XPLR Infrastructure, LP

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NEO as of December 31, 2025 about outstanding unvested equity awards which would vest as determined in the manner set forth above upon death, disability or normal retirement.

If an NEO was eligible for, and retired in accordance with, an approved early retirement, all outstanding and unvested equity awards would vest in full, and would be paid out on the vesting schedule set forth in each award agreement, generally subject to satisfaction of applicable performance criteria. As of December 31, 2025, neither Mr. Liu nor Ms. Geoffroy met the age 50 requirement for an approved early retirement.

PAY VERSUS PERFORMANCE (PVP)

Provided below is the Company’s “Pay Versus Performance” disclosure as required pursuant to Item 402(v) of Regulation S-K. As required by Item 402(v), we have included:

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A tabular list of the most important measures our XPLR Board used in 2025 to link pay calculated in accordance with Item 402(v) (referred to as “Compensation Actually Paid”, or CAP) to Company performance;

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A table that compares the total compensation of our Named Executive Officers as presented in the Summary Compensation Table (“SCT”) for each year to CAP and specified performance measures; and

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A discussion of:

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the relationship between our cumulative TSR and the TSR of the S&P 500 Utilities Index (“Peer Group TSR”);

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the relationship between CAP and our TSR;

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the relationship between CAP and our Net Income; and

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the relationship between CAP and the Company’s free cash flow before growth for each year, which is our Company Selected Measure (“CSM”). The CSM represents, in our assessment, the most important financial performance measure used to link CAP to Company performance.

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This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by our NEOs or how compensation decisions are evaluated in light of performance. In particular, the XPLR Board does not use CAP as a basis for making compensation decisions. Please refer to our Compensation Discussion & Analysis on pages 27 to 45 for a discussion of our executive compensation program objectives and the ways in which our program aligns executive compensation with Company performance.

Tabular list of most important measures to determine 2025 compensation actually paid

The list below represents the financial performance measures that the Company considers to have been the most important in linking CAP to our principal executive officer (“PEO”) and non-PEO NEOs for 2025 to Company performance. The measures are not ranked. Descriptions of these measures, and the manner in which these measures determine the amounts of incentive compensation paid to our NEOs, is described in our Compensation Discussion & Analysis within the sections titled “2025 Annual Performance-Based Incentive Compensation” and “2025 Long-Term Performance-Based Equity Compensation.”

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XPLR EBITDA

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Free Cash Flow Before Growth

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Total Unitholder Return

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Pay Versus Performance table

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(1)

During 2025, our PEO was Mr. Liu. During 2025, our non-PEO NEO was Ms. Geoffroy.

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(2)

The following table sets forth the adjustments made during each year represented in the PVP Table to arrive at “compensation actually paid” during each year:

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PEO and average non-PEO NEOs summary compensation table total to compensation actually paid reconciliation

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(i)

Reflects the value of equity calculated in accordance with the SEC methodology for determining compensation actually paid, dividends paid in cash, and pension service cost for each year shown. The fair value of performance share awards was determined using the Monte-Carlo simulation process and the fair value of stock options was determined using the Black-Scholes pricing model. Compensation actually paid does not represent annual compensation realized.

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(3)

TSR is determined based on the value of an initial fixed investment of $100 and reflects reinvestment of dividends. The TSR peer group consists of the S&P 500 Utilities Index.

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(4)

Net income excludes net income attributable to non-controlling interests.

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(5)

Free cash flow before growth is reported for 2024 and 2025; this metric was not calculated nor reported in 2023. The $689 million shown for 2023 represents cash available for distribution (“CAFD”), which was replaced by free cash flow before growth.

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Our Company maintains a pay for performance philosophy and the majority of compensation is performance-based as further described in our Compensation Discussion & Analysis.

The compensation actually paid in 2025 for our PEO and non-PEO NEO are influenced by performance on financial metrics including EBITDA, free cash flow before growth, and total unitholder return over the same period. 2025 was the first year for which our PEO and non-PEO NEOs served in their roles as CEO and CFO, therefore no comparisons to CAP in prior years are possible.