XPLR Infrastructure LP filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$XIFR
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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: April 7, 2026
| 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 | ||||||||||||
State or other jurisdiction of incorporation or organization: Delaware
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Exchange Act. ☐
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On April 7, 2026, XPLR Infrastructure, LP (XPLR) entered into a Distribution Agency Agreement (the Agreement) with Barclays Capital Inc., KeyBanc Capital Markets Inc. and Scotia Capital (USA) Inc. (the Agents) in connection with XPLR’s renewed at-the-market equity issuance program. Pursuant to the Agreement, XPLR may offer and sell, from time to time, common units, having an aggregate sales price not to exceed $300,000,000, through an Agent or to an Agent as principal.
Any units offered under the Agreement will be issued pursuant to XPLR’s Registration Statement on Form S-3 (No. 333-294702).
In connection with the Agreement, this Current Report on Form 8-K is being filed to report certain documents as exhibits.
The foregoing description is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 1 to this Current Report on Form 8-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 1 | ||||||||
| 5 | ||||||||
| 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: April 7, 2026
XPLR INFRASTRUCTURE, LP | |||||
| (Registrant) | |||||
| WILLIAM J. GOUGH | |||||
| William J. Gough Controller (Principal Accounting Officer) | |||||