Cheniere Energy Partners (CQP)

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data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-10-29 (period ending 2026-09-30).

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 ability to pay distributions to our unitholders;

•statements regarding our expected receipt of cash distributions from SPLNG, SPL or CTPL;

•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 pipelines, 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 LNG regasification, 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 or pipelines, including the financing of such Trains or 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

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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 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 publicly traded Delaware limited partnership 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 in Cameron Parish, Louisiana at Sabine Pass (the “Sabine Pass LNG Terminal”), one of the largest LNG production facilities in the world, with a total production capacity of over 30 mtpa of LNG (the “Liquefaction Project”) as of September 30, 2026. The Sabine Pass LNG Terminal also has five LNG storage tanks with aggregate capacity of approximately 17 Bcfe and vaporizers with regasification capacity of approximately 4 Bcf/d, as well as three marine berths, two of which can accommodate vessels with nominal capacity of up to 266,000 cubic meters and the third berth, which can accommodate vessels with nominal capacity of up to 200,000 cubic meters. We also own and operate a 94-mile natural gas supply pipeline through our subsidiary, CTPL, that interconnects the Sabine Pass LNG Terminal with several large interstate and intrastate pipelines (the “Creole Trail Pipeline”).

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 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 13 years of weighted average remaining life as of September 30, 2026, we have contracted with third parties approximately 90% of the total anticipated production from the Liquefaction Project through the mid-2030s. Additionally, there are SPAs that Cheniere Marketing currently holds that may be novated to us in the future. LNG produced by the Liquefaction

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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.

Disciplined Accretive Growth

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. Capital investment parameters are the foundation of our disciplined, accretive growth, and include consideration to:

•Achieve value accretive returns through long-term commercial contracts: We aim to contract approximately 90% of our current and planned liquefaction capacity under long-term SPAs and long-term IPM agreements with creditworthy counterparties under the pricing structures described above, with financial parameters that consider, among other things, targeted unlevered returns, project leverage and distributions. Our success in securing long-term commercial contracts at desired returns is influenced by global LNG and natural gas market conditions and other uncertainties described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

•Achieve credit accretive returns: We aim to conservatively fund our projects through financing structures that sustain our long-term, run-rate leverage and credit metrics. Our ability to secure the required financing is influenced by market interest rates and other factors described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

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 Sabine Pass LNG Terminal, which provides opportunity for further liquefaction capacity expansion. We are developing a two-phased expansion adjacent to the Liquefaction Project, inclusive of three liquefaction trains and supporting infrastructure, with an expected total peak production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities (the “SPL Expansion Project”), and we are commercializing to support the additional liquefaction capacity associated with this project. The first phase is expected to include one liquefaction train, a boil-off gas re-liquefaction unit and related infrastructure and tie-ins to the existing Sabine Pass LNG Terminal. Inclusive of estimated debottlenecking opportunities, the first phase is expected to have total production capacity of over 6 mtpa of LNG. As discussed below, we have advanced certain commercialization, financing, engineering and procurement activities for the first phase.

Our activities, including our expansion activities, are highly regulated and require regulatory approvals at various stages, including approvals of the FERC and DOE under Sections 3 and 7 of the NGA, as well as several other material governmental and regulatory approvals and permits. The progression of our expansion project is dependent on receiving all regulatory approvals required within the respective stages. See our annual report on Form 10-K for the fiscal year ended December 31, 2025 for further discussion of the regulations under federal, state and local statutes, rules, regulations and laws to which we are subject and associated risk factors relating to regulations. The production capacity of the SPL Expansion Project is anticipated based on capacity, scale, location and infrastructure, as well as subject to regulatory review and approval, and may change based on design considerations, engagement with contractors and other factors. The expected production capacity is further subject to adjustment for planned maintenance, production reliability, potential overdesign and debottlenecking opportunities.

The SPL Expansion Project requires, among other things, regulatory approvals and acceptable commercial and financing arrangements before we make a positive FID. Risks associated with cost overruns and delays in the completion of our expansion projects are described in the risk factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

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The following table summarizes pre-FID development efforts and certain key milestones associated with the SPL Expansion Project:

SPL Expansion Project

Expected total peak production capacity of LNG

Up to ~ 20 mtpa

Milestone

Regulatory

FERC authorizations:

Final environmental impact statement

Order under Section 3 of NGA

Pending

Certification to commence construction

Pending

DOE export authorization:

FTA countries

Non-FTA countries

Pending

Commercialization and Other Contracting

Definitive SPAs and IPM agreements

Secured – first phase(1)

Financing

Commitments obtained – first phase(2)

Definitive full-scope EPC contract

Executed – first phase(3)

Target Milestone

FID

2026/2027 – first phase

ü indicates that the applicable regulatory approval or development milestone has been received or completed, as applicable, and may remain subject to conditionality

(1)Commercial support of the SPL Expansion Project includes the definitive agreements entered into by project entities and affiliates, including agreements available for assignment or novation to the applicable project entity.

(2)We have obtained commitments for a term loan credit facility to finance the construction costs of the first phase of the SPL Expansion Project that are not expected to be funded with available cash. Closing and funding under the financing remain subject to customary conditions, including the issuance of a positive FID with respect to the first phase of the SPL Expansion Project.

(3)In May 2026, SPL Stage V entered into a lump sum, turnkey EPC contract with Bechtel Energy, Inc. (“Bechtel”) for the first phase of the SPL Expansion Project and has commenced early engineering and procurement pursuant to the limited notices to proceed (“LNTPs”) issued.

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

•In October 2026, SPL entered into long-term LNG SPA with QatarEnergy to supply up to 2 mtpa of LNG on an FOB basis beginning in the early 2030s through 2054, with 1 mtpa subject to, among other things, a positive FID with respect to the first phase of the SPL Expansion Project.

•In September 2026, we received a final environmental impact statement from the FERC relating to the SPL Expansion Project.

•In May 2026, SPL Stage V entered into a lump sum, turnkey EPC contract with Bechtel for the first phase of the SPL Expansion Project and has commenced early engineering and procurement pursuant to the LNTPs issued.

Operational

•As of October 23, 2026, approximately 3,560 cumulative LNG cargoes totaling over 245 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project.

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Financial

•In June 2026, we issued and sold $1.0 billion aggregate principal amount of 5.350% Senior Notes due 2036 (the “2036 CQP Senior Notes”) and $750 million aggregate principal amount of 6.050% Senior Notes due 2056 (the “2056 CQP Senior Notes”), and a portion of the net proceeds were used to fully redeem $1.5 billion aggregate principal amount of SPL’s 5.00% Senior Secured Notes due 2027 (the “2027 SPL Senior Notes”), as well as for general corporate purposes, including funding a portion of the LNTP related to the first phase of the SPL Expansion Project.

•SPL repaid $54 million and $307 million aggregate principal amount of its senior notes during the three and nine months ended September 30, 2026, respectively, exclusive of amounts refinanced, as noted above.

•On October 23, 2026, with respect to the third quarter of 2026, we declared a cash distribution of $0.890 per common unit to unitholders of record as of November 3, 2026, and the related general partner distribution, to be paid on November 13, 2026. These distributions consist of a base amount of $0.775 per unit and a variable amount of $0.115 per unit.

Results of Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except per unit data)	2026		2025		Variance		2026		2025		Variance
Revenues
LNG revenues	$	1,956	$	1,837	$	119	$	6,561	$	5,961	$	600
LNG revenues—affiliate	567		518		49		2,044		1,738		306
Regasification revenues	34		34		—		102		102		—
Other revenues	17		15		2		50		47		3
Total revenues	2,574		2,404		170		8,757		7,848		909
Operating costs and expenses
Cost of sales (excluding operating and maintenance expense and depreciation and amortization expense shown separately below)	1,276		1,278		(2)		4,757		4,177		580
Cost of sales—affiliate	—		—		—		46		—		46
Operating and maintenance expense	236		191		45		692		683		9
Operating and maintenance expense—affiliate	43		40		3		136		126		10
Operating and maintenance expense—related party	—		—		—		—		28		(28)
General and administrative expense	3		3		—		9		9		—
General and administrative expense—affiliate	25		23		2		72		70		2
Depreciation and amortization expense	174		173		1		522		515		7
Other operating costs and expenses	2		—		2		6		2		4
Other operating costs and expenses—affiliate	—		—		—		1		1		—
Total operating costs and expenses	1,759		1,708		51		6,241		5,611		630
Income from operations	815		696		119		2,516		2,237		279
Other income (expense)
Interest expense, net of capitalized interest	(182)		(189)		7		(546)		(567)		21
Other income (expense), net	6		(2)		8		13		7		6
Other income—affiliate	—		1		(1)		3		23		(20)
Total other expense	(176)		(190)		14		(530)		(537)		7
Net income	$	639	$	506	$	133	$	1,986	$	1,700	$	286
Basic and diluted net income per common unit	$	1.01	$	0.80	$	0.21	$	3.34	$	2.79	$	0.55

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Volumes recognized as revenues

	Three Months Ended September 30,			Nine Months Ended September 30,
	2026	2025	Variance	2026	2025	Variance
Volumes recognized as revenues (in TBtu)	378	374	4	1,187	1,130	57

Net income

Net income increased by $133 million and $286 million during the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025.

The increase between the three month periods was primarily due to a $170 million increase in LNG revenues, net of cost of sales, as a result of favorable pricing effects associated with LNG volumes delivered during the comparative periods. The net impact of changes in the fair value of our derivative instruments was immaterial, reflecting offsetting fair value changes primarily from our IPM agreements and other natural gas supply contracts.

The increase between the nine month periods was primarily due to:

•$488 million increase in LNG revenues, net of cost of sales and excluding changes in fair value of agreements accounted for as derivative instruments, from favorable pricing effects associated with LNG volumes delivered during the comparative periods, and to a lesser degree from higher production volume; partially offset by:

•$208 million of unfavorable changes in fair value of our derivative instruments, comprised of:

◦$441 million of unfavorable changes in the fair value of our long-term IPM agreements prior to the NPNS designation in June 2026, as further described below, due 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 offset by:

◦$233 million of favorable changes in the fair value of other agreements accounted for as derivative instruments, largely due to changes in market-based locational forward price differentials for North American natural gas deliveries.

In June 2026, we designated the NPNS scope exception under Accounting Standards Codification Topic 815, Derivatives and Hedging, for our IPM agreements. The NPNS exception is available for contracts that are expected to be physically settled and used or sold in the normal course of business, which is consistent with our intended purpose to consume the delivered physical natural gas to produce LNG. Our designation considered increased observable U.S. Gulf Coast third-party physical natural gas market activity involving contracts indexed to global LNG or natural gas prices, among other factors, in evaluating whether the pricing mechanism is consistent with the economics of the underlying physical market. Following the NPNS designation, physical natural gas purchases under these agreements are no longer remeasured at fair value through earnings. Amounts are recognized under the applicable inventory and cost-of-sales guidance as the natural gas is received, consumed in the production process and the related LNG is sold. The estimated fair values of these agreements as of the designation date were established as the new cost basis and are being amortized into cost of sales on a systematic basis over the remaining expected terms of the agreements. Because recognition is based on the timing and volume of contract deliveries, the amounts recognized in any reporting period are expected to vary and are not expected to follow a linear pattern. These non-cash amounts reflect the amortization of deferred gains and losses established at the designation date rather than changes in current-period market prices. If it is determined that the contracts designated as NPNS no longer meet the scope exception, the contracts would be recorded at fair value and any gains and losses would be immediately recognized in earnings.

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

Revenues

Total revenues increased by $170 million and $909 million during the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025.

The increase between the three month periods was primarily attributable to a $131 million increase from higher pricing per MMBtu, primarily as a result of increased global LNG pricing associated with geopolitical uncertainties and instabilities,

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related to the SPA linked to the same global market prices as one of our long-term IPM agreements, and favorable pricing effects associated with the remaining LNG volumes delivered during the comparative periods.

The increase between the nine month periods was primarily attributable to:

•$551 million increase from higher pricing per MMBtu as a result of increased Henry Hub pricing; and

•$381 million increase due to higher production volume as a result of planned large-scale maintenance activities that occurred during the nine months ended September 30, 2025, but did not recur during the same period of 2026.

Operating costs and expenses

Total operating costs and expenses had a relatively immaterial change during the three months ended September 30, 2026 and increased by $630 million during the nine months ended September 30, 2026, respectively, as compared to the same periods of 2025.

The increase between the nine month periods was primarily attributable to:

•$338 million increase in the cost of natural gas feedstock between the nine month periods, largely due to the increase in U.S. natural gas prices and to a lesser degree from higher production volume, partially offset by a decrease in costs associated with the sale of certain unutilized natural gas procured for the liquefaction process; and

•$208 million of unfavorable changes in the fair value of agreements accounted for as derivative instruments included in cost of sales, of which $441 million of unfavorable changes related to the changes in fair value of the IPM agreements prior to the NPNS designation date in June 2026, as further described above under the caption Net income, due to favorable fair value changes recognized on these agreements in 2025 that did not recur following the NPNS designation because these agreements were no longer subject to recurring fair value measurement. The changes in the fair value of our long-term IPM agreements were partially offset by $233 million of favorable changes in the fair value of natural gas supply contracts accounted for as derivative instruments included in cost of sales, largely due to changes in market-based locational forward price differentials for North American natural gas deliveries.

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 qualify for, and we designate, an applicable scope exception under Accounting Standards Codification Topic 815, including the NPNS scope exception.

As noted above under Net income, we designated the NPNS scope exception in June 2026 for our IPM agreements previously accounted for as derivative instruments. Those agreements are no longer subject to recurring fair value adjustments and the market-driven earnings variability will be mitigated for those contracts that would have otherwise been marked-to-market in the absence of such designation.

Conversely, commodity contracts accounted for as derivative instruments and for which we have not designated the NPNS exception remain subject to fair value accounting in which gains and losses arising from changes in fair value affect earnings. For such contracts, 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 6—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,

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including those related to the availability of market information for delivery points. We may recognize changes in fair value through earnings that could impact our results of operations if and when such uncertainties are resolved.

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 cash and cash equivalents, 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 by us or our subsidiaries and equity offerings by us.

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

	September 30, 2026
Cash and cash equivalents	$	569
Restricted cash and cash equivalents designated for the Liquefaction Project	35
Available commitments under our credit facilities(1):
SPL Revolving Credit Facility	873
CQP Revolving Credit Facility	1,000
Total available commitments under our credit facilities	1,873
Total available liquidity	$	2,477

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of September 30, 2026. Additionally, we have secured commitments for a term loan credit facility to finance the construction costs of the first phase of the SPL Expansion Project, as discussed above in Overview, and to amend and extend the maturity of our $2.0 billion of aggregate revolving credit facilities at CQP and SPL, including the reallocation of $250 million in commitments from the SPL Revolving Credit Facility to the CQP Revolving Credit Facility. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to September 30, 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.

Although our sources and uses of cash are presented below from a consolidated standpoint, we and our subsidiary SPL operate with independent capital structures. Certain restrictions or requirements under debt instruments executed by SPL limit its ability to distribute cash, including the following:

•SPL is required to deposit all cash received into restricted cash and cash equivalents accounts under certain of its debt agreements. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the Liquefaction Project and other restricted payments. In addition, SPL’s operating costs are managed by subsidiaries of Cheniere under affiliate agreements, which may require SPL to advance cash to the respective affiliates; and

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•SPL is restricted by affirmative and negative covenants included in certain of its debt agreements in its ability to make certain payments, including distributions, unless specific requirements are satisfied. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional information on these covenants.

Despite the restrictions noted above, we believe that sufficient flexibility exists to enable each independent capital structure to meet its currently anticipated cash requirements. The sources of liquidity at SPL primarily fund the cash requirements of SPL, and any remaining liquidity not subject to restriction, as supplemented by liquidity provided by SPLNG, is available to enable CQP to meet its cash requirements.

Supplemental Guarantor Information

Certain debt obligations of CQP (the “Guaranteed Obligations”), consisting of the $1.5 billion of 4.500% Senior Notes due 2029, $1.5 billion of 4.000% Senior Notes due 2031, $1.2 billion of 3.25% Senior Notes due 2032, $1.4 billion of 5.950% Senior Notes due 2033, $1.2 billion of 5.750% Senior Notes due 2034, $1.0 billion of 5.550% Senior Notes due 2035, $1.0 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056 (collectively, the “CQP Senior Notes”) are jointly and severally guaranteed by certain subsidiaries of CQP (each a “Guarantor” and collectively, the “CQP Guarantors”), as prescribed within the respective debt agreements governing such Guaranteed Obligation.

The CQP Guarantors’ guarantees of such Guaranteed Obligations are full and unconditional, subject to certain release provisions including, as applicable, (1) the sale, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of a Guarantor, (2) the liquidation or dissolution of a Guarantor, (3) following the release of a Guarantor from another guarantee that resulted in the creation of its guarantee of the Guaranteed Obligation and (4) the legal defeasance or satisfaction and discharge of obligations under the indenture governing the CQP Senior Notes. In the event of a default in payment of the principal or interest by us, whether at maturity of the respective debt obligation or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted against the CQP 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 CQP’s and the CQP 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 CQP Guarantors may be limited under the U.S. Bankruptcy Code 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 CQP 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.

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The following tables include summarized financial information of CQP (the “Parent Issuer”) and the CQP Guarantors (together with the Parent Issuer, the “Obligor Group”

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Next expected filings

~2027-02-25 10-K expected by 2027-03-03 (in 119 days)
~2027-05-06 10-Q expected by 2027-05-13 (in 189 days)
~2027-08-05 10-Q expected by 2027-08-12 (in 280 days)
~2027-10-28 10-Q expected by 2027-11-04 (in 364 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-10-29 10-Q Quarterly Report
2026-10-23 8-K Other Events; Financial Statements and Exhibits
2026-09-02 S-4 Registration (Merger)
2026-08-06 10-Q Quarterly Report
2026-08-06 8-K Earnings Release; Financial Statements and Exhibits
2026-07-28 8-K Other Events; Financial Statements and Exhibits
2026-07-14 8-K Officer/Director Change
2026-06-09 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
2026-05-28 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
2026-05-27 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
2026-05-07 10-Q Quarterly Report
2026-05-07 8-K Earnings Release; Financial Statements and Exhibits
2026-04-28 8-K Other Events; Financial Statements and Exhibits
2026-04-06 8-K Officer/Director Change
2026-02-26 10-K Annual Report

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