XPLR Infrastructure LP filed SEC Form 8-K: Creation of a Direct Financial Obligation, Regulation FD Disclosure
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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 earliest event reported: March 26, 2026
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State or other jurisdiction of incorporation or organization: Delaware
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SECTION 2 – FINANCIAL INFORMATION
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 27, 2026, indirect subsidiaries of XPLR Infrastructure, LP (XPLR) borrowed a total of approximately $174 million under a limited-recourse senior secured variable rate term loan facility. As of March 27, 2026, approximately $376 million was available under the facility, subject to specified conditions.
SECTION 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On March 26, 2026, XPLR Infrastructure Operating Partners, LP (XPLR OpCo), a subsidiary of XPLR, delivered the investment option exercise notices (Notices) to NextEra Energy Resources Development, LLC, a subsidiary of NextEra Energy Resources, LLC (NEER), irrevocably electing to exercise the co-investment options under the Interconnection Sales and Co-Investment Agreement (Agreement) entered into on February 10, 2026. The Notices state that XPLR OpCo will invest for a 49% equity interest in each of four joint ventures which will each develop, construct and operate a separate battery storage project. XPLR OpCo’s total commitment after exercising these options is estimated to be approximately $315 million, which, after consideration of asset-level financing proceeds, is expected to be funded through the sale of certain of XPLR OpCo’s subsidiaries' interconnection assets and rights to either NEER or the joint ventures.
Additionally, XPLR has an at-the-market equity issuance program (ATM program) most recently renewed in March 2023, which will expire on March 28, 2026. XPLR intends to renew its ATM program to provide XPLR the ability to offer and sell from time to time its common units having an aggregate sales price of up to $300 million in order to support XPLR’s liquidity and capital needs as discussed in XPLR’s Form 10-K for the year ended December 31, 2025.
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 thereunto duly authorized.
Date: March 27, 2026
XPLR INFRASTRUCTURE, LP | |||||
| (Registrant) | |||||
| WILLIAM J. GOUGH | |||||
William J. Gough Controller (Principal Accounting Officer) | |||||