XPLR Infrastructure, LP
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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FY2025 · Filed Feb 17, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 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 ________
| CommissionFileNumber | Exact name of registrant as specified in itscharter, address of principal executive offices andregistrant's telephone number | IRS EmployerIdentificationNumber |
|---|---|---|
| 1-36518 | XPLR INFRASTRUCTURE, LP | 30-0818558 |
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 class | Trading Symbol | Name of exchangeon which registered |
|---|---|---|
| Common units | XIFR | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o No þ
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 o
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 o
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 þ
Aggregate market value of the voting and non-voting common equity of XPLR Infrastructure, LP held by non-affiliates at June 30, 2025 (based on the closing market price on the Composite Tape on June 30, 2025) was $747,971,110.
Number of XPLR Infrastructure, LP common units outstanding at January 31, 2026:93,966,346
DOCUMENTS INCORPORATED BY REFERENCE
Portions of XPLR Infrastructure, LP's Proxy Statement for the 2026 Annual Meeting of Unitholders are incorporated by reference in Part III hereof.
DEFINITIONS
Acronyms and defined terms used in the text include the following:
| Term | Meaning |
|---|---|
| ASA | administrative services agreement |
| BLM | U.S. Bureau of Land Management |
| CITC | convertible investment tax credit |
| clean energy tax credits | production tax credits and investment tax credits collectively |
| Code | U.S. Internal Revenue Code of 1986, as amended |
| CSCS agreement | amended and restated cash sweep and credit support agreement |
| FERC | U.S. Federal Energy Regulatory Commission |
| IDR fee | certain payments from XPLR OpCo to NEE Management as a component of the MSA which are based on the achievement by XPLR OpCo of certain target quarterly distribution levels to its unitholders |
| IPP | independent power producer |
| ITC | investment tax credit |
| limited partner interest in XPLR OpCo | limited partner interest in XPLR OpCo's common units |
| management sub-contract | management services subcontract between NEE Management and NEER |
| Management's Discussion | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations |
| MSA | Fifth Amended and Restated Management Services Agreement among XPLR, NEE Management, XPLR OpCo and XPLR OpCo GP |
| MW | megawatt(s) |
| MWh | megawatt-hour(s) |
| NEE | NextEra Energy, Inc. |
| NEECH | NextEra Energy Capital Holdings, Inc. |
| NEE Equity | NextEra Energy Equity Partners, LP |
| NEE Management | NextEra Energy Management Partners, LP |
| NEER | NextEra Energy Resources, LLC |
| NERC | North American Electric Reliability Corporation |
| Note __ | Note __ to consolidated financial statements |
| NYSE | New York Stock Exchange |
| O&M | operations and maintenance |
| PPA | power purchase agreement |
| PTC | production tax credit |
| ROFR | right of first refusal |
| RPS | renewable portfolio standards |
| SEC | U.S. Securities and Exchange Commission |
| the board | the board of directors of XPLR |
| U.S. | United States of America |
| XPLR | XPLR Infrastructure, LP |
| XPLR GP | XPLR Infrastructure Partners GP, Inc. |
| XPLR OpCo | XPLR Infrastructure Operating Partners, LP |
| XPLR OpCo GP | XPLR Infrastructure Operating Partners GP, LLC |
| XPLR OpCo ROFR assets | all assets owned or hereafter acquired by XPLR OpCo or its subsidiaries |
Each of XPLR and XPLR OpCo has subsidiaries and affiliates with names that may include 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 1 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.
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.