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XPLR Infrastructure, LP

For the period ended Dec 31, 2025. Filed Feb 17, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 17, 2026

XIFR$7.32+0.1%Stored close · as of Nov 6, 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 ________

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 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:

TermMeaning
ASAadministrative services agreement
BLMU.S. Bureau of Land Management
CITCconvertible investment tax credit
clean energy tax creditsproduction tax credits and investment tax credits collectively
CodeU.S. Internal Revenue Code of 1986, as amended
CSCS agreementamended and restated cash sweep and credit support agreement
FERCU.S. Federal Energy Regulatory Commission
IDR feecertain 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
IPPindependent power producer
ITCinvestment tax credit
limited partner interest in XPLR OpColimited partner interest in XPLR OpCo's common units
management sub-contractmanagement services subcontract between NEE Management and NEER
Management's DiscussionItem 7. 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
NERCNorth American Electric Reliability Corporation
Note __Note __ to consolidated financial statements
NYSENew York Stock Exchange
O&Moperations and maintenance
PPApower purchase agreement
PTCproduction tax credit
ROFRright of first refusal
RPSrenewable portfolio standards
SECU.S. Securities and Exchange Commission
the boardthe board of directors of XPLR
U.S.United States of America
XPLRXPLR Infrastructure, LP
XPLR GPXPLR Infrastructure Partners GP, Inc.
XPLR OpCoXPLR Infrastructure Operating Partners, LP
XPLR OpCo GPXPLR Infrastructure Operating Partners GP, LLC
XPLR OpCo ROFR assetsall 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.

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