Form 8-K
8-K — Cheniere Energy Partners, L.P.
Accession: 0001383650-26-000016
Filed: 2026-05-07
Period: 2026-05-07
CIK: 0001383650
SIC: 4924 (NATURAL GAS DISTRIBUTION)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — cqp-20260507.htm (Primary)
EX-99.1 (cqp20261stqtrerex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: cqp-20260507.htm · Sequence: 1
cqp-20260507
0001383650false00013836502026-05-072026-05-07
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): May 7, 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 May 7, 2026, Cheniere Energy Partners, L.P. (the “Partnership”) issued a press release announcing the Partnership’s results of operations for the first quarter ended March 31, 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 May 7, 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: May 7, 2026 By: /s/ Zach Davis
Name: Zach Davis
Title: Executive Vice President and
Chief Financial Officer
EX-99.1
EX-99.1
Filename: cqp20261stqtrerex991.htm · Sequence: 2
Document
EXHIBIT 99.1
CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE
Cheniere Partners Reports First Quarter 2026 Results and Reconfirms Full Year 2026 Distribution Guidance
HOUSTON--(BUSINESS WIRE)-- Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE: CQP) today announced its financial results for first quarter 2026.
HIGHLIGHTS
•During the three months ended March 31, 2026, Cheniere Partners generated revenues of $3.6 billion, net income of $186 million, and Adjusted EBITDA1 of $1.2 billion.
•With respect to the first quarter of 2026, Cheniere Partners declared a cash distribution of $0.790 per common unit to unitholders of record as of May 8, 2026, comprised of a base amount equal to $0.775 and a variable amount equal to $0.015. The common unit distribution and the related general partner distribution will be paid on May 15, 2026.
•Reconfirming full year 2026 distribution guidance of $3.10 - $3.40 per common unit, maintaining a base distribution of $3.10 per common unit.
•
2026 FULL YEAR DISTRIBUTION GUIDANCE
2026
Distribution per Unit $ 3.10 - $ 3.40
SUMMARY AND REVIEW OF FINANCIAL RESULTS
(in millions, except LNG data) Three Months Ended March 31,
2026 2025 % Change
Revenues $ 3,600 $ 2,989 20 %
Net income $ 186 $ 641 (71) %
Adjusted EBITDA1
$ 1,175 $ 1,038 13 %
LNG exported:
Number of cargoes 112 112 — %
Volumes (TBtu) 412 406 1 %
LNG volumes loaded and recognized (TBtu) 413 405 2 %
Net income decreased approximately $455 million during the three months ended March 31, 2026 as compared to the corresponding 2025 period. The decrease was primarily attributable to approximately $599 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 $137 million between the comparable three month periods, primarily driven by higher total margins per MMBtu of liquefied natural gas (“LNG”) delivered.
A significant portion of the derivative gains (losses) relate to the use of commodity derivative instruments indexed to international gas and LNG prices, primarily related to our long-term IPM agreements. Our IPM agreements are designed to provide stable margins on purchases of natural gas and sales of LNG over the life of the agreements
___________________________
1 Non-GAAP financial measure. See “Reconciliation of Non-GAAP Measures” for further details.
and have a fixed fee component, similar to that of LNG sold under our long-term, fixed fee LNG sale and purchase agreements. However, the long-term duration and international price basis of our IPM agreements make them particularly susceptible to fluctuations in the fair market value from period to period. In addition, accounting requirements prescribe recognition of these long-term gas supply agreements at fair value each reporting period on a mark-to-market basis, but do not currently permit mark-to-market recognition of the corresponding sale of LNG, resulting in a mismatch of accounting recognition for the purchase of natural gas and sale of LNG. As a result of increased international gas price volatility and increases in international forward commodity curves during the three months ended March 31, 2026, we recognized $677 million of non-cash unfavorable changes in the fair value attributable to such positions, compared to $149 million of non-cash favorable changes in the fair value in the corresponding 2025 period.
During the three months ended March 31, 2026, we recognized in income 413 TBtu 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 March 31, 2026:
March 31, 2026
Cash and cash equivalents $ 279
Restricted cash and cash equivalents 22
Available commitments under our credit facilities(1):
Sabine Pass Liquefaction, LLC (“SPL”) Revolving Credit Facility 831
Cheniere Partners Revolving Credit Facility 1,000
Total available commitments under our credit facilities 1,831
Total available liquidity $ 2,132
(1) Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of March 31, 2026.
Recent Key Financial Transactions and Updates
In March 2026, SPL repaid approximately $53 million aggregate principal amount outstanding of its 4.747% Senior Secured Notes due 2037 (the “2037 SPL Senior Notes”) based on the fixed amortization schedules.
In February 2026, SPL redeemed the remaining $200 million aggregate principal amount of its 5.875% Senior Secured Notes due 2026.
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”).
As of May 1, 2026, approximately 3,360 cumulative LNG cargoes totaling over 230 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 and supporting infrastructure. We expect to execute the SPL Expansion Project in a phased approach, and a positive Final Investment Decision (“FID”) is subject to, among other things, receipt of necessary regulatory approvals and acceptable commercial and financing arrangements. The Federal Energy Regulatory Commission (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.
DISTRIBUTIONS TO UNITHOLDERS
In April 2026, we declared a cash distribution of $0.790 per common unit to unitholders of record as of May 8, 2026, comprised of a base amount equal to $0.775 ($3.10 annualized) and a variable amount equal to $0.015, 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 May 15, 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 first quarter on Thursday, May 7, 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 March 31, 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
March 31,
2026 2025
Revenues
LNG revenues $ 2,703 $ 2,267
LNG revenues—affiliate 846 671
Regasification revenues 34 34
Other revenues 17 17
Total revenues 3,600 2,989
Operating costs and expenses
Cost of sales (excluding operating and maintenance expense and depreciation and amortization expense shown separately below) 2,716 1,703
Cost of sales—affiliate 46 —
Operating and maintenance expense 226 203
Operating and maintenance expense—affiliate 48 44
Operating and maintenance expense—related party — 15
General and administrative expense 3 4
General and administrative expense—affiliate 24 23
Depreciation and amortization expense 174 171
Other operating costs and expenses 2 —
Total operating costs and expenses 3,239 2,163
Income from operations 361 826
Other income (expense)
Interest expense, net of capitalized interest (181) (190)
Interest and dividend income 5 5
Other income—affiliate 1 —
Total other expense (175) (185)
Net income $ 186 $ 641
Basic and diluted net income per common unit(1)
$ 0.19 $ 1.08
Weighted average basic and diluted number of common units outstanding 484 484
(1)Please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission.
Cheniere Energy Partners, L.P.
Consolidated Balance Sheets
(in millions, except unit data) (1)
(unaudited)
March 31, December 31,
2026 2025
ASSETS
Current assets
Cash and cash equivalents $ 279 $ 182
Restricted cash and cash equivalents 22 19
Trade and other receivables, net of current expected credit losses 281 511
Trade and other receivables—affiliate 311 238
Advances to affiliates 142 145
Inventory 151 180
Current derivative assets 3 —
Prepaid expenses 34 42
Other current assets, net 27 21
Total current assets 1,250 1,338
Property, plant and equipment, net of accumulated depreciation 15,106 15,259
Operating lease assets 75 76
Derivative assets 464 541
Other non-current assets, net 211 223
Total assets $ 17,106 $ 17,437
LIABILITIES AND PARTNERS’ EQUITY
Current liabilities
Accounts payable $ 52 $ 53
Accrued liabilities 732 990
Current debt, net of unamortized discount and debt issuance costs 1,606 306
Due to affiliates 36 57
Deferred revenue 93 119
Current derivative liabilities 447 164
Other current liabilities 12 15
Other current liabilities—affiliate 5 4
Total current liabilities 2,983 1,708
Long-term debt, net of unamortized discount and debt issuance costs 12,612 14,161
Derivative liabilities 1,187 900
Other non-current liabilities 227 231
Other non-current liabilities—affiliate 19 23
Total liabilities 17,028 17,023
Partners’ equity
Common unitholders’ interest (484 million units issued and outstanding at both March 31, 2026 and December 31, 2025)
2,936 3,156
General partner’s interest (2% interest with 10 million units issued and outstanding at both March 31, 2026 and December 31, 2025)
(2,858) (2,742)
Total partners’ equity
78 414
Total liabilities and partners’ equity
$ 17,106 $ 17,437
(1)Please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 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 months ended March 31, 2026 and 2025 (in millions):
Three Months Ended March 31,
2026 2025
Net income $ 186 $ 641
Interest expense, net of capitalized interest 181 190
Interest and dividend income (5) (5)
Other income—affiliate (1) —
Income from operations $ 361 $ 826
Adjustments to reconcile income from operations to Adjusted EBITDA:
Depreciation and amortization expense 174 171
Loss from changes in fair value of commodity derivatives, net (1)
640 41
Adjusted EBITDA $ 1,175 $ 1,038
(1) Change in 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.
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, and changes in the fair value of our commodity derivatives prior to contractual delivery or termination. Changes in the fair value of commodity derivatives are considered in determining Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts 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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- 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:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration