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XPLR Infrastructure, LP

For the period ended Mar 31, 2025. Filed May 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

XIFR$7.320.0%Stored close · as of Nov 9, 2026

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

CommissionFileNumberExact name of registrant as specified in itscharter, address of principal executive offices andregistrant's telephone numberIRS EmployerIdentificationNumber
1-36518XPLR INFRASTRUCTURE, LP30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

(561)694-4000

State or other jurisdiction of incorporation or organization: Delaware

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of exchangeon which registered
Common unitsXIFRNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes þ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large Accelerated Filer þ Accelerated Filer☐ Non-Accelerated Filer☐ Smaller Reporting Company☐ 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 Securities Exchange Act of 1934.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes☐ No☑

Number of XPLR Infrastructure, LP common units outstanding at March 31, 2025:94,001,017

DEFINITIONS

Acronyms and defined terms used in the text include the following:

TermMeaning
2020 convertible notessenior unsecured convertible notes issued in 2020
2022 convertible notessenior unsecured convertible notes issued in 2022
ASAadministrative services agreement
CSCS agreementamended and restated cash sweep and credit support agreement
Genesis HoldingsGenesis Solar Holdings, LLC
limited partner interest in XPLR OpColimited partner interest in XPLR OpCo's common units
Management's DiscussionItem 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
MSAFifth Amended and Restated Management Services Agreement among XPLR, NEE Management, XPLR OpCo and XPLR OpCo GP
MWmegawatt(s)
MWhmegawatt-hour(s)
NEENextEra Energy, Inc.
NEECHNextEra Energy Capital Holdings, Inc.
NEE EquityNextEra Energy Equity Partners, LP
NEE ManagementNextEra Energy Management Partners, LP
NEERNextEra Energy Resources, LLC
Note __Note __ to condensed consolidated financial statements
O&Moperations and maintenance
PPApower purchase agreement
renewable energy tax creditsproduction tax credits and investment tax credits collectively
SECU.S. Securities and Exchange Commission
U.S.United States of America
VIEvariable interest entity
XPLRXPLR Infrastructure, LP
XPLR GPXPLR Infrastructure Partners GP, Inc.
XPLR OpCoXPLR Infrastructure Operating Partners, LP
XPLR OpCo credit facilitysenior secured revolving credit facility of XPLR OpCo and its direct subsidiary
XPLR OpCo GPXPLR Infrastructure Operating Partners GP, LLC
XPLR PipelinesXPLR Infrastructure Pipelines, LLC
XPLR Renewables IIXPLR Renewables II, LLC
XPLR Renewables IIIXPLR Renewables III, LLC
XPLR Renewables IVXPLR Renewables IV, LLC

Each of XPLR and XPLR OpCo has subsidiaries and affiliates with names that may include XPLR, XPLR Infrastructure and similar references. For convenience and simplicity, in this report, the terms XPLR and XPLR OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of XPLR's ownership of subsidiaries and projects refers to its controlling interest in the general partner of XPLR OpCo and XPLR's indirect interest in and control over the subsidiaries of XPLR OpCo. See Note 9 for a description of the noncontrolling interest in XPLR OpCo. References to XPLR's projects generally include XPLR's consolidated subsidiaries and the projects in which XPLR has equity method investments. References to XPLR's pipeline investment refers to its equity method investment in contracted natural gas assets.

NEE, NEECH and NEER each has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Resources, NextEra and similar references. For convenience and simplicity, in this report the terms NEE, NEECH and NEER are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context.

TABLE OF CONTENTS

Page No.
Definitions2
Forward-Looking Statements4
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.Quantitative and Qualitative Disclosures About Market Risk25
Item 4.Controls and Procedures25
PART II – OTHER INFORMATION
Item 1.Legal Proceedings26
Item 1A.Risk Factors26
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26
Item 5.Other Information26
Item 6.Exhibits26
Signatures28
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.