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What changed in Cheniere Energy Partners, L.P.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cheniere Energy Partners, L.P.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+233 added−187 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-20)

Top changes in Cheniere Energy Partners, L.P.'s 2025 10-K

233 paragraphs added · 187 removed · 155 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

80 edited+45 added−6 removed126 unchanged
Biggest changeIn the event Cheniere favors its interests over our interests, we may have less available cash to make distributions on our units than we otherwise would have if Cheniere had favored our interests. 22 Table of Contents Risks Relating to an Investment in Us and Our Common Units Our partnership agreement limits our general partner’s fiduciary duties to our unitholders and restricts the remedies available to our unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.
Biggest changeOur partnership agreement limits our general partner’s fiduciary duties to our unitholders and restricts the remedies available to our unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. Our partnership agreement contains provisions that reduce the standards to which our general partner would otherwise be held by state fiduciary duty law.
This determination can affect the amount of cash that is distributed to our unitholders; • our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf; • our general partner intends to limit its liability regarding our contractual and other obligations and, in some circumstances, is entitled to be indemnified by us; • our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units; and • our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
This determination can affect the amount of cash that is distributed to our unitholders in accordance with our partnership agreement; • our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf; • our general partner intends to limit its liability regarding our contractual and other obligations and, in some circumstances, is entitled to be indemnified by us; • our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units; and • our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
Examples include the exercise of its limited call right, the exercise of its rights to transfer or vote the units it owns, the exercise of its registration rights and its determination whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement; • provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as general partner, as long as it acted in good faith, meaning that it believed the decision was in the best interests of our partnership, including in resolution of conflicts of interest; • generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us; • provides that our general partner, its affiliates and their officers and directors will not be liable for monetary damages to us or our limited partners for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such conduct was criminal; and • provides that in resolving conflicts of interest, it will be presumed that in making its decision the conflicts committee or the general partner acted in good faith, and in any proceedings brought by or on behalf of any limited partner or us, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
Examples include the exercise of its limited call right, the exercise of its rights to transfer or vote the units it owns, the exercise of its registration rights and its determination whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement; • provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as general partner, as long as it acted in good faith, meaning that it believed the decision was in the best interests of our partnership, including in resolution of conflicts of interest; • generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us; • provides that our general partner, its affiliates and their officers and directors will not be liable for monetary damages to us or our limited partners for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such conduct was criminal; and 27 Table of Contents • provides that in resolving conflicts of interest, it will be presumed that in making its decision the conflicts committee or the general partner acted in good faith, and in any proceedings brought by or on behalf of any limited partner or us, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
We do not maintain key person life insurance policies on any personnel, and our general partner does not have any employment contracts or other agreements with key personnel binding them to provide services for any particular term. The loss of the services of any of these individuals could have a material adverse effect on our business.
We do not maintain key person life insurance policies on any personnel, and our general partner does not have any employment contracts or other agreements with key personnel binding them to provide services to us for any particular term. The loss of the services of any of these individuals could have a material adverse effect on our business.
A shortage in the labor pool of skilled workers, remoteness of our site locations, general inflationary pressures, changes in applicable laws and regulations or labor disputes could make it more difficult to attract and retain qualified personnel and could require an increase in the wage and benefits packages that Cheniere offers.
A shortage in the labor pool of skilled workers, remoteness of our site locations, general inflationary pressures, changes in applicable laws and regulations or labor disputes could make it more difficult for Cheniere to attract and retain qualified personnel and could require an increase in the wage and benefits packages that Cheniere offers.
Sales by us or any of our affiliated unitholders or affiliates of Blackstone of a substantial number of our common units, or the perception that such sales might occur, could have a material adverse effect on the price of our common units or could impair our ability to obtain capital through an offering of equity securities.
Sales by us or any of our affiliated unitholders or affiliates of Blackstone or Brookfield of a substantial number of our common units, or the perception that such sales might occur, could have a material adverse effect on the price of our common units or could impair our ability to obtain capital through an offering of equity securities.
If any of the lenders in the syndicates backing these facilities was unable to perform on its commitments, we may need to seek replacement financing, which may not be available as needed, or may be available in more limited amounts or on more expensive or otherwise unfavorable terms.
If any of the lenders in the syndicates backing these facilities was unable to perform on its commitments, we may need to seek replacement lenders or seek alternative financing, which may not be available as needed, or may be available in more limited amounts or on more expensive or otherwise unfavorable terms.
Business and Properties, it is expected that global demand for natural gas and LNG will continue to increase as nations seek more abundant, reliable and environmentally cleaner fuel alternatives to alternative fossil fuel energy sources such as oil and coal.
Business and Properties, it is expected that global demand for natural gas and LNG will continue to increase as nations seek more abundant, reliable and environmentally cleaner fuel alternatives to fossil fuel energy sources such as oil and coal.
Cheniere’s directors and officers have a fiduciary duty to make these decisions in favor of the owners of Cheniere, which may be contrary to our interests: 21 Table of Contents • our general partner controls the interpretation and enforcement of contractual obligations between us, on the one hand, and Cheniere, on the other hand, including provisions governing administrative services and acquisitions; • our general partner is allowed to take into account the interests of parties other than us, such as Cheniere and its affiliates, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to us and our unitholders; • our general partner has limited its liability and reduced its fiduciary duties under the partnership agreement, while also restricting the remedies available to our unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty; • Cheniere is not limited in its ability to compete with us.
Cheniere’s directors and officers have a fiduciary duty to make these decisions in favor of the owners of Cheniere, which may be contrary to our interests: • our general partner controls the interpretation and enforcement of contractual obligations between us, on the one hand, and Cheniere, on the other hand, including provisions governing administrative services and acquisitions; • our general partner is allowed to take into account the interests of parties other than us, such as Cheniere and its affiliates, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to us and our unitholders; • our general partner has limited its liability and reduced its fiduciary duties under the partnership agreement, while also restricting the remedies available to our unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty; • Cheniere is not limited in its ability to compete with us.
A cyber attack involving our business, operational control systems or related infrastructure, or that of third parties with whom we do business, including pipelines which supply our Liquefaction Project, or an attack on our critical suppliers, could negatively impact our business or operations, result in data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation.
A cyberattack involving our business, operational control systems or related infrastructure, or that of third parties with whom we do business, including pipelines which supply our Liquefaction Project, or an attack on our critical suppliers, could negatively impact our business or operations, result in data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation.
We also have agreements to compensate and to reimburse expenses of affiliates of Cheniere. All of these agreements involve conflicts of interest between us, on the one hand, and Cheniere and its other affiliates, on the other hand.
We also have agreements to compensate and to reimburse expenses of Cheniere’s affiliates. All of these agreements involve conflicts of interest between us, on the one hand, and Cheniere and its other affiliates, on the other hand.
If any pipeline connection were to become unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity, failure to replace contracted firm pipeline transportation capacity on economic terms, or any other reason, our ability to receive natural gas volumes to produce LNG or to continue shipping natural gas from producing regions or to end markets could be adversely impacted.
If any pipeline connection were to become unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity, failure to replace contracted firm pipeline transportation capacity on economic terms, or any other reason, our ability to receive natural gas volumes to produce LNG or for transporters to continue shipping natural gas to us from producing regions or to end markets could be adversely impacted.
A cyber attack involving our business or operational control systems or related infrastructure, or that of third parties pipelines with whom we do business, or an attack on our critical suppliers, could negatively impact our business or operations, result in data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation.
A cyberattack involving our business or operational control systems or related infrastructure, or that of third parties pipelines with whom we do business, or an attack on our critical suppliers, could negatively impact our business or operations, result in data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation.
While certain contractual provisions in our SPAs can limit the potential impact of disruptions, and historical indirect losses incurred 15 Table of Contents by us as a result of disruptions to our third party supply of natural gas have not been material, any significant disruption to our natural gas supply where we may not be protected could result in a substantial reduction in our revenues under our long-term SPAs or other customer arrangements, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
While certain contractual provisions in our SPAs can limit the potential impact of disruptions, and historical indirect losses incurred by us as a result of disruptions to our third party supply of natural gas have not been material, any significant disruption to our natural gas supply where we may not be protected could result in a substantial reduction in our revenues under our long-term SPAs or other customer arrangements, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
Such valuations are primarily valued based on estimated forward commodity prices and are more susceptible to variability particularly when markets are volatile, which could have a significant adverse effect on our earnings reported under GAAP. For example, as described in Results of Operations in Item 7.
Such valuations are primarily valued based on estimated forward commodity prices and are more susceptible to variability particularly when markets are volatile, which could have a significant adverse or otherwise volatile effect on our earnings reported under GAAP. For example, as described in Results of Operations in Item 7.
As of December 31, 2024, Cheniere owned approximately 239.9 million of our common units. We also filed a registration statement for the resale of 202,450,687 common units owned by Blackstone and its affiliates in 2017. Any sales of these units could have an adverse impact on the price of our common units.
As of December 31, 2025, Cheniere owned approximately 239.9 million of our common units. We also filed a registration statement for the resale of 202,450,687 common units owned by Blackstone and its affiliates in 2017. Any sales of these units could have an adverse impact on the price of our common units.
Furthermore, some foreign purchasers or suppliers of LNG may have economic or other reasons to obtain their LNG from, or direct their LNG to, non-U.S. markets or from or to our competitors’ liquefaction facilities in the United States. As described in Market Factors and Competition in Items 1. and 2.
Furthermore, some foreign purchasers or suppliers of LNG may have economic or other reasons to obtain their LNG from, or direct their LNG to, non-U.S. markets or from or to our competitors’ liquefaction facilities in the U.S. As described in Market Factors and Competition in Items 1. and 2.
Currently, our payments to Cheniere for labor consist of reimbursement of cost plus a fixed monthly fee (indexed for inflation) per mtpa, therefore any increases in Cheniere’s costs will increase our operating costs, which could materially and adversely affect our business results.
Currently, our payments to Cheniere for labor consist of reimbursement of cost plus a fixed monthly fee (indexed for inflation) per Train, therefore any increases in Cheniere’s costs will increase our operating costs, which could materially and adversely affect our business results.
The Creole Trail Pipeline is subject to regulation by the FERC under the NGA and the Natural Gas Policy Act of 1978 (the “NGPA” ). The FERC regulates the purchase and transportation of natural gas in interstate commerce, including the construction and operation of pipelines, the rates, terms and conditions of service and abandonment of facilities.
Our Creole Trail Pipeline is subject to regulation by the FERC under the NGA and the Natural Gas Policy Act of 1978 (the “NGPA” ). The FERC regulates the transportation of natural gas in interstate commerce, including the construction and operation of pipelines, the rates, terms and conditions of service and abandonment of facilities.
This provision of our partnership agreement could have an anti-takeover effect with respect to transactions not approved in advance by our general partner, including discouraging takeover attempts that might result in a premium over the market price for our common units. Our unitholders may not have limited liability if a court finds that unitholder action constitutes control of our business.
This provision of our partnership agreement could have an anti-takeover effect with respect to transactions not approved in advance by our general partner, including discouraging takeover attempts that might result in a premium over the market price for our common units. 28 Table of Contents Our unitholders may not have limited liability if a court finds that unitholder action constitutes control of our business.
However, future adverse weather events and collateral effects, or other disasters such as explosions, fires, floods or severe droughts, could cause damage to, or interruption of operations at our terminal or related infrastructure, which could impact our operating results, increase insurance premiums or deductibles paid and delay or increase costs associated with the construction and development of the Liquefaction Project or our other facilities.
However, future adverse weather events and collateral effects, or other disasters such as explosions, fires, floods or severe droughts, could cause damage to, or interruption of operations at our terminal or related infrastructure, or interruptions to our power supply, which could impact our operating results, increase insurance premiums or deductibles paid and delay or increase costs associated with the construction and development of the Liquefaction Project or our other facilities.
Factors which may negatively affect potential demand for LNG from our Liquefaction Project are diverse and include, among others: • increases in worldwide LNG production capacity and availability of LNG for market supply; • increases in demand for LNG but at levels below those required to maintain current price equilibrium with respect to supply; • increases in the cost to supply natural gas feedstock to our Liquefaction Project; • decreases in the cost of competing sources of natural gas or alternate fuels such as coal, heavy fuel oil and diesel; • decreases in the price of non-U.S.
Factors which may negatively affect potential demand for LNG from our Liquefaction Project are diverse and include, among others: • increases in worldwide LNG production capacity and availability of LNG for market supply; • decreases in demand for LNG or increases in demand for LNG but at levels below those required to maintain current price equilibrium with respect to supply; • increases in the cost to supply natural gas feedstock to our Liquefaction Project; • increases in the cost to supply power to our Liquefaction Project; • decreases in the cost of competing sources of natural gas or alternate fuels such as coal, heavy fuel oil and diesel; 22 Table of Contents • decreases in the price of non-U.S.
Cyber attacks on businesses have escalated in recent years, including as a result of geopolitical tensions, and use of the internet, cloud services, mobile communication systems and other public networks exposes our business and that of other third parties with whom we do business to potential cyber attacks, including third party pipelines which supply natural gas to our Liquefaction Project.
Cyberattacks on businesses have escalated in recent years, including as a result of geopolitical tensions, and use of the internet, cloud services, mobile communication systems and other public networks exposes our business and that of other third parties with whom we do business to potential cyberattacks, including third party pipelines which supply natural gas to our Liquefaction Project.
Cheniere is not restricted from competing with us and is free to develop, operate and dispose of, and is currently developing, LNG facilities, pipelines and other assets without any obligation to offer us the opportunity to develop or acquire those assets; • our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional partnership securities, and the establishment, increase or decrease in the amounts of reserves, each of which can affect the amount of cash that is distributed to our unitholders; • our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus.
Cheniere is not restricted from competing with us and is free to develop, operate and dispose of, and is currently developing, LNG facilities, pipelines and other assets without any obligation to offer us the opportunity to develop or acquire those assets; • our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional partnership securities, and the establishment, increase or decrease in the amounts of reserves, each of which can affect the amount of cash that is distributed to our unitholders in accordance with our partnership agreement; • our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which 26 Table of Contents does not reduce operating surplus.
Additionally, we hold certificates under Section 7(c) of the NGA that grant us land use rights relating to the situation of our pipeline on land owned by third parties. If we were to lose these rights or be required to relocate our pipeline, our business could be materially and adversely affected.
Additionally, we hold certificates under Section 7(c) of the NGA that grant us land 23 Table of Contents use rights relating to the situation of our pipeline on land owned by third parties. If we were to lose these rights or be required to relocate our pipeline, our business could be materially and adversely affected.
As an operator, we are required to: • perform ongoing assessments of pipeline safety and compliance; 20 Table of Contents • identify and characterize applicable threats to pipeline segments that could impact a high consequence area; • improve data collection, integration and analysis; • repair and remediate the pipeline as necessary; and • implement preventative and mitigating actions.
As an operator, we are required to: • perform ongoing assessments of pipeline safety and compliance; • identify and characterize applicable threats to pipeline segments that could impact a high consequence area; • improve data collection, integration and analysis; • repair and remediate the pipeline as necessary; and • implement preventative and mitigating actions.
Total expenditures related to environmental and similar laws and governmental regulations, including capital expenditures, were immaterial to our Consolidated Financial Statements for the years ended December 31, 2024, 2023 and 2022.
Total expenditures related to environmental and similar laws and governmental regulations, including capital expenditures, were immaterial to our Consolidated Financial Statements for the years ended December 31, 2025, 2024 and 2023.
Non-U.S. unitholders are generally taxed and subject to income tax filing requirements by the United States on income effectively connected with a U.S. trade or business (“effectively connected income”).
Non-U.S. unitholders are generally taxed and subject to income tax filing requirements by the U.S. on income effectively connected with a U.S. trade or business (“effectively connected income”).
Liabilities to partners on account of their partner interests and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted. 24 Table of Contents Affiliates of our general partner or affiliates of Blackstone Inc. (“Blackstone”) or Brookfield Asset Management Inc.
Liabilities to partners on account of their partner interests and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted. Affiliates of our general partner or affiliates of Blackstone Inc. (“Blackstone”) or Brookfield Asset Management Inc.
In August 2020, SPL entered into an arrangement with its affiliate to provide the ability, in limited circumstances, to potentially fulfill commitments to LNG buyers from the other facility in the event operational conditions impact operations at the Sabine Pass LNG Terminal or at its affiliate’s terminal.
In August 2020, SPL entered into an arrangement with an affiliate to provide the ability, in limited circumstances, to potentially fulfill commitments to LNG buyers from another affiliate’s facility in the event operational conditions impact operations at the Sabine Pass LNG Terminal or at another affiliate’s terminal.
Unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax liability attributable to their share of our taxable income. Tax gain or loss on the disposition of our common units could be different than expected.
Unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax liability attributable to their share of our taxable income. 30 Table of Contents Tax gain or loss on the disposition of our common units could be different than expected.
Any significant impediment to the ability to continue to secure long term commercial contracts or deliver LNG from the United States could have a material adverse effect on our customers and on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. We face competition based upon the international market price for LNG.
Any significant impediment to the ability to continue to secure long term commercial contracts or deliver LNG from the U.S. could have a material adverse effect on our customers and on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. We face competition based upon the international market price for LNG.
A unitholder’s share of our income, gain, 26 Table of Contents loss and deduction, and any gain from the sale or disposition of our common units will generally be considered to be “effectively connected” with a U.S. trade or business and subject to U.S. federal income tax.
A unitholder’s share of our income, gain, loss and deduction, and any gain from the sale or disposition of our common units will generally be considered to be “effectively connected” with a U.S. trade or business and subject to U.S. federal income tax.
In addition, certain laws and regulations authorize regulators having jurisdiction over the construction and operation of our LNG terminal, marine berths and pipeline, including the FERC, PHMSA, EPA and the United States Coast Guard, to issue regulatory enforcement actions, which may restrict or limit operations or increase compliance or operating costs.
In addition, certain laws and regulations authorize regulators having jurisdiction over the construction and operation of our LNG terminal, marine berths and pipeline, including FERC, PHMSA, EPA and the U.S. Coast Guard, to issue regulatory enforcement actions, which may restrict or limit operations or increase compliance or operating costs.
We depend on Cheniere’s hiring and retaining personnel to provide sufficient support for the aforementioned services. Cheniere competes with other liquefaction projects in the United States and globally, other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to support us and to provide our customers with the highest quality service.
We depend on Cheniere’s hiring and retaining personnel to provide sufficient support for the aforementioned services. Cheniere competes with other liquefaction projects in the U.S. and globally, other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to support us and to provide our customers with the highest quality service.
Some of these sources of energy may be available at a lower cost than LNG from the Liquefaction Project in certain markets. The cost of LNG supplies from the United States, including the Liquefaction Project, may also be impacted by an increase in natural gas prices in the United States. As described in General in Items 1. and 2.
Some of these sources of energy may be available at a lower cost than LNG from the Liquefaction Project in certain markets. The cost of LNG supplies from North America, including the Liquefaction Project, may also be impacted by an increase in natural gas prices in North America. As described in General in Items 1. and 2.
To date, the FERC has issued orders under Section 3 of the NGA authorizing the siting, construction and operation of the six Trains and related facilities of the Liquefaction Project, as well as orders under Section 7 of the NGA authorizing the construction and operation of the Creole Trail Pipeline.
To date, the FERC has issued orders under Section 3 of the NGA authorizing the siting, construction and operation of all of our Trains and related facilities of the Liquefaction Project, as well as orders under Section 7 of the NGA authorizing the construction and operation of the Creole Trail Pipeline.
Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire 23 Table of Contents information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.
Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.
In addition to restrictions on the ability of us and SPL to make distributions or incur additional indebtedness, the agreements governing SPL’s indebtedness also contain various other covenants that may prevent them from engaging in beneficial transactions, including limitations on their ability to: • make certain investments; • purchase, redeem or retire equity interests; • issue preferred stock; • sell or transfer assets; • incur liens; • enter into transactions with affiliates; • consolidate, merge, sell or lease all or substantially all of its assets; and • enter into sale and leaseback transactions.
In addition to restrictions on the ability of us and SPL to make distributions or incur additional indebtedness, as further described in the immediately preceding risk factor, the agreements governing SPL’s indebtedness also contain various other covenants that may prevent them from engaging in beneficial transactions, including limitations on their ability to: • make certain investments; • purchase, redeem or retire equity interests; • issue preferred stock; • sell or transfer assets; • incur liens; • enter into transactions with affiliates; • consolidate, merge, sell or lease all or substantially all of its assets; and • enter into sale and leaseback transactions.
The success of our business plan is dependent, in part, on the extent to which LNG can, for significant periods and in significant volumes, be supplied from the United States and delivered to international markets at a lower cost than the cost of alternative energy sources.
The success of our business plan is dependent, in part, on the extent to which LNG can, for significant periods and in significant volumes, be supplied from North America and delivered to international markets at a lower cost than the cost of alternative energy sources.
Through the use of improved exploration technologies, additional sources of natural gas may be discovered outside the United States, which could increase the available supply of natural gas outside the United States and could result in natural gas in those markets being available at a lower cost than LNG exported to those markets.
Through the use of improved exploration technologies, additional sources of natural gas may be discovered outside North America, which could increase the available supply of natural gas outside North America and could result in natural gas in those markets being available at a lower cost than LNG exported to those markets.
Our business is and will be subject to extensive federal, state and local laws, rules and regulations applicable to our construction and operation activities relating to, among other things, air quality, water quality, waste management, natural 19 Table of Contents resources and health and safety.
Our business is and will be subject to extensive federal, state and local laws, rules and regulations applicable to our construction and operation activities relating to, among other things, air quality, water quality, waste management, natural resources and health and safety.
Natural gas and LNG prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to one or more of the following factors: • competitive liquefaction capacity in North America; • insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide; • insufficient LNG tanker capacity; • weather conditions, including temperature volatility resulting from climate change, and extreme weather events may lead to unexpected distortion in the balance of international LNG supply and demand; 16 Table of Contents • reduced demand and lower prices for natural gas; • increased natural gas production deliverable by pipelines, which could suppress demand for LNG; • decreased oil and natural gas exploration activities which may decrease the production of natural gas, including as a result of any potential ban on production of natural gas through hydraulic fracturing; • cost improvements that allow competitors to provide natural gas liquefaction capabilities at reduced prices; • changes in supplies of, and prices for, alternative energy sources which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding exported LNG, natural gas or alternative energy sources, which may reduce the demand for exported LNG and/or natural gas; • political conditions in customer regions; • sudden decreases in demand for LNG as a result of natural disasters or public health crises, including the occurrence of a pandemic, and other catastrophic events; • adverse relative demand for LNG compared to other markets, which may decrease LNG exports from North America; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
Natural gas and LNG prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to one or more of the following factors: • increasingly competitive North American LNG landscape; • insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide; • insufficient LNG tanker capacity; • weather conditions, including temperature volatility resulting from climate change, and extreme weather events may lead to unexpected distortion in the balance of international LNG supply and demand; • reduced demand and lower prices for natural gas worldwide; • increased demand for natural gas in North America; • increased natural gas production worldwide, either domestically or deliverable by pipelines, which could suppress demand for LNG; • decreased oil and natural gas exploration activities which may decrease the production of natural gas in North America; • cost improvements that allow competitors to provide natural gas liquefaction capabilities at reduced prices; • changes in supplies of, and prices for, alternative energy sources which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding exported North American LNG, natural gas or alternative energy sources, which may reduce the demand for exported North American LNG and/or natural gas; • political conditions in customer regions; • sudden decreases in demand for LNG as a result of natural disasters or public health crises, including the occurrence of a pandemic, and other catastrophic events; • adverse relative demand for North American LNG compared to other sources, which may decrease LNG exports from North America; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
Political instability in foreign countries that import or export natural gas, or strained relations between such countries and the United States, may also impede the willingness or ability of LNG purchasers or suppliers and merchants in such countries to import LNG from the United States.
Political instability in foreign countries that import or export natural gas, or strained relations between such countries and the U.S., may also impede the willingness or ability of LNG purchasers or suppliers and merchants in such countries to import LNG from the U.S.
Operations of the Liquefaction Project are dependent upon the ability of our SPA customers to deliver LNG supplies from the United States, which is primarily dependent upon LNG being a competitive source of energy internationally.
Operations of the Liquefaction Project are dependent upon the ability of our SPA customers to deliver LNG supplies from North America, which is primarily dependent upon LNG being a competitive source of energy internationally.
In addition, Cheniere, through CCL, is currently operating three Trains at a natural gas liquefaction facility near Corpus Christi, Texas and CCL has entered into fixed price SPAs with third-parties for the sale of LNG from this natural gas liquefaction facility, and may continue to enter in commercial arrangements with respect to this liquefaction facility that might otherwise have been entered into with respect to any of our future Trains.
In addition, Cheniere, through CCL, is currently operating, and further constructing and developing expansion projects at, a natural gas liquefaction facility near Corpus Christi, Texas and CCL has entered into SPAs with third-parties for the sale of LNG from this natural gas liquefaction facility, and may continue to enter in commercial arrangements with respect to this liquefaction facility that might otherwise have been entered into with respect to any of our future Trains.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, our net income for the years ended December 31, 2024 and 2023 included $388 million and $2.1 billion of gains, respectively, resulting from changes in the fair values of our derivatives, substantially all of which were related to commodity derivative instruments indexed to international LNG prices, mainly our IPM agreement.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, our net income for the years ended December 31, 2025 and 2024 included $732 million and $388 million of gains, respectively, resulting from changes in the fair values of our derivatives, substantially all of which were related to commodity derivative instruments indexed to international LNG prices, mainly our IPM agreements.
The design, construction and operation of interstate natural gas pipelines, our LNG terminal, including the Liquefaction Project, the SPL Expansion Project and other facilities, as well as the export of LNG and the purchase and transportation of natural gas, are highly regulated activities.
The design, construction and operation of interstate natural gas pipelines, Trains, including those at the Liquefaction Project, the SPL Expansion Project and other facilities, as well as the export of LNG and the purchase and transportation of natural gas, are highly regulated activities.
As of December 31, 2024, Cheniere had 1,714 full-time employees, including 501 employees who directly supported our operations. We have contracted with subsidiaries of Cheniere to provide the personnel necessary for the construction, operation, maintenance and management of the Liquefaction Project and the Creole Trail Pipeline, and administrative services.
As of December 31, 2025, Cheniere had 1,717 full-time employees, including 508 employees who directly supported our operations. We have contracted with subsidiaries of Cheniere to provide the personnel necessary for the construction, operation, 25 Table of Contents maintenance and management of the Liquefaction Project and the Creole Trail Pipeline, and administrative services.
Our LNG terminal infrastructure and LNG facility located in or near Sabine Pass, Louisiana are designed in accordance with requirements of 49 Code of Federal Regulations Part 193, Liquefied Natural Gas Facilities: Federal Safety Standards , and all applicable industry codes and standards.
Our LNG terminal infrastructure and LNG facility are designed in accordance with the requirements of 49 Code of Federal Regulations Part 193, Liquefied Natural Gas Facilities: Federal Safety Standards , and all applicable industry codes and standards.
It also could affect the amount of gain from our unitholders’ sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions. Additions or changes in tax laws and regulations could potentially affect our financial results or liquidity.
It also could affect the amount of gain from our unitholders’ sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions.
The Internal Revenue Service (“IRS”) may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.
The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.
While historically we have not incurred significant or prolonged disruptions to our natural gas supply that have resulted in a material adverse impact to our operations, due to the criticality of natural gas supply to our production of LNG, our failure to purchase or receive physical delivery of sufficient quantities of natural gas under circumstances where we may not be protected could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
While historically we have not incurred significant or prolonged disruptions to our natural gas supply that have resulted in a material adverse impact to our operations, due to the criticality of natural gas supply to our production of LNG, our failure to purchase or receive physical delivery of sufficient quantities of natural gas under circumstances where we may not be protected could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 18 Table of Contents We are subject to significant construction and operating hazards and uninsured risks, one or more of which may create significant liabilities and losses for us.
As of December 31, 2024, we had, on a consolidated basis, $270 million of cash and cash equivalents, $109 million of restricted cash and cash equivalents, a total of $1.8 billion of available commitments under our credit facilities and $15.2 billion of total debt outstanding (before unamortized discount and debt issuance costs).
As of December 31, 2025, we had, on a consolidated basis, $182 million of cash and cash equivalents, $19 million of restricted cash and cash equivalents, a total of $1.8 billion of available commitments under our credit facilities and $14.6 billion of total debt outstanding (before unamortized discount and debt issuance costs).
As of December 31, 2024, we had SPAs with a total of 11 different third party customers. 13 Table of Contents While substantially all of our long-term third party customer arrangements are executed with a creditworthy parent company or secured by a parent company guarantee or other form of collateral, we are nonetheless exposed to credit risk in the event of a customer default that requires us to seek recourse.
While substantially all of our long-term third party customer arrangements are executed with a creditworthy company or secured by a parent company guarantee or other form of collateral, we are nonetheless exposed to credit risk in the event of a customer default that requires us to seek recourse.
The IRS may adopt positions that differ from the positions that we take, even positions taken with advice of counsel. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions that we take. A court may not agree with some or all of the positions that we take.
It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions that we take. A court may not agree with some or all of the positions that we take.
Adverse trends or developments affecting any of these factors could result in decreases in the price of LNG and/or natural gas, which could materially and adversely affect our LNG business and the performance of our customers, and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
Adverse trends or developments affecting any of these factors could result in decreases in the price of LNG and/or natural gas, which could materially and adversely affect our LNG business and the performance of our customers, and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. 21 Table of Contents Failure of exported LNG to be a long term competitive source of energy for international markets could adversely affect our customers and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
In addition, our liquidity may be adversely impacted by the cash margin requirements of the respective commodity exchanges or over-the-counter arrangements, or the failure of a counterparty to perform in accordance with a contract.
In addition, our liquidity may be adversely impacted by the cash margin requirements of the respective commodity exchanges or over-the-counter arrangements.
For example, SPL is restricted from making distributions under agreements governing its 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 1.25:1.00 is satisfied.
For example, SPL is restricted from making distributions under agreements governing its 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 1.25:1.00 is satisfied. 16 Table of Contents Any inability to pay distributions by us or our subsidiaries as a result of the foregoing restrictions could have a material adverse effect on our liquidity.
Any inability to pay distributions by us or our subsidiaries as a result of the foregoing restrictions could have a material adverse effect on our liquidity. Our use of derivative instruments, including our IPM agreements, to manage risks could adversely affect our earnings reported under GAAP and our liquidity. We use derivative instruments to manage our commodity-related price risk.
Any restrictions on the ability to engage in beneficial transactions could materially and adversely affect us. Our use of derivative instruments, including our IPM agreements, to manage risks could have a significant adverse or otherwise volatile effect on our earnings reported under GAAP and our liquidity. We use derivative instruments to manage certain risks, including commodity-related price risk.
It is the responsibility of our unitholders to file all United States federal, state and local tax returns. We have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss and deduction. The IRS may challenge these methodologies or the resulting allocations, and such a challenge could adversely affect the value of our common units.
It is the responsibility of our unitholders to file all U.S. federal, state and local tax returns. 31 Table of Contents We have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss and deduction.
In determining the items of income, gain, loss and deduction allocable to our unitholders, we must routinely determine the fair market value of our assets.
The IRS may challenge these methodologies or the resulting allocations, and such a challenge could adversely affect the value of our common units. In determining the items of income, gain, loss and deduction allocable to our unitholders, we must routinely determine the fair market value of our assets.
While the COVID-19 pandemic, including subsequent variants, had no adverse impact on our on-going operations, the risk of future variants and other infectious diseases is unknown and the outbreak of a more potent variant or another infectious disease in the future at one or more of our facilities could adversely affect our operations or business. 18 Table of Contents Risks Relating to Regulations Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities, the development and operation of our pipeline and the export of LNG could impede operations and construction and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
Risks Relating to Regulations Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities, the development and operation of our pipeline and the export of LNG could impede operations and construction and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
However, we may not be able to purchase or receive physical delivery of natural gas as a result of various factors, including composition changes in the quality of feed gas received from third parties, non-delivery or untimely delivery by our suppliers, depletion of natural gas reserves within regional basins and disruptions to pipeline operations as described in the risk factor Disruptions to the third party supply of natural gas to our pipeline and facilities could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
However, we may not be able to purchase or receive physical delivery of natural gas as a result of various factors, including non-delivery or untimely delivery by our suppliers, depletion of natural gas reserves within regional basins and disruptions to pipeline operations as described in the immediately preceding risk factor .
By purchasing a common unit, a unitholder will become bound by the provisions of our partnership agreement, including the provisions described above. Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors, which could reduce the price at which our common units trade.
Risks Relating to an Investment in Us and Our Common Units Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors, which could reduce the price at which our common units trade.
Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.
Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units. 29 Table of Contents At the state level, several states have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation.
Risks Relating to Our Operations and Industry Catastrophic weather events or other disasters could result in an interruption of our operations, a delay in the construction of our Liquefaction Project, damage to our Liquefaction Project and increased insurance costs, all of which could adversely affect us.
As of December 31, 2025 and 2024, we had collateral posted with counterparties by us of $11 million and $13 million, respectively, which are included in other current assets, net in our Consolidated Balance Sheets. 17 Table of Contents Risks Relating to Our Operations and Industry Catastrophic weather events or other disasters could result in an interruption of our operations, a delay in the construction of our Liquefaction Project, damage to our Liquefaction Project and increased insurance costs, all of which could adversely affect us.
Our partnership agreement contains provisions that reduce the standards to which our general partner would otherwise be held by state fiduciary duty law. For example, our partnership agreement: • permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner.
For example, our partnership agreement: • permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner.
If the IRS were to successfully challenge this method or new Treasury Regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. 25 Table of Contents A successful IRS contest of the federal income tax positions that we take, may adversely impact the market for our common units, and the costs of any contest will be borne by our unitholders and our general partner.
If the IRS were to successfully challenge this method or new Treasury Regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.
The extent of our derivative position at any given time depends on our assessment of risks and related exposures for these commodities. We currently account for our derivatives at fair value, with immediate recognition of changes in the fair value in earnings, as described in Note 3—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
We currently account for our derivatives at fair value, with immediate recognition of changes in the fair value in earnings, unless they satisfy criteria for, and we elect, the normal purchases and normal sales exception which applies the accrual method of accounting, as described in Note 3—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
In February 2024, certain of our subsidiaries submitted an application to the FERC under the NGA for authorization to site, construct and operate the SPL Expansion Project. To date, the DOE has also issued orders under Section 4 of the NGA authorizing SPL to export domestically produced LNG.
In February 2024, certain of our subsidiaries submitted an application to the FERC under the NGA for authorization to site, construct and operate the SPL Expansion Project and in June 2025, certain of our subsidiaries submitted an updated application to the FERC reflecting a two-phased approach to the SPL Expansion Project.
Such disruptions to our third party supply of natural gas may also be caused by weather events or other disasters described in the risk factor Catastrophic weather events or other disasters could result in an interruption of our operations, a delay in the construction of our Liquefaction Project, damage to our Liquefaction Project and increased insurance costs, all of which could adversely affect us.
Such disruptions to our third party supply of natural gas may also be caused by weather events or other disasters described in the immediately preceding risk factor .
Existing and future safety, environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions.
Although the FERC has not imposed fines or penalties on us to date, we are exposed to substantial penalties and fines if we fail to comply with such regulations. Existing and future safety, environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions.
In those circumstances where additional contracts with Cheniere and its affiliates may be necessary or desirable, additional conflicts of interest may be involved.
In those circumstances where additional contracts with Cheniere and its affiliates may be necessary or desirable, additional conflicts of interest may be involved. In the event Cheniere favors its interests over our interests, we may have less available cash to make distributions on our units than we otherwise would have if Cheniere had favored our interests.
Further, the IRA includes a charge on methane emissions above certain emissions thresholds employing empirical emissions data that applied to our facilities beginning in calendar year 2024. On November 12, 2024, the EPA finalized a rule to impose and collect methane emissions charges authorized under the IRA.
Further, the IRA includes a charge on methane emissions above certain emissions thresholds employing empirical emissions data that would have applied to our facilities beginning in calendar year 2024. The OBBBA, signed by President Trump on July 4, 2025, 24 Table of Contents delays the imposition of the methane emissions charge until calendar year 2034.
As of December 31, 2024 and 2023, we had collateral posted with counterparties by us of $13 million and zero, respectively, which are included in other current assets, net in our Consolidated Balance Sheets. 14 Table of Contents Restrictions in agreements governing us and our subsidiaries’ indebtedness may prevent us and our subsidiaries from engaging in certain beneficial transactions, which could materially and adversely affect us.
Restrictions in agreements governing us and our subsidiaries’ indebtedness may prevent us and our subsidiaries from engaging in certain beneficial transactions, which could materially and adversely affect us.
Failure of exported LNG to be a long term competitive source of energy for international markets could adversely affect our customers and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
LNG, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.
Business and Properties, we have contracted through our SPAs and the IPM agreement currently in effect approximately 80% of the total anticipated production from the Liquefaction Project with approximately 13 years of weighted average remaining life as of December 31, 2024, excluding volumes that are contractually 17 Table of Contents subject to additional liquefaction capacity beyond what is currently in construction or operation.
Business and Properties, as of December 31, 2025, we have contracted through our SPAs and IPM agreements approximately 85% 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.
We are subject to various types of tax arising from normal business operations in the jurisdictions in which we operate and transact. Any changes to local, domestic or international tax laws and regulations, or their interpretation and application, including those related to tariffs and duties, could affect our obligations, profitability and cash flows in the future.
Changes to local, state or domestic tax laws, their interpretation, enforcement practices, and rates, including changes related to tariffs and duties, are beyond our control and could affect our tax obligations, compliance costs, financial results and cash flows. We continuously monitor and assess proposed tax legislation that could negatively impact our business.
Under the EPAct, the FERC has civil penalty authority under the NGA and the NGPA to impose penalties for current violations of up to $1.5 million per day for each violation. Although the FERC has not imposed fines or penalties on us to date, we are exposed to substantial penalties and fines if we fail to comply with such regulations.
The FERC’s jurisdiction under the NGA allows the imposition of civil and criminal penalties for any violations of the NGA and any rules, regulations or orders of the FERC thereunder, up to $1.6 million per day for each violation.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+2 added−0 removed8 unchanged
Biggest changeOn an ongoing basis, we and Cheniere assess our people, processes and technology and, when necessary, adjust the overall program in an effort to adapt to the ever-evolving cyber and geopolitical landscapes. We conduct regular assessments and audits, cross-functional risk mitigation exercises and risk strategy sessions to identify cybersecurity risks, applicable regulatory requirements and industry standards.
Biggest changeWe also participate in various industry organizations to stay abreast of recent trends and developments. On an ongoing basis, Cheniere assesses its people, processes and technology and, when necessary, adjust the overall program in an effort to adapt to the ever-evolving cyber and geopolitical landscapes.
Cheniere also seeks to negotiate contractual requirements which compel our service providers to notify us of information security incidents occurring on their systems which may affect Cheniere’s systems or data, including personal information. During the year ended December 31, 2024, cybersecurity incidents and threats did not materially affect our business, results of operations or financial condition.
Cheniere also seeks to negotiate contractual requirements which compel our service providers to notify us of information security incidents occurring on their systems which may affect Cheniere’s systems or data, including personal information. During the year ended December 31, 2025, cybersecurity incidents and threats did not materially affect our business, results of operations or financial condition.
The board of directors of our general partner has oversight responsibility for assessing the primary risks facing us (including cybersecurity risks), the relative magnitude of these risks and management’s plan for 28 Table of Contents mitigating these risks, while the Audit Committee has been delegated the authority to oversee and periodically review the security of Cheniere’s information technology systems and controls, including programs and defenses against cybersecurity threats.
The board of directors of our general partner has oversight responsibility for assessing the primary risks facing us (including cybersecurity risks), the relative magnitude of these risks and management’s plan for mitigating these risks, while the Audit Committee has been delegated the authority to oversee and periodically review the security of Cheniere’s information technology systems and controls, including programs and defenses against cybersecurity threats.
For additional information about cybersecurity risks, see the risk A cyber attack involving our business, operational control systems or related infrastructure, or that of third parties with whom we do business, including pipelines which supply our Liquefaction Project, or an attack on our critical suppliers, could negatively impact our business or operations, result in data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation under Risks Relating to Our Operations and Industry in Item 1A.Risk Factors.
For additional information about cybersecurity risks, see the risk A cyberattack involving our business, operational control systems or related infrastructure, or that of third parties with whom we do business, including pipelines which supply our Liquefaction Project, or an attack on our critical suppliers, could negatively impact our business or operations, result in 33 Table of Contents data security breaches, impede the processing of transactions, delay financial or compliance reporting and potentially harm our reputation under Risks Relating to Our Operations and Industry in Item 1A.Risk Factors.
Risk Management and Strategy As part of our broader approach to risk management, our cybersecurity program is designed to follow an “identify, protect, detect, respond and recover” approach to cybersecurity that is based off of the National Institute of Standards and Technology Cybersecurity Framework ( “CSF” ).
Risk Management and Strategy As part of our broader approach to risk management, our cybersecurity program is designed to follow a “govern, identify, protect, detect, respond and recover” approach to cybersecurity that is based on the National Institute of Standards and Technology Cybersecurity Framework ( “CSF” ).
Cheniere maintains a training program to help its personnel identify and assist in mitigating cybersecurity and data security risks. Cheniere’s employees and the board of directors of our general partner participate in annual training, user awareness campaigns and additional issue-specific training as needed. Cheniere also provides annual training for certain contractors who have access to its information technology networks.
Cheniere’s employees and the board of directors of our general partner participate in periodic training, user awareness campaigns and additional issue-specific training as needed. Cheniere also provides periodic training for certain contractors who have access to its information technology networks.
Our strategy also includes segmentation of corporate and operations networks, defense in depth and the least privileged access principle. Operational networks have fundamentally distinct safety and reliability standards and pose unique threats in comparison to information technology networks. Realizing these differences, we routinely evaluate opportunities to refine our cybersecurity program in order to mitigate operational network risks.
Our strategy also includes segmentation of corporate and operations networks, 32 Table of Contents defense in depth and the principle of least privilege. Operational networks have fundamentally distinct safety and reliability standards and pose unique threats in comparison to information technology networks.
These engagements are also designed to exercise, assess the maturity of and enhance our Cyber Incident Response Plan. To support these efforts, Cheniere has contracted with third parties to perform facility and system penetration tests, compromise assessments of information technology systems and security maturity assessments of our corporate and operational networks.
To support these efforts, Cheniere has contracted with third parties to perform facility and system penetration tests, compromise assessments of information technology systems and security maturity assessments of our corporate and operational networks. Cheniere maintains a training program to help its personnel identify and assist in mitigating cybersecurity and data security risks.
We include business continuity planning as a component of our strategy to help ensure critical systems are available to support the Partnership in the instance of a disruptive event. We also participate in various industry organizations to stay abreast of recent trends and developments.
Realizing these differences, we routinely evaluate opportunities to refine our cybersecurity program in order to mitigate operational network risks. We include business continuity planning as a component of our strategy to help ensure critical systems are available to support the Partnership in the instance of a disruptive event.
Added
We conduct regular assessments and audits, cross-functional risk mitigation exercises and risk strategy sessions to identify cybersecurity risks, applicable regulatory requirements and industry standards. These engagements are also designed to exercise, assess the maturity of and enhance our Cybersecurity Incident Response Plan.
Added
Cybersecurity risks are integrated into Cheniere’s enterprise risk assessment process, which is reviewed by Cheniere’s Board at least annually.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−1 removed3 unchanged
Biggest changeOur subsidiaries continue to work with the LDEQ to resolve the matters identified in the 2023 Compliance Order, including the petition pending with the EPA. As of December 2024, our subsidiaries have filed test results with the LDEQ indicating that for the 2024 testing period all 44 turbines meet the relevant compliance standard.
Biggest changeOur subsidiaries continue to work with the LDEQ to resolve the 2023 Compliance Order. As of December 2025, our subsidiaries had filed test results with the LDEQ indicating that for the 2025 testing period all 44 turbines met the relevant compliance standard. We do not expect that any ultimate penalty will have a material adverse impact on our financial results.
In March 2022, the EPA lifted the stay, and in June 2022 our subsidiaries petitioned the EPA and LDEQ for approval of additional operating parameters to demonstrate compliance with the emission limitation. The petition remains pending.
In March 2022, the EPA lifted the stay, and in June 2022 our subsidiaries petitioned the EPA and LDEQ for approval of additional operating parameters to demonstrate compliance with the emission limitation. The EPA approved the petition on July 31, 2025 and in October 2025 the LDEQ confirmed that all remaining milestones under the 2023 Compliance Order have been met.
Removed
We do not expect that any ultimate penalty will have a material adverse impact on our financial results.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

1 edited+0 added−0 removed5 unchanged
Biggest changeAs of February 14, 2025, we had 484.0 million common units outstanding held by 10 record owners. Because our units are held by brokers and other institutions on behalf of our unitholders, we are unable to estimate the total number of actual unitholders represented by these record owners.
Biggest changeAs of February 20, 2026, we had 484.1 million common units outstanding held by 10 record owners. Because our units are held by brokers and other institutions on behalf of our unitholders, we are unable to estimate the total number of actual unitholders represented by these record owners.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+31 added−25 removed35 unchanged
Biggest changeThis, along with the expiry of the gas transit agreement between Russia and Ukraine on December 31, 2024, is likely to increase the call on LNG imports in the coming months in order to replenish European gas storage facilities to 90% capacity by November 1, as required by the EU each year. 32 Table of Contents Results of Operations Year Ended December 31, (in millions, except per unit data) 2024 2023 Variance Revenues LNG revenues $ 6,550 $ 6,991 $ (441) LNG revenues—affiliate 1,954 2,475 (521) Regasification revenues 135 135 — Other revenues 65 63 2 Total revenues 8,704 9,664 (960) Operating costs and expenses Cost of sales (excluding items shown separately below) 3,570 2,721 849 Cost of sales—affiliate 4 22 (18) Operating and maintenance expense 824 879 (55) Operating and maintenance expense—affiliate 172 166 6 Operating and maintenance expense—related party 58 62 (4) General and administrative expense 10 10 — General and administrative expense—affiliate 90 89 1 Depreciation and amortization expense 680 672 8 Other operating costs and expenses 14 6 8 Other operating costs and expenses—affiliate 2 1 1 Total operating costs and expenses 5,424 4,628 796 Income from operations 3,280 5,036 (1,756) Other income (expense) Interest expense, net of capitalized interest (800) (823) 23 Loss on modification or extinguishment of debt (3) (6) 3 Interest and dividend income 33 46 (13) Other income, net — 1 (1) Total other expense (770) (782) 12 Net income $ 2,510 $ 4,254 $ (1,744) Basic and diluted net income per common unit $ 4.25 $ 6.95 $ (2.70) Volumes loaded and recognized from the Liquefaction Project Year Ended December 31, 2024 2023 Variance Volumes loaded and recognized as revenues (in TBtu) 1,567 1,536 31 Net income Net income declined by $1.7 billion during the year ended December 31, 2024 as compared to the same period of 2023 and was primarily attributable to $1.7 billion of decreases in gains from changes in fair value of derivatives.
Biggest changeResults of Operations Year Ended December 31, (in millions, except per unit data) 2025 2024 Variance Revenues LNG revenues $ 8,200 $ 6,550 $ 1,650 LNG revenues—affiliate 2,358 1,954 404 Regasification revenues 136 135 1 Other revenues 64 65 (1) Total revenues 10,758 8,704 2,054 Operating costs and expenses Cost of sales (excluding operating and maintenance expense and depreciation and amortization expense shown separately below) 5,145 3,570 1,575 Cost of sales—affiliate — 4 (4) Operating and maintenance expense 904 824 80 Operating and maintenance expense—affiliate 177 172 5 Operating and maintenance expense—related party 28 58 (30) General and administrative expense 12 10 2 General and administrative expense—affiliate 93 90 3 Depreciation and amortization expense 688 680 8 Other operating costs and expenses 4 14 (10) Other operating costs and expenses—affiliate 1 2 (1) Total operating costs and expenses 7,052 5,424 1,628 Income from operations 3,706 3,280 426 Other income (expense) Interest expense, net of capitalized interest (753) (800) 47 Loss on modification or extinguishment of debt (8) (3) (5) Interest and dividend income 18 33 (15) Other income—affiliate 24 — 24 Total other expense (719) (770) 51 Net income $ 2,987 $ 2,510 $ 477 Basic and diluted net income per common unit $ 5.17 $ 4.25 $ 0.92 Volumes loaded and recognized from the Liquefaction Project Year Ended December 31, 2025 2024 Variance Volumes loaded and recognized as revenues (in TBtu) 1,546 1,567 (21) 2025 vs. 2024 Net income increased by $477 million during the year ended December 31, 2025 as compared to the same period of 2024 primarily due to $344 million of favorable changes in the fair value of agreements accounted for as derivative instruments and a $199 million increase in revenues, net of cost of natural gas feedstock, from increased Henry Hub pricing.
See Note 10—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments. Our liquidity position subsequent to December 31, 2024 will be driven by future sources of liquidity and future cash requirements, as further discussed under the caption Future Sources and Uses of Liquidity .
See Note 10—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments. Our liquidity position subsequent to December 31, 2025 will be driven by future sources of liquidity and future cash requirements, as further discussed under the caption Future Sources and Uses of Liquidity .
Discussion of items for the year ended December 31, 2022 and variance drivers between the year ended December 31, 2023 as compared to December 31, 2022 are not included herein and can be found in “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, 2023 .
Discussion of items for the year ended December 31, 2023 and variance drivers between the year ended December 31, 2024 as compared to December 31, 2023 are not included herein and can be found in “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, 2024 .
These distributions consist of a base amount of $0.775 per unit and a variable amount of $0.045 per unit. Summary of Critical Accounting Estimates The preparation of our 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.
These distributions consist of a base amount of $0.775 per unit and a variable amount of $0.055 per unit. Summary of Critical Accounting Estimates The preparation of our 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.
For example, as described in Note 7—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.
For example, as described in Note 7—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 39 Table of Contents 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.
Additional Future Sources of Liquidity Available Commitments under Credit Facilities As of December 31, 2024, we had $1.8 billion in available commitments under our credit facilities, as detailed earlier in the table summarizing our available liquidity, subject to compliance with the applicable covenants, to potentially meet liquidity needs. Our credit facilities mature in 2028.
Additional Future Sources of Liquidity Available Commitments under Credit Facilities As of December 31, 2025, we had $1.8 billion in available commitments under our credit facilities, as detailed earlier in the table summarizing our available liquidity, subject to compliance with the applicable covenants, to potentially meet liquidity needs. Our credit facilities mature in 2028.
Our discussion and analysis includes the following subjects: • Overview • Overview of Significant Events • M arket Environment • Results of Operations • Liquidity and Capital Resources • Summary of Critical Accounting Estimates • Recent Accounting Standards Overview We are a limited partnership formed by Cheniere to provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world.
Our discussion and analysis includes the following subjects: • Overview • Overview of Significant Events • Market Environment • Results of Operations • Liquidity and Capital Resources • Summary of Critical Accounting Estimates • Recent Accounting Standards Overview We are a limited partnership formed by Cheniere to provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world.
The Guaranteed 35 Table of Contents 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.
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.
The timing of revenue recognition under GAAP may not align with cash receipts, although we do not consider the timing difference to be significant to our future liquidity. In addition, a significant portion of this future consideration is subject to variability as discussed more specifically below.
The timing of revenue recognition under GAAP may not align with cash receipts, although we do not consider the timing difference to be significant to our future liquidity. In addition, a significant portion of this future 42 Table of Contents consideration is subject to variability as discussed more specifically below.
Investing Cash Flows Cash outflows for property, plant and equipment during the years ended December 31, 2024 and 2023 were primarily related to optimization and other site improvement projects.
Investing Cash Flows Cash outflows for property, plant and equipment during the years ended December 31, 2025 and 2024 were primarily related to optimization and other site improvement projects.
We own the natural gas liquefaction and export facility at Sabine Pass, Louisiana. For further discussion of our business, see Items 1. and 2. Business and Properties . Our long-term counterparty arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows.
We own the natural gas liquefaction and export facility in Cameron Parish, Louisiana at Sabine Pass. Our long-term counterparty arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows. For further discussion of our business, see Items 1. and 2. Business and Properties .
We include contracts with unsatisfied contractual conditions if the conditions are currently expected to be met. (3) Natural gas supply agreements exclude the IPM agreement, which, as described in Future Sources of Liquidity under Executed Contracts , is structured to generate a fixed margin when viewed in conjunction with the associated SPA with Cheniere Marketing .
We include contracts with unsatisfied contractual conditions if the conditions are currently expected to be met. (3) Natural gas supply agreements exclude the IPM agreements, which, as described in Future Sources of Liquidity under Executed Contracts , are structured to generate a fixed margin when viewed in conjunction with the associated SPAs with Cheniere Marketing .
We have estimated revenues under agreements with terms dependent on project milestone dates based on the estimated dates as of December 31, 2024.
We have estimated revenues under agreements with terms dependent on project milestone dates based on the estimated dates as of December 31, 2025.
Such valuations are more susceptible to variability particularly when markets are volatile. Provided below are the changes in fair value from valuation of instruments valued through the use of internal models which incorporate significant unobservable inputs for the years ended December 31, 2024 and 2023 (in millions), which entirely consisted of liquefaction supply derivatives.
Such valuations are more susceptible to variability particularly when markets are volatile. Provided below are the changes in fair value from valuation of liquefaction supply derivatives valued through the use of internal models which incorporate significant unobservable inputs for the years ended December 31, 2025 and 2024 (in millions).
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. 34 Table of Contents The table below provides a summary of our available liquidity (in millions).
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.
The following table summarizes our estimate of material cash requirements for operations related to our core operations under executed contracts as of December 31, 2024 (in billions): Estimated Payments Due Under Executed Contracts by Period (1) 2025 2026 - 2029 Thereafter Total Purchase obligations (2): Natural gas supply agreements excluding our IPM agreement (3) (4) $ 4.2 $ 8.5 $ 1.5 $ 14.2 Natural gas transportation and storage service agreements (5) 0.3 0.9 1.9 3.1 Other purchase obligations (6) 0.1 0.4 1.0 1.5 Leases (7) — 0.1 0.1 0.2 Total $ 4.6 $ 9.9 $ 4.5 $ 19.0 (1) Agreements in force as of December 31, 2024 that have terms dependent on project milestone dates are based on the estimated dates as of December 31, 2024.
The following table summarizes our estimate of material cash requirements for operations related to our core operations under executed contracts as of December 31, 2025 (in billions): Estimated Payments Due Under Executed Contracts by Period (1) 2026 2027 - 2030 Thereafter Total Purchase obligations (2): Natural gas supply agreements excluding our IPM agreements (3) (4) $ 4.4 $ 7.5 $ 0.5 $ 12.4 Natural gas transportation and storage service agreements 0.3 1.1 1.8 3.2 Other purchase obligations (5) 0.1 0.4 1.0 1.5 Leases (6) — 0.1 0.1 0.2 Total $ 4.8 $ 9.1 $ 3.4 $ 17.3 (1) Agreements in force as of December 31, 2025 that have terms dependent on project milestone dates are based on the estimated dates as of December 31, 2025.
The IPM agreement in effect, under which we pay for natural gas feedstock based on global gas prices less liquefaction fees and certain costs incurred by us, generates a take-or-pay style fixed liquefaction fee when viewed in conjunction with the associated SPA.
The IPM agreements, under which we pay for natural gas feedstock based on global gas prices less liquefaction fees and certain costs incurred by us, generate a take-or-pay style fixed liquefaction fee when viewed in conjunction with the associated SPA.
As further described in the Future Sources of Liquidity under Executed Contracts section, the pricing structure of our SPAs often incorporates a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub, which is paid upon delivery, thus limiting our net exposure to future increases in natural gas prices.
As further described in Future Sources of Liquidity under Executed Contracts , the pricing structure of our SPAs often incorporates a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub, thus limiting our net exposure to future increases in natural gas prices.
As of December 31, 2024, we have secured approximately 73% of the natural gas supply required to support the total forecasted production capacity of the Liquefaction Project during 2025, excluding the 3% of which has been secured under our IPM agreement in effect. Natural gas supply secured decreases as a percentage of forecasted production capacity beyond 2025.
As of December 31, 2025, we have secured approximately 73% of the natural gas supply required to support the total forecasted production capacity of the Liquefaction Project during 2026, excluding the 3% of which has been secured under our IPM agreements. Natural gas supply secured decreases as a percentage of forecasted production capacity beyond 2026.
Investments in and equity in the earnings of SPL and, subject to certain conditions governing its guarantee, Sabine Pass LP (collectively with SPL, the “Non-Guarantors” ), which are not currently members of the Obligor Group, have been excluded. Intercompany balances and transactions between entities in the Obligor Group have been eliminated.
Investments in and equity in the earnings of SPL and, subject to certain conditions governing its guarantee, certain other subsidiaries of CQP (collectively with SPL, the “Non-Guarantors” ), which are not currently members of the Obligor Group, have been excluded. Intercompany balances and transactions between entities in the Obligor Group have been eliminated.
Natural Gas Supply, Transportation and Storage Service Agreements Excluding our IPM agreement, we have secured approximately 3,900 TBtu of natural gas feedstock for the Liquefaction Project through long-term natural gas supply agreements with remaining fixed terms of up to 7 years.
Natural Gas Supply, Transportation and Storage Service Agreements Excluding IPM agreements, we have secured approximately 3,406 TBtu of natural gas feedstock for the Liquefaction Project through long-term natural gas supply agreements with remaining fixed terms of up to 6 years.
The following table summarizes our estimate of material cash requirements for financing under executed contracts as of December 31, 2024 (in billions): Estimated Payments Due Under Executed Contracts by Period (1) 2025 2026 - 2029 Thereafter Total Debt $ 0.4 $ 6.2 $ 8.6 $ 15.2 Interest payments 0.7 2.2 1.1 4.0 Total $ 1.1 $ 8.4 $ 9.7 $ 19.2 (1) Debt and interest payments are based on the total debt balance, scheduled contractual maturities and fixed or estimated forward interest rates in effect at December 31, 2024.
The following table summarizes our estimate of material cash requirements for financing under executed contracts as of December 31, 2025 (in billions): Estimated Payments Due Under Executed Contracts by Period (1) (2) 2026 2027 - 2030 Thereafter Total Debt $ 0.3 $ 6.9 $ 7.4 $ 14.6 Interest payments 0.7 2.1 1.1 3.9 Total $ 1.0 $ 9.0 $ 8.5 $ 18.5 (1) Debt and interest payments are based on the total debt balance, scheduled contractual maturities and fixed or estimated forward interest rates in effect at December 31, 2025.
The following provides a summary of distributions paid by us during the years ended December 31, 2024 and 2023: Total Distribution (in millions) Date Paid Period Covered by Distribution Distribution Per Common Unit Common Units General Partner Units Incentive Distribution Rights November 14, 2024 July 1 - September 30, 2024 $ 0.810 $ 392 $ 10 $ 99 August 14, 2024 April 1 - June 30, 2024 0.810 392 10 99 May 15, 2024 January 1 - March 31, 2024 0.810 392 10 99 February 14, 2024 October 1 - December 31, 2023 1.035 501 14 204 November 14, 2023 July 1 - September 30, 2023 $ 1.030 $ 499 $ 14 $ 201 August 14, 2023 April 1 - June 30, 2023 1.030 499 14 201 May 15, 2023 January 1 - March 31, 2023 1.030 499 14 201 February 14, 2023 October 1 - December 31, 2022 1.070 518 15 220 In addition, Tug Services distributed $13 million during both the years ended December 31, 2024 and 2023, respectively, to Cheniere Terminals in accordance with their terminal marine service agreement, which is recognized as part of the distributions to the holder of our general partner interest.
The following provides a summary of distributions paid by us during the years ended December 31, 2025 and 2024: Total Distribution (in millions) Date Paid Period Covered by Distribution Distribution Per Common Unit Common Units General Partner Units Incentive Distribution Rights November 14, 2025 July 1 - September 30, 2025 $ 0.830 $ 402 $ 10 $ 108 August 14, 2025 April 1 - June 30, 2025 0.820 397 10 104 May 15, 2025 January 1 - March 31, 2025 0.820 397 10 104 February 14, 2025 October 1 - December 31, 2024 0.820 397 10 104 November 14, 2024 July 1 - September 30, 2024 $ 0.810 $ 392 $ 10 $ 99 August 14, 2024 April 1 - June 30, 2024 0.810 392 10 99 May 15, 2024 January 1 - March 31, 2024 0.810 392 10 99 February 14, 2024 October 1 - December 31, 2023 1.035 501 14 204 In addition, Tug Services distributed $12 million and $13 million during the years ended December 31, 2025 and 2024, respectively, to Cheniere Terminals in accordance with their terminal marine service agreement, which is recognized as part of the distributions to the holder of our general partner interest.
Capital Expenditures Although we do not currently have any material capital expenditures under executed contracts, we expect to incur ongoing capital expenditures to maintain our facilities and other assets, as well as to optimize our existing assets and purchase new assets that are intended to grow our productive capacity. See Disciplined Accretive Growth section for further discussion.
Capital Expenditures Although we do not currently have any material capital expenditures under executed contracts, we expect to incur ongoing capital expenditures to maintain our facilities and other assets, as well as to optimize our existing assets and purchase new assets that are intended to grow our productive capacity.
The estimated fair value of level 3 derivatives recognized in our Consolidated Balance Sheets as of December 31, 2024 and 2023 amounted to a liability of $1.3 billion and $1.7 billion, respectively.
The estimated fair value of level 3 liquefaction supply derivatives recognized in our Consolidated Balance Sheets as of December 31, 2025 and 2024 amounted to a liability of $500 million and $1.3 billion, respectively.
December 31, 2024 Cash and cash equivalents $ 270 Restricted cash and cash equivalents designated for the Liquefaction Project 109 Available commitments under our credit facilities (1): SPL Revolving Credit Facility 776 CQP Revolving Credit Facility 1,000 Total available commitments under our credit facilities 1,776 Total available liquidity $ 2,155 (1) Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of December 31, 2024.
December 31, 2025 Cash and cash equivalents $ 182 Restricted cash and cash equivalents designated for the Liquefaction Project 19 Available commitments under our credit facilities (1): SPL Revolving Credit Facility 824 CQP Revolving Credit Facility 1,000 Total available commitments under our credit facilities 1,824 Total available liquidity $ 2,025 (1) Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of December 31, 2025.
(7) Leases include payments under operating leases and finance leases. Payments during future renewal option periods that are exercisable at our sole discretion are included only to the extent that the option is believed to be reasonably certain to be exercised.
Payments during future renewal option periods that are exercisable at our sole discretion are included only to the extent that the option is believed to be reasonably certain to be exercised.
Future Cash Requirements for Operations and Capital Expenditures under Executed Contracts We are committed to make future cash payments for operations and capital expenditures pursuant to certain of our contracts.
Future Cash Requirements for Financing under Executed Contracts We are committed to make future cash payments for financing pursuant to certain of our contracts.
Under our SPAs, customers purchase LNG on an FOB basis (delivered to the customer at the Sabine Pass LNG Terminal) generally for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub.
As described in General , under our SPAs, customers purchase LNG on an FOB basis generally for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub.
Year Ended December 31, 2024 2023 Favorable changes in fair value relating to instruments still held at the end of the period $ 184 $ 1,318 The changes in fair value on instruments held at the end of both years are primarily attributed to a significant variance in the estimated and observable forward international LNG commodity prices on our IPM agreement in effect during the years ended December 31, 2024 and 2023.
Year Ended December 31, 2025 2024 Favorable changes in fair value of liquefaction supply derivatives still held at the end of the period $ 620 $ 184 48 Table of Contents The changes in fair value on instruments held at the end of both years are primarily attributed to a significant variance in the estimated and observable forward international LNG commodity prices on our IPM agreements in effect during the years ended December 31, 2025 and 2024.
Leases Our obligations under our lease arrangements primarily consist of leases for the use of tug vessels and land sites. Additional Future Cash Requirements for Operations and Capital Expenditures Operational Services We rely on our general partner to manage all aspects of the development, construction, operation and maintenance of the Sabine Pass LNG Terminal and to conduct our business.
Additional Future Cash Requirements for Operations and Capital Expenditures Operational Services We rely on our general partner to manage all aspects of the development, construction, operation and maintenance of the Sabine Pass LNG Terminal and to conduct our business.
Disciplined Accretive Growth The FID of any expansion projects will result in additional cash requirements to fund the construction and operations of such projects in excess of our current contractual obligations under executed contracts discussed above, although expansion may be designed to leverage shared infrastructure to reduce the incremental costs of any potential expansion. 39 Table of Contents Future Cash Requirements for Financing under Executed Contracts We are committed to make future cash payments for financing pursuant to certain of our contracts.
Disciplined Accretive Growth The FID of any expansion projects, including the SPL Expansion Project, will result in additional cash requirements to fund the construction and operations of such projects in excess of our current contractual obligations under executed contracts discussed above, although expansion may be designed to leverage shared infrastructure to reduce the incremental costs of any potential expansion.
On January 29, 2025, with respect to the fourth quarter of 2024, we declared a cash distribution of $0.820 per common unit to unitholders of record as of February 10, 2025, and the related general partner distribution, that was paid on February 14, 2025.
On January 28, 2026, with respect to the fourth quarter of 2025, we declared a cash distribution of $0.830 per common unit to unitholders of record as of February 9, 2026, and the related general partner distribution, which was paid on February 13, 2026.
Financing Cash Flows The following table summarizes our financing activities (in millions): Year Ended December 31, 2024 2023 Proceeds from issuances of debt $ 1,228 $ 1,397 Redemptions, repayments and repurchases of debt (2,030) (1,700) Distributions (2,235) (2,907) Other (21) (37) Net cash used in financing activities $ (3,058) $ (3,247) Debt Activity The following table shows our debt activity (in millions): Year Ended December 31, 2024 2023 Proceeds from issuances of debt CQP: 5.750% Senior Notes due 2034 $ 1,198 $ — 5.950% Senior Notes due 2033 — 1,397 SPL: SPL Revolving Credit Facility 30 — Total proceeds from issuances of debt $ 1,228 $ 1,397 Redemptions, repayments and repurchases of debt SPL: 5.750% Senior Secured Notes due 2024 $ (300) $ (1,700) 5.625% Senior Secured Notes due 2025 (1,700) — SPL Revolving Credit Facility (30) — Total redemptions, repayments and repurchases of debt $ (2,030) $ (1,700) 41 Table of Contents Cash Distributions to Unitholders Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement).
Financing Cash Flows The following table summarizes our financing activities (in millions): Year Ended December 31, 2025 2024 Proceeds from issuances of debt and borrowings $ 1,262 $ 1,228 Redemptions and repayments of debt (1,917) (2,030) Distributions (2,064) (2,235) Other (23) (21) Net cash used in financing activities $ (2,742) $ (3,058) 46 Table of Contents Proceeds from Issuances of Debt and Borrowings The following table shows the proceeds from issuances of debt and borrowings, including intra-year activity (in millions): Year Ended December 31, 2025 2024 CQP: 5.750% Senior Notes due 2034 $ — $ 1,198 5.550% Senior Notes due 2035 997 — SPL: SPL Revolving Credit Facility 265 30 Total proceeds from issuances of debt and borrowings $ 1,262 $ 1,228 Debt Redemptions and Repayments The following table shows the redemptions and repayments of debt, including intra-year activity (in millions): Year Ended December 31, 2025 2024 SPL: 5.750% Senior Notes due 2024 $ — $ (300) 5.625% Senior Notes due 2025 (300) (1,700) 5.875% Senior Notes due 2026 (1,300) — 4.746% weighted average rate Senior Notes due 2037 (52) — SPL Revolving Credit Facility (265) (30) Total redemptions and repayments of debt $ (1,917) $ (2,030) Cash Distributions to Unitholders Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement).
The following table summarizes our estimate of revenues to be received from executed long-term SPAs as of December 31, 2024 (in billions): Estimated Revenues Under Executed SPAs by Period (1) (2) 2025 2026 - 2029 Thereafter Total LNG revenues (fixed fees) $ 3.8 $ 13.8 $ 27.5 $ 45.1 LNG revenues (variable fees) (3) 6.0 22.1 49.0 77.1 Total $ 9.8 $ 35.9 $ 76.5 $ 122.2 (1) LNG revenues exclude revenues from contracts with original expected durations of one year or less.
The following table summarizes our estimate of revenues to be received from executed long-term SPAs as of December 31, 2025 (in billions): Estimated Revenues Under Executed SPAs by Period (1) (2) 2026 2027 - 2030 Thereafter Total LNG revenues (fixed fees) $ 3.7 $ 13.7 $ 24.1 $ 41.5 LNG revenues (variable fees) (3) 6.2 21.6 43.4 71.2 Total $ 9.9 $ 35.3 $ 67.5 $ 112.7 (1) LNG revenues exclude revenues from contracts with original expected durations of one year or less.
Fair Value of Level 3 Liquefaction Supply Derivatives All of our derivative instruments are recorded at fair value, as described in Note 3—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
Fair Value of Level 3 Liquefaction Supply Derivatives Our derivative instruments are recorded at fair value unless they satisfy criteria for, and we elect, the normal purchases and normal sales exception, as described in Note 3—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
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.
Sources and Uses of Cash The following table summarizes the sources and uses of our cash, cash equivalents and 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.
Estimates are not guarantees of future performance and actual results may differ materially as a result of a variety of factors described in this annual report on Form 10-K. Future Sources of Liquidity under Executed Contracts We are contractually entitled to significant future consideration contracted under our long-term SPAs that has not yet been recognized as revenue.
Estimates are not guarantees of future performance and actual results may differ materially as a result of a variety of factors described in this annual report on Form 10-K. Future Sources of Liquidity under Executed Contracts We expect future material sources of liquidity to be derived from our long-term customer arrangements and structured cash flows under our SPAs.
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 and the 2034 CQP Senior Notes (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 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. 40 Table of Contents 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 and $1.0 billion of 5.550% Senior Notes due 2035 (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.
Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 2,968 $ 3,109 Net cash used in investing activities (162) (227) Net cash used in financing activities (3,058) (3,247) Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents $ (252) $ (365) Operating Cash Flows The $143 million decrease between the periods was primarily related to cash flows attributed to working capital, mainly due to differences in timing of payments to suppliers and cash collections from the sale of LNG cargoes.
Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 2,768 $ 2,968 Net cash used in investing activities (204) (162) Net cash used in financing activities (2,742) (3,058) Net decrease in cash, cash equivalents and restricted cash and cash equivalents $ (178) $ (252) Operating Cash Flows The $200 million decrease between the periods was primarily related to decreased cash flows attributed to working capital, mainly due to differences in timing of cash collections from the sale of LNG cargoes, which was partially offset by higher net cash inflows from LNG sales, as explained above in Results of Operations .
(4) Pricing of natural gas supply agreements is based on estimated forward prices and basis spreads as of December 31, 2024. 38 Table of Contents (5) Natural gas transportation and storage services agreements include $0.2 billion in obligations to related parties. (6) Other purchase obligations include $1.2 billion of purchase obligations to affiliates under service agreements.
(4) Pricing of natural gas supply agreements is based on estimated forward prices and basis spreads as of December 31, 2025. (5) Other purchase obligations include $1.3 billion of purchase obligations to affiliates under service agreements. (6) Leases include payments under operating leases and finance leases.
Certain customers may elect to cancel or suspend deliveries of LNG cargoes, with advance notice as governed by each respective SPA, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension. 37 Table of Contents The table above excludes an SPA with Cheniere Marketing under which we sell LNG produced from natural gas procured under our IPM agreement in effect at pricing linked to global gas market prices.
Certain customers may elect to cancel or suspend deliveries of LNG cargoes, with advance notice as governed by each respective SPA, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension.
(2) LNG revenues (including $0.7 billion and $1.4 billion of fixed fees and variable fees, respectively, from affiliates) exclude the SPA with Cheniere Marketing associated with our IPM agreement in effect, for which pricing is linked to international natural gas prices.
(2) LNG revenues (including $0.5 billion and $1.0 billion of fixed fees and variable fees, respectively, from affiliates) exclude the SPAs with Cheniere Marketing associated with our IPM agreements, for which pricing is linked to international natural gas prices. (3) LNG revenues (variable fees) reflect the assumption of delivery of all contractual volumes, irrespective of any contractual right of non-delivery.
Capital Allocation Plan In June 2024, the board of directors of Cheniere approved an updated comprehensive long-term capital allocation plan, which may involve the repayment, redemption or repurchase, on the open market or otherwise, of debt, including senior notes of CQP and SPL. 40 Table of Contents Sources and Uses of Cash The following table summarizes the sources and uses of our cash, cash equivalents and restricted cash and cash equivalents (in millions).
All distributions paid to date have been made from accumulated operating surplus. Capital Allocation Plan In June 2024, the board of directors of Cheniere approved an updated comprehensive long-term capital allocation plan, which may involve the repayment, redemption or repurchase, on the open market or otherwise, of debt, including senior notes of CQP and SPL.
Despite the restrictions noted above, we believe that sufficient flexibility exists to enable each independent capital structure to meet its currently anticipated cash requirements.
See Note 10—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.
Summarized Balance Sheets (in millions) December 31, 2024 2023 ASSETS Current assets Current assets, net $ 312 $ 614 Current assets—affiliate 103 86 Current assets with Non-Guarantors 53 56 Total current assets 468 756 Non-current assets, net 3,034 3,025 Total assets $ 3,502 $ 3,781 LIABILITIES Current liabilities Current liabilities $ 148 $ 155 Current liabilities—affiliate 57 46 Current liabilities due to Non-Guarantors 120 100 Total current liabilities 325 301 Long-term debt, net of premium, discount and debt issuance costs 6,731 5,542 Other non-current liabilities 141 81 Non-current liabilities—affiliate 18 18 Total liabilities $ 7,215 $ 5,942 36 Table of Contents Summarized Statement of Operations (in millions) Year Ended December 31, 2024 Revenues $ 200 Revenues from Non-Guarantors 552 Total revenues 752 Operating costs and expenses 263 Operating costs and expenses—affiliate 210 Total operating costs and expenses 473 Income from operations 279 Net income (30) Future Sources and Uses of Liquidity The following discussion of our future sources and uses of liquidity includes estimates that reflect management’s assumptions and currently known market conditions and other factors as of December 31, 2024.
However, such claims to the assets of the Non-Guarantors would be subordinated to any claims by the Non-Guarantors’ creditors, including trade creditors. 41 Table of Contents Summarized Balance Sheets (in millions) December 31, December 31, 2025 2024 ASSETS Current assets Current assets, net $ 226 $ 312 Current assets—affiliate 146 103 Current assets with Non-Guarantors 56 53 Total current assets 428 468 Non-current assets, net 2,851 3,034 Total assets $ 3,279 $ 3,502 LIABILITIES Current liabilities Current liabilities $ 154 $ 148 Current liabilities—affiliate 50 57 Current liabilities due to Non-Guarantors 151 120 Total current liabilities 355 325 Long-term debt, net of premium, discount and debt issuance costs 7,724 6,731 Other non-current liabilities 130 141 Non-current liabilities—affiliate 18 18 Total liabilities $ 8,227 $ 7,215 Summarized Statement of Operations (in millions) Year Ended December 31, 2025 Revenues $ 200 Revenues from Non-Guarantors 557 Total revenues 757 Operating costs and expenses 256 Operating costs and expenses—affiliate 214 Operating costs and expenses—Non-Guarantors 1 Total operating costs and expenses 471 Income from operations 286 Net loss $ (70) Future Sources and Uses of Liquidity The following discussion of our future sources and uses of liquidity includes estimates that reflect management’s assumptions and currently known market conditions and other factors as of December 31, 2025.
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.
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.
We may recognize changes in fair value through earnings that could significantly impact our results of operations if and when such uncertainties are resolved. 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.
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.
As of December 31, 2024, we and SPL were in compliance with all covenants related to their respective debt agreements. Further discussion of our debt obligations, including the restrictions imposed by these arrangements, can be found in Note 10—Debt of our Notes to Consolidated Financial Statements.
Further discussion of our debt obligations, including the restrictions imposed by these arrangements, can be found in Note 10—Debt of our Notes to Consolidated Financial Statements. Interest As of December 31, 2025, our senior notes had a weighted average contractual interest rate of 4.73%.
In October 2024, the authorization from the DOE to export LNG to FTA countries was received. The development of this site or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we make a positive FID.
The development of this site or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before a positive FID is made. 43 Table of Contents Future Cash Requirements for Operations and Capital Expenditures under Executed Contracts We are committed to make future cash payments for operations and capital expenditures pursuant to certain of our contracts.
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. We believe that continued global demand for natural gas and LNG, as further described in Market Factors and Competition in Items 1. and 2.
We believe that continued global demand for natural gas and LNG, as further described in Market Factors and Competition in Items 1. and 2.
Because our general partner has no employees, it relies on subsidiaries of Cheniere to provide the personnel necessary to allow it to meet its management obligations to us and our subsidiaries. As of December 31, 2024, Cheniere and its subsidiaries had 1,714 full-time employees, including 501 employees who directly supported the Sabine Pass LNG Terminal operations.
Because our general partner has no employees, it relies on subsidiaries of Cheniere to provide, through services agreements our subsidiaries have with them, the personnel necessary to allow it to meet its management obligations to us and our subsidiaries.
On January 29, 2025, with respect to the fourth quarter of 2024, we declared a cash distribution of $0.820 per common unit to unitholders of record as of February 10, 2025, and the related general partner distribution, that was paid on February 14, 2025.
Refer to Note 13—Related Party Transactions of our Notes to Consolidated Financial Statements for further discussion of this agreement. 47 Table of Contents On January 28, 2026, with respect to the fourth quarter of 2025, we declared a cash distribution of $0.830 per common unit to unitholders of record as of February 9, 2026, and the related general partner distribution, which was paid on February 13, 2026.
Over a remaining fixed term of 13 years, we expect to generate liquidity from the approximately 575 TBtu of LNG yet to be delivered under this SPA as of December 31, 2024.
As of December 31, 2025, we expect to generate liquidity from the approximately 531 TBtu of LNG yet to be delivered under an SPA with Cheniere Marketing, which has a remaining fixed term of 12 years, and we had not yet executed an SPA for the approximately 669 TBtu associated with our other IPM agreement.
Under our long-term SPAs, we have contracted approximately 80% of the total anticipated production though the mid-2030s from our liquefaction capacity that is currently in construction or operation.
LNG revenues (variable fees) are based on estimated forward prices and basis spreads as of December 31, 2025. Under our SPAs and IPM agreements currently in effect, we have contracted approximately 85% of the total anticipated production through the mid-2030s from our liquefaction capacity that is currently in construction or operation.
Debt and interest payments do not contemplate repurchases, repayments and retirements that we may make prior to contractual maturity. Debt As of December 31, 2024, our debt complex was comprised of senior notes with an aggregate outstanding principal balance of $15.2 billion and credit facilities with no outstanding loan balances.
Debt As of December 31, 2025, our debt complex was comprised of senior notes with an aggregate outstanding principal balance of $14.6 billion and credit facilities with no outstanding loan balances. As of December 31, 2025, we and SPL were in compliance with all covenants related to their respective debt agreements.
Significant factor affecting our results of operations Below is a significant factor that affects 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.
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, as described in Note 3—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.
In June 2024, the net proceeds, together with cash on hand, were used to redeem $1.2 billion of the outstanding aggregate principal amount of SPL’s 5.625% Senior Secured Notes due 2025 (the “2025 SPL Senior Notes” ). • Excluding amounts refinanced, SPL redeemed $800 million of outstanding aggregate principal amount of its senior secured notes during the year ended December 31, 2024. • In May 2024, in connection with the 2034 CQP Senior Notes issuance, Moody’s Ratings ( “Moody ’ s” ) upgraded our issuer credit rating to Baa2 from Ba1 and revised our outlook to stable from positive.
These distributions consist of a base amount of $0.775 per unit and a variable amount of $0.055 per unit. • In July 2025, we issued and sold $1.0 billion aggregate principal amount of 5.550% Senior Notes due 2035, and the net proceeds, together with cash on hand, were used to redeem $1.0 billion of the aggregate principal amount of SPL’s 2026 SPL Senior Notes. • In March 2025, SPL repaid the remaining $300 million aggregate principal amount outstanding of its 5.625% Senior Secured Notes due 2025 at maturity. • In February 2025, Fitch Ratings upgraded the issuer credit rating of CQP to BBB from BBB- with a stable outlook.
Issued letters of credit under our credit facilities are subject to letter of credit fees ranging from 1.0% to 2.0%, subject to change based on the applicable entity’s credit rating. We had $224 million aggregate amount of issued letters of credit under our credit facilities as of December 31, 2024.
Interest on borrowings under our credit facilities is indexed to SOFR, and we are subject to interest rates on outstanding balances, 45 Table of Contents commitment fees on undrawn balances and letter of credit fees on issued letters of credit. We had $176 million aggregate amount of issued letters of credit under our credit facilities as of December 31, 2025.
Overview of Significant Events Our significant events since January 1, 2024 and through the filing date of this Form 10-K include the following: Strategic • In February 2024, certain of our subsidiaries submitted an application to the FERC under the NGA for authorization to site, construct and operate the SPL Expansion Project, as well as an application to the DOE requesting authorization to export LNG to FTA countries and non-FTA countries, both of which applications exclude debottlenecking.
Overview of Significant Events Our significant events since January 1, 2025 and through the filing date of this Form 10-K include the following: Strategic • In June 2025, certain of our subsidiaries updated the SPL Expansion Project’s FERC application, originally filed in February 2024, to reflect a two-phased project, inclusive of three liquefaction trains and supporting infrastructure, maintaining an expected total peak production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking opportunities.
The remaining $189 million of decreases in gains from changes in fair value of derivatives during the comparable years was primarily due to an unfavorable shift in long-term U.S. natural gas basis spreads. 33 Table of Contents The following is an additional discussion of the significant drivers of the variance in net income by line item: Revenues The $960 million decrease in revenues during the year ended December 31, 2024 as compared to the same period of 2023 was primarily attributable to a $1.1 billion decrease from lower pricing per MMBtu as a result of declining Henry Hub pricing, partially offset by a $188 million increase from higher production volume largely due to reduced maintenance activities compared to the same period of 2023 and cooler weather.
Total revenues The $2.1 billion increase in total revenues during the year ended December 31, 2025 as compared to the same period of 2024 was primarily due to: • $2.1 billion increase from higher pricing per MMBtu as a result of increased Henry Hub pricing; partially offset by • $140 million decrease from lower production volume primarily due to the planned large-scale maintenance activities on two trains at the Liquefaction Project.
Business and Properties, will provide a foundation for additional growth in our business in the future.
Business and Properties, as well as the current geopolitical environment that has intensified the demand for supply security, should enable us to enter into long-term agreements and provide a foundation for additional growth in our business in the future.
Removed
Through our SPAs and the IPM agreement currently in effect, with approximately 13 years of weighted average remaining life as of December 31, 2024, we have contracted approximately 80% of the total anticipated production from the Liquefaction Project, excluding volumes that are contractually subject to additional liquefaction capacity beyond what is currently in construction or operation.
Added
Operational • As of February 20, 2026, over 3,270 cumulative LNG cargoes totaling over 225 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project. • During the second quarter of 2025, we completed planned large-scale maintenance activities on two Trains at the Liquefaction Project. 36 Table of Contents Financial • In December 2025, SPL redeemed $300 million aggregate principal amount of its 5.875% Senior Secured Notes due 2026 (the “2026 SPL Senior Notes” ) and subsequently in February 2026, SPL redeemed the remaining $200 million aggregate principal amount of its 2026 SPL Senior Notes. • We declared aggregate distributions of $3.29 per common unit for the year ended December 31, 2025.
Removed
The majority of our contracts are fixed-priced, long-term SPAs consisting of a fixed fee per MMBtu of LNG plus a variable fee per MMBtu of LNG, with the variable fees generally structured to cover the cost of natural gas purchases, transportation and liquefaction fuel consumed to produce LNG.
Added
In June 2025, S&P Global Ratings concurrently assigned a BBB rating to the 2035 CQP Senior Notes and upgraded the remaining unsecured CQP notes to BBB from BBB-.
Removed
In October 2024, the authorization from the DOE to export LNG to FTA countries was received for the SPL Expansion Project. 31 Table of Contents Operational • As of February 14, 2025, approximately 2,840 cumulative LNG cargoes totaling over 195 million tonnes of LNG have been produced, loaded and exported from the Liquefaction Project.
Added
In November 2025, S&P further upgraded the issuer credit rating of CQP and unsecured CQP notes to BBB+ from BBB and revised its outlook on SPL’s issuer credit rating to positive from stable in December 2025.
Removed
Financial • We declared aggregate distributions of $3.465 per common unit for the year ended December 31, 2024.
Added
Market Environment Our results of operations are affected by the market environment in which we operate, including known trends and uncertainties, macroeconomic factors and other external environmental factors.
Removed
These distributions consist of a base amount of $0.775 per unit and a variable amount of $0.045 per unit. • In May 2024, we issued $1.2 billion aggregate principal amount of 5.750% Senior Notes due 2034 (the “2034 CQP Senior Notes” ).
Added
With just under 20 mtpa of year on year ( “YoY” ) increase in LNG supplies globally in 2025, the LNG market is transitioning from a multi-year state of tight market conditions into a period of rapid growth.
Removed
Moody’s also upgraded SPL’s issuer credit rating to Baa1 from Baa2 and revised SPL’s outlook to stable from positive. Market Environment The LNG market in 2024 remained relatively tight as a result of low supply capacity growth, strong demand outside Europe and continued geopolitical tensions.
Added
The continued ramp up in new LNG supplies from the U.S. and Canada mark the start of a more ample supply landscape which is expected to loosen global balances over the next few years and result in a more moderate and stable price environment for LNG.
Removed
Global LNG imports registered a very modest growth in 2024, increasing by less than 4 mtpa year on year due to constrained supply from delays to projects under construction, Russian sanctions and a fallow period for new projects coming on-line. Consequently, a recovery in Asia’s LNG consumption had to be satisfied at the expense of other regions.
Added
Sustained downward pressure on global prices could potentially unlock latent demand that has otherwise been priced out since the disruption of Russian natural gas supply to Europe.
Removed
Asian demand increased significantly from 2023, adding over 20 mtpa of import year-over-year. The largest single country contribution to this growth came from China, which increased 6.8 mtpa year-over-year after a slowdown during the previous two years. Growth outside of Asia tightened the balances further this year by increasing the call on supply away from Europe.
Added
The increase in supply corresponded to a 5% YoY uptick in trade, which was primarily supported by Europe and the Middle East and North Africa ( “MENA” ) region amid weaker demand in Asia. Europe’s demand for LNG increased approximately 27% YoY in 2025 reaching a record level of approximately 125 mtpa.
Removed
Egypt and Brazil propelled imports from the Middle East, North Africa and Latin America regions by 6.2 mtpa to a total of 25.5 mtpa in 2024. In contrast, Europe’s imports declined 19% year-over-year, down approximately 22.7 mtpa, due to weak gas-fired power generation demand and sluggish growth in the industrial sector.
Added
The main driver for this growth continues to be the replacement of Russian natural gas and the replenishment of underground storage inventories. We expect this driver to continue to play an important role in keeping LNG demand in Europe resilient, especially in light of the European Parliament’s vote to ban all residual Russian natural gas, including Russian LNG by 2027.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIn 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): December 31, 2024 December 31, 2023 Fair Value Change in Fair Value Fair Value Change in Fair Value Liquefaction Supply Derivatives $ (1,281) $ 342 $ (1,657) $ 362 43 Table of Contents See Note 7—Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our derivative instruments. 44 Table of Contents
Biggest changeIn 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): December 31, 2025 December 31, 2024 Fair Value Change in Fair Value Fair Value Change in Fair Value Liquefaction Supply Derivatives $ (523) $ 588 $ (1,281) $ 342 See Note 7—Derivative Instruments of our Notes to Consolidated Financial Statements for additional details about our commodity derivative instruments. 49 Table of Contents

Other CQP 10-K year-over-year comparisons