xplr-20250930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission

File

Number

Exact name of registrant as specified in its

charter, address of principal executive offices and

registrant's telephone number

IRS Employer

Identification

Number

1-36518

XPLR INFRASTRUCTURE, LP

30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

State or other jurisdiction of incorporation or organization: Delaware

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

Title of each class

Trading Symbol

Name of exchange
on which registered

Common units

XIFR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large Accelerated Filer þ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ 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 Securities Exchange Act of 1934. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☑

Number of XPLR Infrastructure, LP common units outstanding at September 30, 2025: 93,966,346

DEFINITIONS

Acronyms and defined terms used in the text include the following:


Term			Meaning

2020 convertible notes			senior unsecured convertible notes issued in 2020

2022 convertible notes			senior unsecured convertible notes issued in 2022
2024 Form 10-K			XPLR's Annual Report on Form 10-K for the year ended December 31, 2024

ASA			administrative services agreement



clean energy tax credits			production tax credits and investment tax credits collectively
CSCS agreement			amended and restated cash sweep and credit support agreement








Genesis Holdings			Genesis Solar Holdings, LLC

limited partner interest in XPLR OpCo			limited partner interest in XPLR OpCo's common units

Management's Discussion			Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


MSA			Fifth Amended and Restated Management Services Agreement among XPLR, NEE Management, XPLR OpCo and XPLR OpCo GP
MW			megawatt(s)
MWh			megawatt-hour(s)
NEE			NextEra Energy, Inc.
NEECH			NextEra Energy Capital Holdings, Inc.
NEE Equity			NextEra Energy Equity Partners, LP
NEE Management			NextEra Energy Management Partners, LP
NEER			NextEra Energy Resources, LLC
Note __			Note __ to condensed consolidated financial statements
O&M			operations and maintenance
PPA			power purchase agreement

SEC			U.S. Securities and Exchange Commission

U.S.			United States of America
VIE			variable interest entity
XPLR			XPLR Infrastructure, LP
XPLR GP			XPLR Infrastructure Partners GP, Inc.
XPLR OpCo			XPLR Infrastructure Operating Partners, LP
XPLR OpCo credit facility			senior secured revolvi

SEC Form 10-Q filed by XPLR Infrastructure LP