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Cheniere Energy, Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

LNG$277.95-0.6%Stored close · as of Nov 6, 2026

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Item 5. Other Information

Rule 10-b5-1 Trading Arrangements

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1. During the three-month period ending June 30, 2025, none of our executive officers or directors adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Cheniere A&R Revolving Credit Facility

On August 1, 2025, we entered into a $1.25 billion Third Amended and Restated Revolving Credit Agreement among us, as borrower, various lenders (the“Lenders”) and issuing banks, MUFG Bank, Ltd., as the coordinating lead arranger, the joint lead arrangers party thereto, Sumitomo Mitsui Banking Corporation, as sustainability advisor, and Société Générale, as administrative agent for the Lenders (the“Cheniere A&R Revolving Credit Facility”). The Cheniere A&R Revolving Credit Facility amends and restates the existing Cheniere Revolving Credit Facility dated as of October 28, 2021 and amended on June 15, 2023, to, among other things, (i) extend the maturity date thereunder to August 1, 2030, (ii) reduce the rate of interest and commitment fees applicable thereunder, and (iii) make certain other changes to the terms and conditions of the existing Cheniere Revolving Credit Facility. Commitments under the Cheniere A&R Revolving Credit Facility are available for loans or the issuances of letters of credit (subject to issuing bank capacity), in each case, for general corporate purposes.

Loans under the Cheniere A&R Revolving Credit Facility will bear interest at a variable rate per annum equal to Term SOFR or the base rate specified therein, plus an applicable margin. The applicable margin for Term SOFR loans ranges from 1.125% to 2.00% per annum, and the applicable margin for base rate loans ranges from 0.125% to 1.00% per annum, in each case, based on the credit ratings then in effect assigned to loans under the Cheniere A&R Revolving Credit Facility. Based on our current credit ratings, the applicable margins for Term SOFR loans and base rate loans are 1.25% and 0.25%, respectively. Interest on Term SOFR loans is due and payable at the end of each Term SOFR period, and interest on base rate loans is due and payable at the end of each calendar quarter. We will pay a commitment fee on the average daily amount of undrawn commitments at an annual rate that ranges from 0.10% to 0.30% based on the credit ratings then in effect assigned to loans under the Cheniere A&R Revolving Credit Facility. Based on our current credit ratings, the commitment fee on undrawn commitments is 0.15%. The interest rate and the commitment fees may be reduced by five basis points on the interest rate and by one basis point on the commitment fee based on the achievement of certain methane emissions management standards.

The Cheniere A&R Revolving Credit Facility contains customary representations and warranties, events of default and affirmative and negative covenants, including restrictions on our ability to incur liens and to undergo certain fundamental changes. As of the date of this Quarterly Report on Form 10-Q, no amounts were drawn under the Cheniere A&R Revolving Credit Facility.

The foregoing summary of the Cheniere A&R Revolving Credit Facility does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Cheniere A&R Revolving Credit Facility, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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