XPLR Infrastructure LP filed SEC Form 8-K: Regulation FD Disclosure, Other Events, 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: November 12, 2025
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 | ||||||||||||
(561 ) 694-4000
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 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On November 12, 2025, in connection with the private offering discussed in Item 8.01 of this current report on Form 8-K, members of XPLR Infrastructure, LP's (XPLR) senior management team plan to discuss, among other things, XPLR's pro forma adjusted EBITDA, free cash flow before growth (FCFBG) and HoldCo cash available for debt service (CADS) for the trailing twelve months ended September 30, 2025 which illustrate the effect of the September 22, 2025 sale of XPLR's investment in natural gas pipeline assets in Pennsylvania. Furthermore, XPLR expects to restart earnings calls in 2026, beginning with the financial results for the fourth quarter of 2025 which earnings call is expected to be held in February of 2026. The reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures is attached as Exhibit 99.2.
Also on November 12, 2025, XPLR issued a press release announcing the launch of a cash tender offer by its direct subsidiary, XPLR Infrastructure Operating Partners, LP (XPLR OpCo) for any and all of XPLR OpCo’s outstanding 3.875% senior notes due 2026. A copy of the press release is attached as Exhibit 99.3 and incorporated herein by reference.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On November 12, 2025, XPLR issued a press release announcing the offering of $750 million in aggregate principal amount of XPLR OpCo's senior unsecured notes due in 2034, in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 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: November 12, 2025
| XPLR INFRASTRUCTURE, LP | ||
| (Registrant) | ||
| WILLIAM J. GOUGH | ||
| William J. Gough | ||
| Controller | ||
| (Principal Accounting Officer) | ||