Skip to main content

Cheniere Energy Partners, L.P.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

CQP$60.22+2.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements and Exhibits

(1) Financial Statements—Cheniere Energy Partners, L.P.:

Management’s Report to the Unitholders of Cheniere Energy Partners, L.P.51
Reports of Independent Registered Public Accounting Firm52
Consolidated Statements of Operations56
Consolidated Balance Sheets57
Consolidated Statements of Partners’ Equity (Deficit)58
Consolidated Statements of Cash Flows59
Notes to Consolidated Financial Statements60

(2) Financial Statement Schedules:

All financial statement schedules have been omitted because they are not required, are not applicable, or the required information has been included in the consolidated financial statements and accompanying notes included in this Form 10-K.

(3) Exhibits:

Certain of the agreements filed as exhibits to this Form 10-K contain representations, warranties, covenants and conditions by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations, warranties, covenants and conditions:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

may apply standards of materiality that differ from those of a reasonable investor; and

were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. These agreements are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Partnership or the other parties to the agreements. Investors should not rely on them as statements of fact.

Exhibit No. · Incorporated by Reference (1)
Description · Entity · Form · Exhibit · Filing Date
2.1Contribution and Conveyance Agreement, by and among the Partnership, Cheniere LNG Holdings, LLC, Cheniere Partners GP, Cheniere Investments, Sabine Pass LNG-GP, Inc. and Sabine Pass LP, effective as of March 26, 2007CQP8-K10.43/26/2007
2.2Amended and Restated Purchase and Sale Agreement, dated as of August 9, 2012, by and among the Partnership, Cheniere Pipeline Company, Grand Cheniere Pipeline, LLC and CheniereCQP8-K10.28/9/2012
Exhibit No. · Incorporated by Reference (1)
Exhibit No.DescriptionEntityFormExhibitFiling Date
3.1Certificate of Limited Partnership of the PartnershipCQP(SEC File No. 333-139572)S-13.112/21/2006
3.2Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 14, 2017CQP8-K3.12/21/2017
3.3Certificate of Formation of Cheniere Partners GPCQP(SEC File No. 333-139572)S-13.312/21/2006
3.4Third Amended and Restated Limited Liability Company Agreement of Cheniere Partners GP, dated as of August 9, 2012CQP8-K3.28/9/2012
4.1Form of common unit certificate (Included as Exhibit A to Exhibit 3.2 above)CQP8-K3.12/21/2017
4.2Indenture, dated as of February 1, 2013, by and among SPL, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as trusteeCQP8-K4.12/4/2013
4.3First Supplemental Indenture, dated as of April 16, 2013, between SPL and The Bank of New York Mellon, as TrusteeCQP8-K4.1.14/16/2013
4.4Second Supplemental Indenture, dated as of April 16, 2013, between SPL and The Bank of New York Mellon, as TrusteeCQP8-K4.1.24/16/2013
4.5Third Supplemental Indenture, dated as of November 25, 2013, between SPL and The Bank of New York Mellon, as TrusteeCQP8-K4.111/25/2013
4.6Fourth Supplemental Indenture, dated as of May 20, 2014, between SPL and The Bank of New York Mellon, as TrusteeCQP8-K4.15/22/2014
4.7Fifth Supplemental Indenture, dated as of May 20, 2014, between SPL and The Bank of New York Mellon, as TrusteeCQP8-K4.25/22/2014
4.8Sixth Supplemental Indenture, dated as of March 3, 2015, between SPL and The Bank of New York Mellon, as TrusteeCQP8-K4.13/3/2015
4.9Seventh Supplemental Indenture, dated as of June 14, 2016, between SPL and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.16/14/2016
4.10Form of 5.875% Senior Secured Note due 2026 (Included as Exhibit A-1 to Exhibit 4.9 above)CQP8-K4.16/14/2016
4.11Eighth Supplemental Indenture, dated as of September 19, 2016, between SPL and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.19/23/2016
4.12Ninth Supplemental Indenture, dated as of September 23, 2016, between SPL and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.29/23/2016
4.13Form of 5.00% Senior Secured Note due 2027 (Included as Exhibit A-1 to Exhibit 4.12 above)CQP8-K4.29/23/2016
4.14Tenth Supplemental Indenture, dated as of March 6, 2017, between SPL and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.13/6/2017
4.15Form of 4.200% Senior Secured Note due 2028 (Included as Exhibit A-1 to Exhibit 4.14 above)CQP8-K4.13/6/2017
4.16Eleventh Supplemental Indenture, dated as of May 8, 2020, between SPL and The Bank of New York Mellon, as Trustee under the IndentureSPL8-K4.15/8/2020
4.17Form of 4.500% Senior Secured Note due 2030 (Included as Exhibit A-1 to Exhibit 4.16 above)SPL8-K4.15/8/2020
4.18Twelfth Supplemental Indenture, dated as of November 29, 2022, between SPL and The Bank of New York Mellon, as Trustee under the IndentureSPL8-K4.111/29/2022
4.19Form of 5.900% Senior Secured Amortizing Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.18 above)SPL8-K4.111/29/2022
Exhibit No. · Incorporated by Reference (1)
Exhibit No.DescriptionEntityFormExhibitFiling Date
4.20Indenture, dated as of February 24, 2017, between SPL, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.12/27/2017
4.21Form of 5.00% Senior Secured Note due 2037 (Included as Exhibit A-1 to Exhibit 4.20 above)CQP8-K4.12/27/2017
4.22Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as TrusteeCQP10-K4.242/24/2022
4.23Form of 2.95% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.22 above)CQP10-K4.242/24/2022
4.24Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as TrusteeCQP10-K4.262/24/2022
4.25Form of 3.17% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.24 above)CQP10-K4.262/24/2022
4.26First Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as TrusteeCQP10-K4.282/24/2022
4.27Form of 3.19% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.26 above)CQP10-K4.282/24/2022
4.28Second Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as TrusteeCQP10-K4.302/24/2022
4.29Form of 3.08% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.28 above)CQP10-K4.302/24/2022
4.30Third Supplemental Indenture, dated as of December 15, 2021, between SPL and The Bank of New York Mellon, as TrusteeCQP10-K4.322/24/2022
4.31Form of 3.10% Senior Secured Notes due 2037 (Included as Exhibit A-1 to Exhibit 4.30 above)CQP10-K4.322/24/2022
4.32Indenture, dated as of September 18, 2017, between the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.19/18/2017
4.33First Supplemental Indenture, dated as of September 18, 2017, between the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.29/18/2017
4.34Second Supplemental Indenture, dated as of September 11, 2018, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.19/12/2018
4.35Third Supplemental Indenture, dated as of September 12, 2019, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.19/12/2019
4.36Form of 4.500% Senior Notes due 2029 (Included as Exhibit A-1 to Exhibit 4.35 above)CQP8-K4.19/12/2019
4.37Fourth Supplemental Indenture, dated as of November 5, 2020, between the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP10-Q4.111/6/2020
4.38Fifth Supplemental Indenture, dated as of March 11, 2021, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.13/11/2021
4.39Form of 4.000% Senior Notes due 2031 (Included as Exhibit A-1 to Exhibit 4.38 above)CQP8-K4.13/11/2021
4.40Sixth Supplemental Indenture, dated as of September 27, 2021, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.19/27/2021
4.41Form of 3.25% Senior Notes due 2032 (Included as Exhibit A-1 to Exhibit 4.40 above)CQP8-K4.19/27/2021
4.42Seventh Supplemental Indenture, dated as of September 27, 2021, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.110/1/2021
Exhibit No. · Incorporated by Reference (1)
Exhibit No.DescriptionEntityFormExhibitFiling Date
4.43Eighth Supplemental Indenture, dated as of June 21, 2023, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.16/21/2023
4.44Form of 5.950% Senior Notes due 2033 (Included as Exhibit A to Exhibit 4.43 above)CQP8-K4.16/21/2023
4.45Ninth Supplemental Indenture, dated as of May 22, 2024, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the IndentureCQP8-K4.15/22/2024
4.46Form of 5.750% Senior Secured Notes due 2034 (Included as Exhibit A to Exhibit 4.45 above)CQP8-K4.15/22/2024
4.47Tenth Supplemental Indenture, dated as of July 10, 2025, among the Partnership, the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture.CQP8-K4.17/10/2025
4.48Form of 5.550% Senior Notes due 2035 (Included as Exhibit A to Exhibit 4.47 above)CQP8-K4.17/10/2025
4.49Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934CQP10-K4.472/22/2024
10.1Senior Revolving Credit and Guaranty Agreement, among SPL, as borrower, certain subsidiaries of the Company, The Bank of Nova Scotia, as Senior Facility Agent, Société Générale, as the Common Security Trustee, the issuing banks and lenders from time to time party thereto and other participantsSPL(SEC File No. 333-273238)S-410.467/13/2023
10.2Fourth Amended and Restated Common Terms Agreement, among SPL, as borrower, the Secured Debt Holder Group Representatives party thereto, the Secured Hedge Representatives party thereto, the Secured Gas Hedge Representatives party thereto and Société Générale, as the Common Security Trustee and the Intercreditor AgentSPL(SEC File No. 333-273238)S-410.447/13/2023
10.3Third Amended and Restated Accounts Agreement, among SPL, certain subsidiaries of SPL, Société Générale, as the Common Security Trustee, and Citibank, N.A. as the Accounts BankSPL8-K10.33/23/2020
10.4Credit and Guaranty Agreement, dated as of June 23, 2023, among the Partnership, as borrower, certain subsidiaries of the Partnership, as Subsidiary Guarantors, the lenders from time to time party thereto, Société Générale, Natixis, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, and Wells Fargo Bank, as Issuing Banks, MUFG Bank, LTD as Administrative Agent and Coordinating Lead Arranger, and certain arrangers and other participantsCQP10-Q10.28/3/2023
10.5†Cheniere Energy Partners, L.P. 2007 Long-Term Incentive PlanCQP8-K10.33/26/2007
10.6†Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (2012 Reload Award)CQP10-Q10.911/2/2012
10.7†Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive PlanCQP10-Q10.811/2/2012
10.8†Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (Units Settlement)CQP10-K10.412/20/2015
10.9†Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (Reload Units Settlement)CQP10-K10.422/20/2015
10.10†Form of Indemnification Agreement for officers and/or directors of Cheniere Partners GPCQP10-Q10.211/3/2022
10.11LNG Sale and Purchase Agreement (FOB), dated November 21, 2011, between SPL (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer)CQP8-K10.111/21/2011
Exhibit No. · Incorporated by Reference (1)
Exhibit No.DescriptionEntityFormExhibitFiling Date
10.12Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated April 3, 2013, between SPL (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer)CQP10-Q10.15/3/2013
10.13Amendment of LNG Sale and Purchase Agreement (FOB), dated January 12, 2017, between SPL (Seller) and Gas Natural Fenosa LNG GOM, Limited (assignee of Gas Natural Aprovisionamientos SDG S.A.) (Buyer)SPL(SEC File No. 333-215882)S-410.32/3/2017
10.14Letter agreement regarding change from LIBOR to SOFR, dated June 8, 2023, to LNG Sale and Purchase Agreement, dated November 21, 2011, between SPL and Naturgy LNG GOM, Limited (assignee of Gas Natural Aprovisionamientos SDG S.A.), as amendedCQP10-Q10.88/3/2023
10.15LNG Sale and Purchase Agreement (FOB), dated December 11, 2011, between SPL (Seller) and GAIL (India) Limited (Buyer)CQP8-K10.112/12/2011
10.16Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between SPL (Seller) and GAIL (India) Limited (Buyer)CQP10-K10.182/22/2013
10.17Letter agreement regarding change from LIBOR to SOFR, dated June 16, 2023, to LNG Sale and Purchase Agreement, dated December 11, 2011, between SPL and GAIL (India) Limited, as amendedCQP10-Q10.68/3/2023
10.18Amended and Restated LNG Sale and Purchase Agreement (FOB), dated January 25, 2012, between SPL (Seller) and BG Gulf Coast LNG, LLC (Buyer)CQP8-K10.11/26/2012
10.19Letter agreement regarding change from LIBOR to SOFR, dated May 18, 2023, to LNG Sale and Purchase Agreement, dated January 25, 2012, between SPL and BG Gulf Coast LNG, LLC, as amendedCQP10-Q10.58/3/2023
10.20LNG Sale and Purchase Agreement (FOB), dated January 30, 2012, between SPL (Seller) and Korea Gas Corporation (Buyer)CQP8-K10.11/30/2012
10.21Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between SPL (Seller) and Korea Gas Corporation (Buyer)CQP10-K10.192/22/2013
10.22Letter agreement regarding change from LIBOR to SOFR, dated June 30, 2023, to LNG Sale and Purchase Agreement, dated January 30, 2012, between SPL and Korea Gas Corporation, as amendedCQP10-Q10.78/3/2023
10.23Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL (Seller) and Cheniere Marketing, LLC (Buyer)SPL8-K10.18/11/2014
10.24Letter agreement, dated December 8, 2016, amending the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC)SPL10-K10.142/24/2017
10.25Amendment No. 1 of Amended and Restated LNG Sale and Purchase Agreement, dated May 3, 2019, by and between SPL and Cheniere Marketing International LLPCQP10-Q10.15/9/2019
10.26Letter Agreement, dated August 4, 2021, regarding the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between SPL and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC)CQP10-Q10.28/5/2021
Exhibit No. · Incorporated by Reference (1)
Exhibit No.DescriptionEntityFormExhibitFiling Date
10.27Letter agreement regarding change from LIBOR to SOFR, dated June 26, 2023, to Amended and Restated LNG Sale and Purchase Agreement (FOB) between SPL and Cheniere Marketing International LLP, dated August 5, 2014, as amendedCQP10-Q10.98/3/2023
10.28LNG Sale and Purchase Agreement (Tourmaline Oil Marketing Corp), dated June 15, 2022, between SPL and Cheniere Marketing International LLPCQP10-Q10.311/3/2022
10.29Management Services Agreement, dated May 14, 2012, by and between Cheniere Terminals and SPLCQP8-K10.65/15/2012
10.30Amendment to Management Services Agreement, dated September 28, 2015, between Cheniere Terminals and SPLSPL10-Q/A10.811/9/2015
10.31Amended and Restated Management Services Agreement, dated as of August 9, 2012, by and between Cheniere Terminals and SPLNGCQP10-Q10.611/2/2012
10.32Management Services Agreement, dated May 27, 2013, by and between Cheniere Terminals and CTPLCQP10-Q10.28/2/2013
10.33Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated May 14, 2012, by and between Cheniere LNG O&M Services, LLC, Cheniere Partners GP and SPLCQP8-K10.55/15/2012
10.34Assignment and Assumption Agreement (Sabine Pass Liquefaction O&M Agreement), dated as of November 20, 2013, by and between Cheniere Partners GP and Cheniere InvestmentsCheniere HoldingsS-1/A10.7612/2/2013
10.35Amendment to Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated September 28, 2015, by and among Cheniere LNG O&M Services, LLC, Cheniere Investments and SPLSPL10-Q/A10.711/9/2015
10.36Amended and Restated Operation and Maintenance Agreement (Sabine Pass LNG Facilities), dated as of August 9, 2012, by and among Cheniere Partners GP, Cheniere LNG O&M Services, LLC, and SPLNGCQP10-Q10.511/2/2012
10.37Assignment and Assumption Agreement (Sabine Pass LNG O&M Agreement), dated as of November 20, 2013, by and between Cheniere Partners GP and Cheniere InvestmentsCheniere HoldingsS-1/A10.7512/2/2013
10.38Amended and Restated Management and Administrative Services Agreement, dated as of August 9, 2012, by and between Cheniere Terminals, the Partnership and CheniereCQP10-Q10.411/2/2012
10.39Amended and Restated Operation and Maintenance Services Agreement (Cheniere Creole Trail Pipeline), dated May 27, 2013, by and between CTPL and Cheniere Partners GPCQP10-Q10.18/2/2013
10.40Assignment and Assumption Agreement (Creole Trail O&M Agreement), dated as of November 20, 2013, between Cheniere Partners GP and Cheniere InvestmentsCheniere HoldingsS-1/A10.7412/2/2013
10.41Cooperative Endeavor Agreement & Payment in Lieu of Tax Agreement with eleven Cameron Parish taxing authorities, dated October 23, 2007, by and between Cheniere Marketing, Inc. and SPLNGCheniere10-Q10.711/6/2007
10.42Amended and Restated Services and Secondment Agreement, dated as of August 9, 2012, between Cheniere LNG O&M Services, LLC and Cheniere Partners GPCQP10-Q10.311/2/2012
10.43Assignment and Assumption Agreement (Services and Secondment Agreement), dated as of November 20, 2013, by and between Cheniere Partners GP and Cheniere InvestmentsCheniere HoldingsS-1/A10.7312/2/2013
Exhibit No. · Incorporated by Reference (1)
Exhibit No.DescriptionEntityFormExhibitFiling Date
10.44Investors’ and Registration Rights Agreement, dated as of July 31, 2012, by and among Cheniere, Cheniere Partners GP, the Partnership, Cheniere Class B Units Holdings, LLC, Blackstone CQP Holdco LP and the other investors party thereto from time to timeCQP8-K10.18/6/2012
14.1*Code of Business Conduct and Ethics
19*Policy on Insider Trading and Compliance
21.1*Subsidiaries of the Partnership
22.1List of Issuers and Guarantor SubsidiariesCQP10-Q22.18/7/2025
23.1*Consent of KPMG LLP
31.1*Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
31.2*Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
32.1**Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97*Cheniere Energy Partners, L.P. Clawback Policy
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)Exhibits are incorporated by reference to reports of Cheniere (SEC File No. 001-16383), CQP (SEC File No. 001-33366), Cheniere Energy Partners LP Holdings, LLC (“Cheniere Holdings”) (SEC File No. 333-191298), SPL (SEC File No. 333-192373) and SPLNG (SEC File No. 333-138916), as applicable, unless otherwise indicated.
*Filed herewith.
**Furnished herewith.
†Management contract or compensatory plan or arrangement.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.