Annual report [Section 13 and 15(d), not S-K Item 405]

Debt

v3.25.4
Debt
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt DEBT
Debt consisted of the following (in millions):
December 31,
2025 2024
SPL:
Senior Secured Notes:
5.625% due 2025
 $ —  $ 300 
5.875% due 2026 (the “2026 SPL Senior Notes”) (1)
200  1,500 
5.00% due 2027
 1,500  1,500 
4.200% due 2028
 1,350  1,350 
4.500% due 2030
 2,000  2,000 
due 2037 with weighted average rate of 4.747% and 4.746% at December 31, 2025 and 2024, respectively (2)
 1,730  1,782 
Total SPL Senior Secured Notes
 6,780  8,432 
Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)
—  — 
Total debt - SPL
 6,780  8,432 
CQP:
Senior Notes:
4.500% due 2029 (the “2029 CQP Senior Notes”)
1,500  1,500 
4.000% due 2031 (the “2031 CQP Senior Notes”)
1,500  1,500 
3.25% due 2032 (the “2032 CQP Senior Notes”)
1,200  1,200 
5.950% due 2033
1,400  1,400 
5.750% due 2034
1,200  1,200 
5.550% due 2035
 1,000  — 
Total CQP Senior Notes
 7,800  6,800 
Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)
—  — 
Total debt - CQP
 7,800  6,800 
Total debt 14,580  15,232 
Current debt, net of unamortized discount and debt issuance costs (2) (306) (351)
Unamortized discount and debt issuance costs (113) (120)
Total long-term debt, net of unamortized discount and debt issuance costs $ 14,161  $ 14,761 
(1)Subsequently in February 2026, SPL redeemed the remaining $200 million aggregate principal amount of its 2026 SPL Senior Notes.
(2)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.
Senior Notes

SPL Senior Secured Notes

The SPL Senior Secured Notes are senior secured obligations of SPL, ranking equally in right of payment with SPL’s other existing and future senior debt that is secured by the same collateral and senior in right of payment to any of its future subordinated debt. Subject to permitted liens, the SPL Senior Secured Notes are secured on a pari passu first-priority basis by a security interest in all of the membership interests in SPL and substantially all of SPL’s assets. SPL may, at any time, redeem all or part of the SPL Senior Secured Notes at specified prices set forth in the respective indentures governing the SPL Senior Secured Notes, plus accrued and unpaid interest, if any, prior to the date of redemption. The series of SPL Senior Secured Notes due in 2037 are fully amortizing according to a fixed sculpted amortization schedule, as set forth in the respective indentures.
CQP Senior Notes

The CQP Senior Notes are jointly and severally guaranteed by each of our current and certain future subsidiaries other than SPL and, subject to certain conditions governing its guarantee, certain of our other subsidiaries (each a “Guarantor” and collectively, the “CQP Guarantors”). The CQP Senior Notes are our senior obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of its future subordinated debt. In the event that the aggregate amount of our secured indebtedness and the secured indebtedness of the CQP Guarantors (other than the CQP Senior Notes or any other series of notes issued under the CQP Base Indenture) outstanding at any one time exceeds the greater of (1) $1.5 billion and (2) 10% of net tangible assets, the 2029 CQP Senior Notes, 2031 CQP Senior Notes and 2032 CQP Senior Notes will be secured by a first-priority lien (subject to permitted encumbrances) on substantially all of our and CQP Guarantors’ existing and future tangible and intangible assets and rights and equity interests in the CQP Guarantors. The liens securing the CQP Senior Notes, if applicable, will be shared equally and ratably (subject to permitted liens) with the holders of any other senior secured obligations. We may, at any time, redeem all or part of the CQP Senior Notes at specified prices set forth in the respective indentures governing the CQP Senior Notes, plus accrued and unpaid interest, if any, prior to the date of redemption.

Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2025 (in millions):
Years Ending December 31, Principal Payments
2026 $ 307 
2027 1,612
2028 1,468
2029 1,624
2030 2,130
Thereafter 7,439
Total $ 14,580 
Credit Facilities

Below is a summary of our credit facilities outstanding as of December 31, 2025 (in millions):
SPL Revolving Credit Facility (1)
CQP Revolving Credit Facility (2)
Total facility size $ 1,000  $ 1,000 
Less:
Outstanding balance —  — 
Letters of credit issued 176  — 
Available commitment $ 824  $ 1,000 
Priority ranking Senior secured Senior unsecured
Interest rate on available balance (3)
SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.75% or base rate plus 0.0% - 0.75%
SOFR plus credit spread adjustment of 0.1%, plus margin of 1.125% - 2.0% or base rate plus 0.125% - 1.0%
Commitment fees on undrawn balance (3)
0.075% - 0.30%
0.10% - 0.30%
Letter of credit fees (3)
1.0% - 1.75%
1.125% - 2.0%
Maturity date June 23, 2028 June 23, 2028
(1)The obligations of SPL under the SPL Revolving Credit Facility are secured by substantially all of the assets of SPL as well as a pledge of all of the membership interests in SPL and certain future subsidiaries of SPL on a pari passu basis by a first priority lien with the SPL Senior Secured Notes. The SPL Revolving Credit Facility contains customary contractual conditions for extensions of credit.
(2)The obligations under the CQP Revolving Credit Facility are jointly, severally and unconditionally guaranteed by Cheniere Investments, SPLNG, CTPL, Sabine Pass LNG-GP, LLC, Sabine Pass Tug Services, LLC and Cheniere Pipeline GP Interests, LLC.
(3)The margins on the interest rate, the commitment fees and the letter of credit fees are subject to change based on the applicable entity’s credit rating.

Restrictive Debt Covenants

The agreements governing our and SPL’s indebtedness contain customary terms and events of default and certain covenants that, among other things, may limit our and SPL’s ability to make certain investments or pay distributions. For example, SPL is restricted from making distributions under agreements governing its indebtedness generally until, 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 at least 1.25:1.00 is satisfied. Additionally, as described in Note 3—Summary of Significant Accounting Policies, our restricted cash and cash equivalents were primarily restricted for the payment of liabilities related to the Liquefaction Project as required under certain debt arrangements. At December 31, 2025, our restricted net assets of consolidated subsidiaries, as imposed under certain debt agreements, were approximately $19 million.

As of December 31, 2025, we and SPL were in compliance with all covenants related to our respective debt agreements.
Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in millions):
Year Ended December 31,
2025 2024 2023
Total interest cost $ 762  $ 808  $ 831 
Capitalized interest (9) (8) (8)
Total interest expense, net of capitalized interest $ 753  $ 800  $ 823 

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):
December 31, 2025 December 31, 2024
  Carrying
Amount (1)		 Estimated
Fair Value (2)		 Carrying
Amount (1)		 Estimated
Fair Value (2)
Senior notes $ 14,580  $ 14,637  $ 15,232  $ 14,803 
(1)Carrying amounts exclude unamortized discount and debt issuance costs.
(2)As of both December 31, 2025 and 2024, $1.3 billion of the fair value of our senior notes were classified as Level 3 since these senior notes were valued by applying an unobservable illiquidity adjustment to the price derived from trades or indicative bids of instruments with similar terms, maturities and credit standing. The remainder of the fair value of our senior notes was classified as Level 2, based on prices derived from trades or indicative bids of the instruments.

The estimated fair value of any outstanding borrowings under our credit facilities approximates the principal amount outstanding because the interest rates are indexed to market rates and the debt may be repaid, in full or in part, at any time without penalty.