accounting Standards

Overview

We are a Delaware limited liability company formed by Cheniere. We provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world. We aspire to conduct our business in a safe and responsible manner, delivering a reliable, competitive and integrated source of LNG to our customers.

LNG is natural gas (primarily methane) in liquid form and is a cleaner dispatchable fuel for power generation. The LNG we produce is shipped all over the world, converted back into natural gas (called “regasification”) and then transported via pipeline to homes and businesses and used as an energy source that is essential for heating, cooking and other industrial uses.

We own a natural gas liquefaction and export facility located near Corpus Christi, Texas (the “Corpus Christi LNG Terminal”) through CCL, which has natural gas liquefaction facilities with total expected production capacity of over 30 mtpa of LNG, inclusive of estimated debottlenecking opportunities, of which approximately 8 mtpa was under construction and the remainder was in operation as of March 31, 2026. The Corpus Christi LNG Terminal also has three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters. We also own and operate through CCP an approximately 21-mile natural gas supply pipeline that interconnects the Corpus Christi LNG Terminal with several large interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline”).

The projects under construction at the Corpus Christi LNG Terminal include:

Our long-term counterparty arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows, and include SPAs, in which our customers are generally required to pay a fixed fee with respect to the

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contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, and long-term IPM agreements, in which a gas producer sells natural gas to us on a global LNG or natural gas index price, less a fixed liquefaction fee, shipping and other costs. The SPAs also have a variable fee component, which is primarily indexed to Henry Hub and generally structured to cover the cost of natural gas purchases, transportation and liquefaction fuel consumed to produce LNG. Since we procure most of our feedstock for LNG production from the U.S., the structure of these contracts helps limit our exposure to fluctuations in U.S. natural gas prices. Through our SPAs and long-term IPM agreements currently in effect, with approximately 16 years of weighted average remaining life as of March 31, 2026, we have contracted through third parties approximately 75% of the total anticipated production from the Liquefaction Project through the mid-2030s, excluding volumes that are contractually subject to additional liquefaction capacity beyond what is currently in construction or operation. Additionally, there are SPAs that Cheniere Marketing currently holds that are expected to be novated to us in the future. LNG produced by the Liquefaction Project that is not contracted under long-term contracts is available for Cheniere Marketing, Cheniere’s integrated marketing function, pursuant to an SPA it has with us.

We remain focused on safety, operational excellence and customer satisfaction. Increasing demand for LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction capacity at our Liquefaction Project as a result of debottlenecking and other optimization projects. We believe these factors provide a foundation for additional growth in our portfolio of customer contracts in the future. We hold a significant land position at the Corpus Christi LNG Terminal, which provides opportunity for further liquefaction capacity expansion. The development of any future expansions, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, regulatory approvals and acceptable commercial and financing arrangements before a positive FID is made.

Overview of Significant Events

Our significant events since January 1, 2026 and through the filing date of this Form 10-Q include the following:

Strategic

•Following our pre-filing in July 2025, in February 2026, we and another subsidiary of Cheniere filed an application with the FERC under the NGA for authorization to site, construct and operate in a phased approach the Expansion Project, a potential further expansion of the Corpus Christi LNG Terminal, inclusive of four liquefaction trains and supporting infrastructure, with an expected total peak production capacity of up to 24 mtpa of LNG, inclusive of estimated debottlenecking opportunities.

Operational

•As of May 1, 2026, over 1,400 cumulative LNG cargoes totaling over 95 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project.

•In March 2026, substantial completion of Train 5 of the Corpus Christi Stage 3 Project was achieved.

Financial

•In March 2026, the $550 million of outstanding borrowings under the CCH Credit Facility was fully prepaid by Cheniere on our behalf. Concurrently, we canceled $600 million of unused commitments under the CCH Credit Facility.

•In February 2026, Moody’s Ratings upgraded their rating of our senior secured notes from Baa2 to Baa1 with a stable outlook.

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Results of Operations


	Three Months Ended March 31,
(in millions)		2026		2025		Variance
Revenues
LNG revenues		$	1,730	$	1,078	$	652
LNG revenues—affiliate		854		508		346

Total revenues		2,584		1,586		998

Operating costs and expenses
Cost of sales (excluding operating and maintenance expense and depreciation and amortization expense shown separately below)		5,219		1,535		3,684
Cost of sales—affiliate		146		30		116

Operating and maintenance expense		162		141		21
Operating and maintenance expense—affiliate		42		31		11
Operating and maintenance expense—related party		8		8		—


General and administrative expense		2		1		1
General and administrative expense—affiliate		15		11		4
Depreciation and amortization expense		152		118		34

Total operating costs and expenses		5,746		1,875		3,871

Loss from operations		(3,162)		(289)		(2,873)

Other income (expense)
Interest expense, net of capitalized interest		(16)		(4)		(12)
Loss on modification or extinguishment of debt		(17)		—		(17)

Other income, net		1		3		(2)
Other income—affiliate		1		—		1
Total other expense		(31)		(1)		(30)




Net loss		$	(3,193)	$	(290)	$	(2,903)

Volumes loaded and recognized from the Liquefaction Project


	Three Months Ended March 31,
		2026		2025
		Operational	Commissioning	Total	Operational	Commissioning	Total
Volumes loaded and recognized (in TBtu)		269	6	275	197	6	203

Net loss

Net loss increased by $2.9 billion during the three months ended March 31, 2026 as compared to the same period of 2025 primarily due to $3.1 billion of unfavorable changes in the fair value of agreements accounted for as derivative instruments, largely associated with our derivatives related to long-term IPM agreements. These losses were primarily attributable to widening spreads between global and U.S. domestic natural gas benchmarks and elevated global natural gas price volatility influenced in part by the tightening supply conditions, transit constraints and heightened geopolitical uncertainties from the conflict and instabilities across parts of the Middle East during 2026. Partially offsetting these losses was an increase in revenues, net of cost of natural gas feedstock, of $302 million attributable to increased volume of LNG loaded and recognized between the years and $40 million attributable to increased U.S. domestic natural gas prices.

Continued tightening of global natural gas and LNG supply conditions, including upstream production constraints, liquefaction capacity limitations and shipping and transit disruptions in the Middle East, together with heightened geopolitical uncertainties in key producing and consuming regions, may result in sustained volatility in natural gas and LNG prices. Such volatility, along with fluctuations in regional price differentials, could materially affect the fair value of our agreements accounted for as derivatives, particularly those indexed to global gas benchmarks.

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The following is an expanded discussion of the material drivers of the variance in net loss:

Revenues

The $1.0 billion increase in total revenues during the three months ended March 31, 2026 as compared to the same period of 2025 was primarily due to:

•$685 million increase from higher production volume which was primarily due to the first four Trains of the Corpus Christi Stage 3 Project in operation throughout the three months ended March 31, 2026 as compared to the first Train of the Corpus Christi Stage 3 Project in operation for only half a month during the same period in 2025; and

•$273 million increase from higher pricing per MMBtu as a result of increased Henry Hub pricing.

Operating costs and expenses

The $3.9 billion increase in total operating costs and expenses during the three months ended March 31, 2026 as compared to the same period of 2025 was primarily attributable to:

•$3.1 billion of unfavorable changes in the fair value of agreements accounted for as derivative instruments included in cost of sales, primarily on our long-term IPM agreements, resulting from the widening of global and U.S. domestic natural gas spreads, due to changes in volatilities of applicable global and U.S. domestic natural gas prices and the effect of relative change in volatilities of applicable global and U.S. domestic natural gas prices;

•$508 million increase in cost of natural gas feedstock, largely due to increased volume of LNG delivered and to a lesser degree, increased U.S. natural gas prices; and

•$116 million increase in cost of sales—affiliate, primarily due to increased shipping and transportation-related fees paid to Cheniere Marketing under our shipping services agreements. Refer to the Related Party Transactions footnote in the Notes to Consolidated Financial Statements of our annual report on Form 10-K for the fiscal year ended December 31, 2025 for further discussion regarding this agreement.

Significant factors affecting our results of operations

Below are significant factors that affect our results of operations.

Gains and losses on derivative instruments

Derivative instruments, which we use to manage certain risks, are reported at fair value in our Consolidated Financial Statements, unless they satisfy criteria for, and we elect, the normal purchases and normal sales exception which applies the accrual method of accounting. For commodity derivative instruments, including those related to our long-term IPM agreements, the underlying LNG sales being economically hedged are accounted for under the accrual method of accounting, whereby revenues expected to be derived from the future LNG sales are recognized only upon delivery or realization of the underlying transaction. Notwithstanding the operational intent to mitigate risk exposure over time, the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, and given the significant volumes, long-term duration and volatility in price basis for certain of our derivative contracts, the use of derivative instruments may result in continued volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors that may be outside of our control. For example, as described in Note 5—Derivative Instruments of our Notes to Consolidated Financial Statements, the fair value of the Liquefaction Supply Derivatives incorporates, as applicable, market participant-based assumptions pertaining to certain contractual uncertainties, including those related to the availability of market information for delivery points, which may require future development of infrastructure, as well as the timing of satisfaction of certain events or development of infrastructure to support natural gas gathering and transport. We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved.

Commissioning volumes

Prior to substantial completion of a Train, amounts received from the sale of commissioning volumes from that Train are offset against LNG terminal construction-in-process, because these amounts are earned or loaded during the testing phase for

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the construction of that Train and are necessary activities to bring the asset to the condition for its intended use. During the three months ended March 31, 2026 and 2025, we realized offsets to LNG terminal costs of $43 million corresponding to 6 TBtu of LNG and $45 million corresponding to 6 TBtu of LNG, respectively, that was related to the sale of commissioning volumes associated with the Corpus Christi Stage 3 Project.

Additional liquefaction capacities

The Corpus Christi Stage 3 Project and Midscale Trains 8 & 9 Project are currently under construction and are expected to add over 15 mtpa of operational liquefaction capacity, inclusive of estimated debottlenecking opportunities, once all Trains reach substantial completion, of which approximately 8 mtpa is still under construction as of March 31, 2026. As of March 31, 2026, the first five Trains of the Corpus Christi Stage 3 Project were in operation, while as of March 31, 2025, only the first Train of the Corpus Christi Stage 3 Project was in operation. The operation and maintenance of these Trains and increased LNG volumes produced are expected to result in higher revenues and operating costs and expenses. Additionally, potential expansion projects that increase the amount of LNG volumes produced, including those discussed above in Disciplined Accretive Growth, would also be expected to result in higher revenues and operating costs and expenses.

Business Seasonality

Our quarterly results are affected by production levels, timing of our maintenance activities and the resulting availability of volumes. Therefore, operating profit may not be generated evenly throughout the year. Weather variations, including temperature, have an impact on LNG output at our Liquefaction Project. Our Liquefaction Project is capable of relatively higher production volumes during the cooler months as compared to the summer months. We typically perform our scheduled major maintenance activities at our site during shoulder months in the second and third quarters in order to mitigate the impact to our annual operating results.

Liquidity and Capital Resources

The following information describes our ability to generate and obtain adequate amounts of cash to meet our requirements in the short term and the long term. In the short term, we expect to meet our cash requirements using operating cash flows and available liquidity, consisting of restricted cash and cash equivalents and available commitments under our credit facilities. Additionally, we expect to meet our long term cash requirements by using operating cash flows and other future potential sources of liquidity, which may include debt offerings or contributions from Cheniere.

The table below provides a summary of our available liquidity (in millions). Future material sources of liquidity are discussed below.


	March 31, 2026




Restricted cash and cash equivalents designated for the Liquefaction Project	$	221
Available commitments under our credit facilities (1):
Term loan facility agreement (the “CCH Credit Facility”)	2,110
Working capital facility agreement (the “CCH Working Capital Facility”)	1,390
Total available commitments under our credit facilities	3,500

Total available liquidity	$	3,721

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of March 31, 2026. See Note 7—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to March 31, 2026 will be driven by future sources of liquidity and future cash requirements. For a discussion of our future sources and uses of liquidity, see the liquidity and capital resources disclosures in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

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Supplemental Guarantor Information

Certain debt obligations of CCH (the “Guaranteed Obligations”), consisting of the 5.125% Senior Secured Notes due 2027, 3.700% Senior Secured Notes due 2029 and the series of Senior Secured Notes due 2039 with weighted average rate of 3.788% (collectively, the “Senior Secured Notes”), are jointly and severally guaranteed by each of our consolidated subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (each a “Guarantor” and collectively, the “Guarantors”).

The Guarantors’ guarantees of such obligations are full and unconditional, subject to certain release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of all or substantially all of the capital stock or the assets of the Guarantors, (2) the designation of a Guarantor as an “unrestricted subsidiary” in accordance with the indentures governing the respective debt instruments (the “CCH Indentures”), (3) the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indentures and (4) the release and discharge of the Guarantors pursuant to the Common Security and Account Agreement. In the event of a default in payment of the principal or interest by CCH, whether at maturity of the respective debt instrument or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted against the Guarantors to enforce the guarantee.

The Guaranteed Obligations contain affirmative and negative covenants that are customary for the respective debt instrument, including, with limited exceptions, restrictions on CCH’s and the CCH Guarantors’ ability to incur additional indebtedness and/or liens, enter into hedging arrangements and/or engage in transactions with affiliates. The Guaranteed Obligations also include events of default that are customary for the respective debt instrument, which are subject to customary grace periods and materiality standards.

The rights of holders of the Guaranteed Obligations against the Guarantors may be limited under the U.S. Bankruptcy Code or federal or state fraudulent transfer or conveyance law. Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance or transfer under U.S. federal or state law. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of the Guarantors. Moreover, this provision may not be effective to protect the guarantee from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished.

The Guaranteed Obligations are CCH’s senior secured obligations, ranking senior in right of payment to any and all of CCH’s future indebtedness that is subordinated to the Guaranteed Obligations and equal in right of payment with CCH’s other existing and future indebtedness that is senior and secured by the same collateral securing the Guaranteed Obligations. The obligations of CCH under the Guaranteed Obligations are secured by substantially all of the assets of CCH and the Guarantors, as well as by all membership interests in CCH and each of the Guarantors on a pari passu basis with the CCH Credit Facility and the CCH Working Capital Facility.

Summarized financial information about us and the Guarantors as a group is omitted herein because such information would not be materially different from our Consolidated Financial Statements.

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Corpus Christi LNG Terminal Expansion

The following table summarizes the project completion and construction status of the Corpus Christi Stage 3 Project and the Midscale Trains 8 & 9 Project as of March 31, 2026:


	Corpus Christi Stage 3 Project	Midscale Trains 8 & 9 Project
Overall project completion percentage	96.5%	36.9%
Completion percentage of:
Engineering	99.7%	85.8%
Procurement	100.0%	51.7%
Subcontract work	96.8%	41.3%
Construction	91.0%	2.5%
Date of expected substantial completion	1H 2026 - 2H 2026 (1)	2H 2028

(1)As of March 31, 2026, substantial completions of the first five of seven midscale Trains of the Corpus Christi Stage 3 Project have been achieved.

Sources and Uses of Cash

The following table summarizes the sources and uses of our restricted cash and cash equivalents (in millions). The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table.


	Three Months Ended March 31,
	2026		2025

Net cash provided by operating activities	$	739	$	372
Net cash used in investing activities	(709)		(292)
Net cash used in financing activities	(4)		(119)















Net increase (decrease) in restricted cash and cash equivalents	$	26	$	(39)

Operating Cash Flows

The $367 million increase between the periods was primarily related to increased cash receipts from the sale of LNG cargoes due to higher revenue from increased Henry Hub pricing and higher production volume, as explained above in Results of Operations. Also contributing to the increase was working capital, which increased mainly due to differences in timing of payments to suppliers and cash collections from the sale of LNG cargoes.

Investing Cash Flows

Our investing net cash outflows primarily related to: (1) construction costs for the Corpus Christi Stage 3 Project, which were $414 million and $321 million during the three months ended March 31, 2026 and 2025, respectively, and (2) $247 million of costs paid for the Midscale Trains 8 & 9 Project during the three months ended March 31, 2026 primarily related to procurement and engineering, compared to no costs paid in the same period in 2025 since another subsidiary of Cheniere was developing the project prior to the EPC contract being novated to CCL upon FID of the Midscale Trains 8 & 9 Project in June 2025. We expect to continue to incur capital expenditures for the Corpus Christi Stage 3 Project and the Midscale Trains 8 & 9 Project as construction progresses on these projects.

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Financing Cash Flows

The following table summarizes our financing activities (in millions):


	Three Months Ended March 31,
	2026		2025
Proceeds from borrowings	$	100	$	—
Repayments and repurchases of debt	(100)		—



Distributions	—		(115)
Other	(4)		(4)
Net cash used in financing activities	$	(4)	$	(119)

Proceeds from Borrowings

We borrowed $100 million under the CCH Working Capital Facility during the three months ended March 31, 2026 which was repaid within the respective quarter in which the borrowing occurred.

Debt Redemptions and Repayments

We repaid $100 million under the CCH Working Capital Facility during the three months ended March 31, 2026.

Summary of Critical Accounting Estimates

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

Recent Accounting Standards

For a summary of recently issued accounting standards, see Note 1—Nature of Operations and Basis of Presentation of our Notes to Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marketing and Trading Commodity Price Risk

We have commodity derivatives consisting of natural gas and power supply contracts for the commissioning and operation of the Liquefaction Project, as well as the associated economic hedges (collectively, the “Liquefaction Supply Derivatives”). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location as follows (in millions):


	March 31, 2026				December 31, 2025
	Fair Value		Change in Fair Value		Fair Value		Change in Fair Value
Liquefaction Supply Derivatives	$	(579)	$	2,119	$	3,179	$	1,828

See Note 5—Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our derivative instruments.

ITEM 4. CONTROLS AND PROCEDURES

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports voluntarily filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our management, including our President and Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to

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Rule 13a-15 of the Exchange Act. Based on that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters. There have been no material changes to the legal proceedings disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2025.

ITEM 5. OTHER INFORMATION

On May 3, 2026, Cheniere executed a Deed of Guarantee in favor of CCL to guarantee all of the obligations of Cheniere Marketing International LLP (“CMI”) under the SPA between CCL and CMI, dated February 25, 2026.

ITEM 6. EXHIBITS

Exhibit No.

Description

10.1*

Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Corpus Christi Liquefaction Stage 3 Project, dated March 1, 2022, by and between CCL and Bechtel Energy, Inc.: (i) the Change Order CO-00116 Stage 3 VI-GO Fall Arrest System, dated December 1, 2025, (ii) the Change Order CO-00117 Train 2-4 FERC Refrigerant Staging and Fittings Changeout, dated January 26, 2026, (iii) the Change Order CO-00118 Thermoplastic Striping for Road Markings, dated January 26, 2026, and (iv) the Change Order CO-00119, Liquilink (Engineering and Hazop Only), dated January 26, 2026 (Portions of this exhibit have been omitted.)

10.2*

Deed of Guarantee, between Cheniere Energy, Inc. and CCL, dated May 4, 2026

22.1

List of Issuers and Guarantor Subsidiaries (Incorporated by reference to Exhibit 22.1 to the Company’s Annual Report on Form 10-K (SEC File No. 333-215435), filed on February 20, 2025)

31.1*

Certification by President and Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act

32.1**

Certification by President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



*			Filed herewith.
**			Furnished 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, thereunto duly authorized.


		CHENIERE CORPUS CHRISTI HOLDINGS, LLC

Date:	May 6, 2026	By:	/s/ Zach Davis
			Zach Davis
			President and Chief Financial Officer
			(Principal Executive and Financial Officer)


Date:	May 6, 2026	By:	/s/ David Slack
			David Slack
			Chief Accounting Officer
			(on behalf of the registrant and as principal accounting officer)

Cheniere Corpus Christi Holdings, LLC 10-Q