XPLR Infrastructure LP filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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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: February 6, 2026
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State or other jurisdiction of incorporation or organization: Delaware
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SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On February 6, 2026, XPLR Infrastructure Operating Partners, LP (XPLR OpCo) and its direct subsidiary (loan parties) entered into a fourth letter amendment agreement to their existing senior secured revolving credit facility. XPLR OpCo is a direct subsidiary of XPLR Infrastructure, LP (XPLR or the Partnership). The amendments to the revolving credit facility include, among other things, the following:
•a decrease in the revolving credit facility size from $2.45 billion to $1.25 billion (borrowing capacity of up to $400 million for letters of credit is unchanged),
•a revised aggregate amount of the revolving credit facility to an aggregate amount of up to $2.0 billion, which includes incremental commitments to increase the revolving credit facility subject to certain conditions, and
•an extension of the maturity date to 2031.
The revolving credit facility is secured by liens on, among other things, certain assets of XPLR OpCo's direct subsidiary. The revolving credit facility contains default and related acceleration provisions relating to the failure to make required payments or to observe other covenants in the revolving credit facility and related documents. Additionally, the loan parties are required to comply with certain financial covenants on a quarterly basis and XPLR OpCo’s ability to pay cash distributions is subject to certain other restrictions. All borrowings under the revolving credit facility are guaranteed by XPLR OpCo and XPLR.
The foregoing summary of the amendments to the revolving credit facility is qualified in its entirety by reference to the Fourth Letter Amendment Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
SECTION 2 – FINANCIAL INFORMATION
Item 2.02 Results of Operations and Financial Condition
On February 10, 2026, the Partnership posted on its website a news release announcing fourth-quarter and full-year 2025 financial results for the Partnership. A copy of the news release is furnished as Exhibit 99, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 99 | ||||||||
| 101 | Interactive data files for this Form 8-K formatted in Inline XBRL | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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: February 10, 2026
XPLR INFRASTRUCTURE, LP | |||||
| (Registrant) | |||||
WILLIAM J. GOUGH | |||||
William J. Gough Controller (Principal Accounting Officer) | |||||