Form 8-K

8-K — Cheniere Energy Partners, L.P.

Accession: 0001383650-26-000040

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001383650

SIC: 4924 (NATURAL GAS DISTRIBUTION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cqp-20261029.htm (Primary)

EX-99.1 (cqp20263rdqtrerex991.htm)

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8-K

8-K (Primary)

Filename: cqp-20261029.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2026

CHENIERE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware 001-33366 20-5913059

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

845 Texas Avenue, Suite 1250

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 375-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Units Representing Limited Partner Interests CQP NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2026, Cheniere Energy Partners, L.P. (the “Partnership”) issued a press release announcing the Partnership’s results of operations for the third quarter ended September 30, 2026. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.

The information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit No. Description

99.1*

Press Release, dated October 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHENIERE ENERGY PARTNERS, L.P.

By: Cheniere Energy Partners GP, LLC,

its general partner

Date: October 29, 2026 By: /s/ Zach Davis

Name: Zach Davis

Title: Executive Vice President and

Chief Financial Officer

EX-99.1

Filename: cqp20263rdqtrerex991.htm · Sequence: 2

Document

SPEXHIBIT 99.1

CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE

Cheniere Partners Reports Third Quarter 2026 Results and Tightens Full Year 2026 Distribution Guidance

HOUSTON--(BUSINESS WIRE)-- Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE: CQP) today announced its financial results for third quarter 2026.

HIGHLIGHTS

•During the three and nine months ended September 30, 2026, Cheniere Partners generated revenues of approximately $2.6 billion and $8.8 billion, net income of approximately $0.6 billion and $2.0 billion, and Adjusted EBITDA1 of approximately $1.0 billion and $3.1 billion, respectively.

•With respect to the third quarter of 2026, Cheniere Partners declared a cash distribution of $0.890 per common unit to unitholders of record as of November 3, 2026, comprised of a base amount equal to $0.775 and a variable amount equal to $0.115. The common unit distribution and the related general partner distribution will be paid on November 13, 2026.

•Tightening full year 2026 distribution guidance to $3.30 - $3.40 per common unit from $3.10 - $3.40 per common unit, maintaining a base distribution of $3.10 per common unit.

•In October 2026, Sabine Pass Liquefaction, LLC (“SPL”) entered into a long-term liquefied natural gas (“LNG”) sale and purchase agreement (“SPA”) with QatarEnergy to supply up to 2 million tonnes per annum (“mtpa”) of LNG on a free-on-board (“FOB”) basis beginning in the early 2030s through 2054, with 1 mtpa subject to, among other things, a positive Final Investment Decision (“FID”) with respect to the first phase of the SPL Expansion Project (defined below).

•In September 2026, the Federal Energy Regulatory Commission (“FERC”) issued the final environmental impact statement (“EIS”) relating to the SPL Expansion Project.

•In September 2026, Cheniere Partners and its subsidiaries obtained commitments for a term loan to finance the construction costs of the first phase of the SPL Expansion Project that are not expected to be funded with available cash. The term loan is being sized to finance approximately 50% of the total estimated project costs of the first phase. Closing and funding are subject to customary conditions, including the issuance of a positive FID with respect to the first phase of the SPL Expansion Project.

•

2026 FULL YEAR DISTRIBUTION GUIDANCE

2026 Previous 2026 Revised

Distribution per Unit $ 3.10 - $ 3.40 $ 3.30 - $ 3.40

___________________________

1 Non-GAAP financial measure. See “Reconciliation of Non-GAAP Measures” for further details.

SUMMARY AND REVIEW OF FINANCIAL RESULTS

(in millions, except LNG data) Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 % Change 2026 2025 % Change

Revenues $ 2,574 $ 2,404 7 % $ 8,757 $ 7,848 12 %

Net income $ 639 $ 506 26 % $ 1,986 $ 1,700 17 %

Adjusted EBITDA1

$ 954 $ 885 8 % $ 3,112 $ 2,649 17 %

LNG exported:

Number of cargoes 104 104 — % 324 314 3 %

Volumes (TBtu) 377 374 1 % 1,185 1,132 5 %

LNG volumes loaded and recognized (TBtu) 378 374 1 % 1,187 1,130 5 %

Net income increased approximately $133 million and $286 million during the three and nine months ended September 30, 2026, respectively, as compared to the corresponding 2025 periods. The increases were primarily driven by higher total margins on LNG delivered, primarily driven by higher volumes recognized in income as well as higher margins per MMBtu of LNG delivered during the periods. The increase for the nine months ended September 30, 2026 was partially offset by approximately $208 million of unfavorable variances related to changes in the fair value of our derivative instruments, including those impacts related to our long-term Integrated Production Marketing (IPM) agreements.

Adjusted EBITDA1 increased by approximately $69 million and $463 million during the three and nine months ended September 30, 2026, respectively, due to higher total margins on LNG delivered, primarily driven by higher volumes recognized in income as well as higher margins per MMBtu of LNG delivered during the periods.

During the three and nine months ended September 30, 2026, we recognized in income 378 and 1,187 TBtu, respectively, of LNG loaded from the SPL Project (defined below).

Capital Resources

The table below provides a summary of our available liquidity (in millions) as of September 30, 2026:

September 30, 2026

Cash and cash equivalents $ 569

Restricted cash and cash equivalents 35

Available commitments under our credit facilities(1):

SPL Revolving Credit Facility 873

Cheniere Partners Revolving Credit Facility 1,000

Total available commitments under our credit facilities 1,873

Total available liquidity $ 2,477

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of September 30, 2026.

Recent Key Financial Transactions and Updates

In September 2026, SPL repaid approximately $54 million aggregate principal amount outstanding of its Senior Secured Notes due 2037 with weighted average rate of 4.748% as of June 30, 2026 (the “2037 SPL Senior Notes”) based on the fixed amortization schedules.

In September 2026, Cheniere Partners and its subsidiaries obtained commitments for a term loan to finance the construction costs of the first phase of the SPL Expansion Project that are not expected to be funded with available cash. Closing and funding are subject to customary conditions, including the issuance of a positive FID with respect to the first phase of the SPL Expansion Project. Additionally, we have secured commitments to amend and extend the maturities of the SPL Revolving Credit Facility and the Cheniere Partners Revolving Credit Facility, including the reallocation of $250 million in commitments from the SPL Revolving Credit Facility to the Cheniere Partners Revolving Credit Facility.

SABINE PASS OVERVIEW

We own natural gas liquefaction facilities with total production capacity of over 30 mtpa of LNG at the Sabine Pass LNG terminal in Cameron Parish, Louisiana (the “SPL Project”), inclusive of six liquefaction trains.

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

SPL Expansion Project

We are developing an expansion adjacent to the SPL Project with an expected total peak production capacity of up to approximately 20 mtpa of LNG (the “SPL Expansion Project”), inclusive of estimated debottlenecking opportunities. We expect to execute the SPL Expansion Project in a phased approach, maximizing brownfield economics, and a positive FID is subject to, among other things, receipt of necessary regulatory approvals and acceptable commercial and financing arrangements.

The first phase includes a single train, Train 7, and a boil-off gas re-liquefaction unit, along with supporting infrastructure and tie-ins to the existing Sabine Pass LNG terminal, and has an expected total production capacity of over 6 mtpa of LNG, inclusive of estimated debottlenecking opportunities. In May 2026, the lump sum, turnkey engineering, procurement and construction (EPC) contract with Bechtel Energy, Inc. (“Bechtel”) for the first phase of the SPL Expansion Project was signed, and Bechtel was released to commence early engineering and procurement under a limited notice to proceed (LNTP).

The FERC application for authorization to site, construct and operate the SPL Expansion Project, as well as the Department of Energy (DOE) application authorizing the export of LNG to non-free trade agreement countries, remain pending. In September 2026, the FERC issued the final EIS relating to the SPL Expansion Project.

DISTRIBUTIONS TO UNITHOLDERS

In October 2026, we declared a cash distribution of $0.890 per common unit to unitholders of record as of November 3, 2026, comprised of a base amount equal to $0.775 ($3.10 annualized) and a variable amount equal to $0.115, which takes into consideration, among other things, amounts reserved for annual debt repayment and capital allocation goals, anticipated capital expenditures to be funded with cash, and cash reserves to provide for the proper conduct of the business. The common unit distribution and the related general partner distribution will be paid on November 13, 2026.

INVESTOR CONFERENCE CALL AND WEBCAST

Cheniere Energy, Inc. (NYSE: LNG) will host a conference call to discuss its financial and operating results for the third quarter on Thursday, October 29, 2026, at 11 a.m. Eastern time / 10 a.m. Central time. A listen-only webcast of the call and an accompanying slide presentation may be accessed through our website at www.cheniere.com. Following the call, an archived recording will be made available on our website. The call and accompanying slide presentation will include financial and operating results or other information regarding Cheniere Partners.

About Cheniere Partners

Cheniere Partners owns the Sabine Pass LNG terminal located in Cameron Parish, Louisiana, which has natural gas liquefaction facilities with a total production capacity of over 30 mtpa of LNG, inclusive of debottlenecking opportunities. The Sabine Pass LNG terminal also has operational regasification facilities that include five LNG storage tanks, vaporizers, and three marine berths. Cheniere Partners also owns the Creole Trail Pipeline, which interconnects the Sabine Pass LNG terminal with a number of large interstate and intrastate pipelines.

For additional information, please refer to the Cheniere Partners website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission.

Use of Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying news release contains a non-GAAP financial measure. Adjusted EBITDA is a non-GAAP financial measure that is used to facilitate comparisons of operating performance across periods. This non-GAAP measure should be viewed as a supplement to and not a substitute for our U.S. GAAP measures of performance and the financial results calculated in accordance with U.S. GAAP, and the reconciliation from these results should be carefully evaluated.

Non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or in lieu of an analysis of our results as reported under GAAP and should be evaluated only on a supplementary basis.

Forward-Looking Statements

This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, (i) statements regarding Cheniere Partners’ financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding Cheniere Partners’ anticipated quarterly distributions and ability to make quarterly distributions at the base amount or any amount, (iii) statements regarding regulatory authorization and approval expectations, (iv) statements expressing beliefs and expectations regarding the development of Cheniere Partners’ LNG terminal and liquefaction business, (v) statements regarding the business operations and prospects of third-parties, (vi) statements regarding potential financing arrangements, (vii) statements regarding future discussions and entry into contracts, and (viii) statements relating to our goals, commitments and strategies in relation to environmental matters. Although Cheniere Partners believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Cheniere Partners’ actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere Partners’ periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere Partners does not assume a duty to update these forward-looking statements.

(Financial Tables Follow)

Cheniere Energy Partners, L.P.

Consolidated Statements of Operations

(in millions, except per unit data)(1)

(unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

Revenues

LNG revenues $ 1,956 $ 1,837 $ 6,561 $ 5,961

LNG revenues—affiliate 567 518 2,044 1,738

Regasification revenues 34 34 102 102

Other revenues 17 15 50 47

Total revenues 2,574 2,404 8,757 7,848

Operating costs and expenses

Cost of sales (excluding operating and maintenance expense and depreciation and amortization expense shown separately below)(2)

1,276 1,278 4,757 4,177

Cost of sales—affiliate — — 46 —

Operating and maintenance expense 236 191 692 683

Operating and maintenance expense—affiliate 43 40 136 126

Operating and maintenance expense—related party — — — 28

General and administrative expense 3 3 9 9

General and administrative expense—affiliate 25 23 72 70

Depreciation and amortization expense 174 173 522 515

Other operating costs and expenses 2 — 6 2

Other operating costs and expenses—affiliate — — 1 1

Total operating costs and expenses 1,759 1,708 6,241 5,611

Income from operations 815 696 2,516 2,237

Other income (expense)

Interest expense, net of capitalized interest (182) (189) (546) (567)

Other income (expense), net 6 (2) 13 7

Other income—affiliate — 1 3 23

Total other expense (176) (190) (530) (537)

Net income $ 639 $ 506 $ 1,986 $ 1,700

Basic and diluted net income per common unit(1)

$ 1.01 $ 0.80 $ 3.34 $ 2.79

Weighted average basic and diluted number of common units outstanding 484 484 484 484

(1)Please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission.

(2)Cost of sales includes approximately $10 million of gains and $105 million of losses from changes in the fair value of commodity derivatives prior to contractual delivery or termination, primarily related to non-cash changes in the fair value of our long-term IPM agreements during the three and nine months ended September 30, 2026 prior to the normal purchases and normal sales (“NPNS”) designation, respectively, as compared to $16 million of losses and $103 million of gains in the corresponding 2025 periods, respectively.

Cheniere Energy Partners, L.P.

Consolidated Balance Sheets

(in millions, except unit data) (1)

(unaudited)

September 30, December 31,

2026 2025

ASSETS

Current assets

Cash and cash equivalents $ 569 $ 182

Restricted cash and cash equivalents 35 19

Trade and other receivables, net of current expected credit losses 327 511

Trade and other receivables—affiliate 290 238

Advances to affiliates 152 145

Inventory 165 180

Prepaid expenses 50 42

Other current assets, net 16 21

Total current assets 1,604 1,338

Property, plant and equipment, net of accumulated depreciation 15,087 15,259

Operating lease assets 73 76

Deferred NPNS assets 669 —

Derivative assets 1 541

Other non-current assets, net 405 223

Total assets $ 17,839 $ 17,437

LIABILITIES AND PARTNERS’ EQUITY

Current liabilities

Accounts payable $ 97 $ 53

Accrued liabilities 738 990

Current debt, net of unamortized discount and debt issuance costs 112 306

Due to affiliates 50 57

Deferred revenue 144 119

Current portion of deferred NPNS liabilities 103 —

Current derivative liabilities 84 164

Other current liabilities 14 15

Other current liabilities—affiliate 6 4

Total current liabilities 1,348 1,708

Long-term debt, net of unamortized discount and debt issuance costs 14,283 14,161

Deferred NPNS liabilities 1,055 —

Derivative liabilities 41 900

Other non-current liabilities 216 231

Other non-current liabilities—affiliate 17 23

Total liabilities 16,960 17,023

Partners’ equity

Common unitholders’ interest (484 million units issued and outstanding at both September 30, 2026 and December 31, 2025)

3,921 3,156

General partner’s interest (2% interest with 10 million units issued and outstanding at both September 30, 2026 and December 31, 2025)

(3,042) (2,742)

Total partners’ equity

879 414

Total liabilities and partners’ equity

$ 17,839 $ 17,437

(1)Please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission.

Reconciliation of Non-GAAP Measures

Regulation G Reconciliations

Adjusted EBITDA

The following table reconciles our Adjusted EBITDA to U.S. GAAP results for the three and nine months ended September 30, 2026 and 2025 (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net income $ 639 $ 506 $ 1,986 $ 1,700

Interest expense, net of capitalized interest 182 189 546 567

Other expense (income), net (6) 2 (13) (7)

Other income—affiliate — (1) (3) (23)

Income from operations $ 815 $ 696 $ 2,516 $ 2,237

Adjustments to reconcile income from operations to Adjusted EBITDA:

Depreciation and amortization expense 174 173 522 515

Loss (gain) from changes in fair value of commodity derivatives, net

(9) 16 105 (103)

Amortization of deferred NPNS assets and liabilities (26) — (31) —

Adjusted EBITDA $ 954 $ 885 $ 3,112 $ 2,649

Adjusted EBITDA is commonly used as a supplemental financial measure by our management and external users of our Consolidated Financial Statements to assess the financial performance of our assets without regard to financing methods, capital structures, or historical cost basis. Adjusted EBITDA is not intended to represent cash flows from operations or net income as defined by U.S. GAAP and is not necessarily comparable to similarly titled measures reported by other companies.

We believe Adjusted EBITDA provides relevant and useful information to management, investors and other users of our financial information in evaluating the effectiveness of our operating performance in a manner that is consistent with management’s evaluation of financial and operating performance.

Adjusted EBITDA is calculated by taking net income before interest expense, net of capitalized interest, depreciation and amortization, and adjusting for the effects of certain non-cash items, other non-operating income or expense items and other items not otherwise predictive or indicative of ongoing operating performance, including the effects of modification or extinguishment of debt, impairment expense, gain or loss on disposal of assets, changes in the fair value of our commodity derivatives prior to contractual delivery or termination, and amortization of deferred NPNS assets and liabilities. Changes in the fair value of commodity derivatives and amortization of deferred NPNS assets and liabilities are considered in determining Adjusted EBITDA given that the timing of recognizing gains and losses associated with these adjustments differs from the recognition of the related item economically hedged. We believe the exclusion of these items enables investors and other users of our financial information to assess our sequential and year-over-year performance and operating trends on a more comparable basis and is consistent with management’s own evaluation of performance.

Contacts

Cheniere Partners

Investors

Randy Bhatia 713-375-5479

Frances Smith 713-375-5753

Media Relations

Randy Bhatia 713-375-5479

Bernardo Fallas 713-375-5593

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration