XPLR Infrastructure, LP
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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FY2025 · Filed Feb 17, 2026
XIFR$7.13-2.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| Page(s) | ||
|---|---|---|
| (a) | 1 | Financial Statements |
| Management's Report on Internal Control over Financial Reporting | 41 | |
| Attestation Report of Independent Registered Public Accounting Firm | 42 | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 34) | 43 | |
| Consolidated Statements of Income (Loss) | 45 | |
| Consolidated Statements of Comprehensive Income (Loss) | 46 | |
| Consolidated Balance Sheets | 47 | |
| Consolidated Statements of Cash Flows | 48 | |
| Consolidated Statements of Changes in Equity | 49 | |
| Notes to Consolidated Financial Statements | 50 – 72 | |
| 2 | Financial Statement Schedules – Schedules are omitted as not applicable or not required. | |
| 3 | Exhibits (including those incorporated by reference) | |
| Certain exhibits listed below refer to named entities and were effective prior to the name change of those entities as follows: | ||
| Former Entity Name | Current Entity Name | |
| NEP US SellCo, LLC | US SellCo, LLC (effective February 14, 2025) | |
| NEP US SellCo II, LLC | US SellCo II, LLC (effective February 14, 2025) | |
| NextEra Energy Operating Partners, LP | XPLR Infrastructure Operating Partners, LP (effective January 27, 2025) | |
| NextEra Energy Partners Acquisitions, LLC | XPLR Infrastructure Acquisitions, LLC (effective January 30, 2025) | |
| NextEra Energy Partners Ventures, LLC | XPLR Infrastructure Ventures, LLC (effective February 14, 2025) | |
| NextEra Energy Partners, LP | XPLR Infrastructure, LP (effective January 23, 2025) | |
| NextEra Energy US Partners Holdings, LLC | XPLR Infrastructure US Partners Holdings, LLC (effective January 30, 2025) | |
| ExhibitNumber | Description |
|---|---|
| 2.1* | Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016, by and between NEP US SellCo, LLC and NextEra Energy Partners Acquisitions, LLC, as amended by First Global Amendment to Amended and Restated Purchase and Sale Agreement, dated as of September 8, 2016, by and between NEP US SellCo, LLC, NextEra Energy Partners Acquisitions, LLC and ESI Energy, LLC (filed as Exhibit 2.1 to Form 10-Q for the quarter ended September 30, 2017, File No. 1-36518) |
| 2.2* | Amendment to Amended and Restated Purchase and Sale Agreement (2023-A Projects Annex), dated as of April 24, 2023, by and among ESI Energy, LLC, NEP US SellCo, LLC, NEP US SellCo II, LLC and NextEra Energy Partners Acquisitions, LLC (filed as Exhibit 2.2 to Form 10-Q for the quarter ended March 31, 2023, File No. 1-36518) |
| 2.3* | Purchase and Sale Agreement between NextEra Energy Partners Ventures, LLC and Kinder Morgan Operating LLC "A" dated November 6, 2023 (filed as Exhibit 2.1 to Form 10-Q for the quarter ended September 30, 2023, File No. 1-36518) |
| 2.4* | Purchase and Sale Agreement by and among Meade Pipeline Investment, LLC, Redwood Midstream, LLC and River Road Interests LLC, as Sellers, APC Holdings II, L.P. and ACI Meade Member, LLC, as Buyers, and, solely for the Limited Purposes, XPLR Infrastructure Operating Partners, LP, dated as of August 7, 2025 (filed as Exhibit 2.1 to Form 8-K dated August 7, 2025, File No. 1-36518) |
| 3.1* | Sixth Amended and Restated Agreement of Limited Partnership of XPLR Infrastructure, LP, dated as of January 23, 2025 (filed as Exhibit 3.1 to Form 8-K dated January 23, 2025, File No. 1-36518) |
| 3.2* | Certificate of Limited Partnership of NextEra Energy Partners, LP (filed as Exhibit 3.3 to Form 10-K for the year ended December 31, 2014, File No. 1-36518) |
| 3.2(a)* | Certificate of Amendment to Certificate of Limited Partnership of NextEra Energy Partners, LP, dated as of January 23, 2025 (filed as Exhibit 3.2 to Form 8-K dated January 23, 2025, File No. 1-36518) |
| 3.3* | Amended and Restated Certificate of Incorporation of XPLR Infrastructure Partners GP, Inc. (filed as Exhibit 3.3 to Form 8-K dated January 23, 2025, File No. 1-36518) |
| 3.4* | Amended and Restated Bylaws of XPLR Infrastructure Partners GP, Inc. (filed as Exhibit 3.4 to Form 8-K dated January 23, 2025, File No. 1-36518) |
| 4.1* | Indenture, dated as of September 25, 2017, between NextEra Energy Operating Partners, LP and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to Form 8-K dated September 19, 2017, File No. 1-36518) |
| 4.2* | Guarantee Agreement dated as of September 25, 2017, between NextEra Energy Partners, LP and The Bank of New York Mellon, as guarantee trustee (filed as Exhibit 4.2 to Form 8-K dated September 19, 2017, File No. 1-36518) |
| 4.2(a)* | First Amendment to the Guarantee Agreement dated as of September 25, 2017, between NextEra Energy Partners, LP and The Bank of New York Mellon, as guarantee trustee, entered into as of June 27, 2019 (filed as Exhibit 4.5 to Form 8-K dated June 27, 2019, File No. 1-36518) |
| 4.2(b)* | Second Amendment to the Guarantee Agreement dated as of September 25, 2017, between NextEra Energy Partners, LP and The Bank of New York Mellon, as guarantee trustee, entered into as of December 15, 2023 (filed as Exhibit 4.6 to Form 8-K dated December 15, 2023, File No. 1-36518) |
| ExhibitNumber | Description |
| 4.2(c)* | Third Amendment to the Guarantee Agreement dated as of September 25, 2017, between XPLR Infrastructure, LP and The Bank of New York Mellon, as guarantee trustee, entered into as of March 25, 2025 (filed as Exhibit 4.8 to Form 8-K dated March 25, 2025, File No. 1-36518) |
| 4.3* | Guarantee Agreement dated as of September 25, 2017, between NextEra Energy US Partners Holdings, LLC and The Bank of New York Mellon, as guarantee trustee (filed as Exhibit 4.3 to Form 8-K dated September 19, 2017, File No. 1-36518) |
| 4.3(a)* | First Amendment to the Guarantee Agreement dated as of September 25, 2017, between NextEra Energy US Partners Holdings, LLC and The Bank of New York Mellon, as guarantee trustee, entered into as of June 27, 2019 (filed as Exhibit 4.6 to Form 8-K dated June 27, 2019, File No. 1-36518) |
| 4.3(b)* | Second Amendment to the Guarantee Agreement dated as of September 25, 2017, between NextEra Energy US Partners Holdings, LLC and The Bank of New York Mellon, as guarantee trustee, entered into as of December 15, 2023 (filed as Exhibit 4.7 to Form 8-K dated December 15, 2023, File No. 1-36518) |
| 4.3(c)* | Third Amendment to the Guarantee Agreement dated as of September 25, 2017, between XPLR Infrastructure US Partners Holdings, LLC and The Bank of New York Mellon, as guarantee trustee, entered into as of March 25, 2025 (filed as Exhibit 4.9 to Form 8-K dated March 25, 2025, File No. 1-36518) |
| 4.4* | Officer's Certificate of NextEra Energy Operating Partners, LP, dated September 25, 2017, creating the 4.50% Senior Notes due 2027 (filed as Exhibit 4.4 to Form 8-K dated September 19, 2017, File No. 1-36518) |
| 4.5* | Officer's Certificate of NextEra Energy Operating Partners, LP, dated September 23, 2019, creating the 3.875% Senior Notes due 2026 (filed as Exhibit 4.6 to Form 8-K dated September 23, 2019, File No. 1-36518) |
| 4.6* | Officer's Certificate of NextEra Energy Operating Partners, LP, dated December 15, 2023, creating the 7.250% Senior Notes due 2029 (filed as Exhibit 4.8 to Form 8-K dated December 15, 2023, File No. 1-36518) |
| 4.7* | Officer's Certificate of XPLR Infrastructure Operating Partners, LP, dated March 25, 2025, creating the 8.375% Senior Notes due 2031 (filed as Exhibit 4.10 to Form 8-K dated March 25, 2025, File No. 1-36518) |
| 4.8* | Officer's Certificate of XPLR Infrastructure Operating Partners, LP, dated March 25, 2025, creating the 8.625% Senior Notes due 2033 (filed as Exhibit 4.11 to Form 8-K dated March 25, 2025, File No. 1-36518) |
| 4.9* | Officer's Certificate of XPLR Infrastructure Operating Partners, LP, dated November 21, 2025, creating the 7.750% Senior Notes due 2034 (filed as Exhibit 4.10 to Form 8-K dated November 21, 2025, File No. 1-36518) |
| 4.10* | Indenture, dated as of December 3, 2020, by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP and The Bank of New York Mellon, as trustee (filed as Exhibit 4 to Form 8-K dated December 3, 2020, File No. 1-36518) |
| 4.11* | Indenture, dated as of December 12, 2022, by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP and The Bank of New York Mellon, as trustee (filed as Exhibit 4 to Form 8-K dated December 7, 2022, File No. 1-36518) |
| 4.12 | Description of Securities Registered Pursuant to Section 12 of the Exchange Act |
| 10.1* | Fifth Amended and Restated Management Services Agreement, dated as of February 19, 2025, by and among XPLR Infrastructure, LP, XPLR Infrastructure Operating Partners GP, LLC, XPLR Infrastructure Operating Partners, LP and NextEra Energy Management Partners, LP (filed as Exhibit 10.1 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.2* | Amended and Restated Exchange Agreement by and among NextEra Energy Equity Partners, LP, XPLR Infrastructure Operating Partners, LP, XPLR Infrastructure Partners GP, Inc. and XPLR Infrastructure, LP, dated as of February 17, 2025 (filed as Exhibit 10.2 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.3* | XPLR Infrastructure, LP Second Amended and Restated Registration Rights Agreement dated February 17, 2025 (filed as Exhibit 10.3 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.4* | Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders parties thereto, dated as of May 27, 2022 (filed as Exhibit 10.1 to Form 8-K dated May 27, 2022, File No. 1-36518) |
| 10.4(a)* | Letter Amendment Agreement and Request for Extension to the Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders parties thereto, dated as of February 8, 2023 (filed as Exhibit 10.5(a) to Form 10-K for the year ended December 31, 2022, File No. 1-36518) |
| 10.4(b)* | Second Letter Amendment Agreement to the Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders parties thereto, dated as of January 18, 2024 (filed as Exhibit 10.4(b) to Form 10-K for the year ended December 31, 2023, File No. 1-36518) |
| 10.4(c)* | Request for Extension to the Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders parties thereto, dated as of February 8, 2024 (filed as Exhibit 10.4(c) to Form 10-K for the year ended December 31, 2023, File No. 1-36518) |
| 10.4(d)* | Third Letter Amendment Agreement to the Second Amended and Restated Revolving Credit Agreement by and between XPLR Infrastructure US Partners Holdings, LLC, XPLR Infrastructure Operating Partners, LP and the lenders parties thereto, dated as of June 13, 2025 (filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2025, File No. 1-36518) |
| 10.4(e)* | Fourth Letter Amendment Agreement to the Second Amended and Restated Revolving Credit Agreement by and between XPLR Infrastructure US Partners Holdings, LLC, XPLR Infrastructure Operating Partners, LP and the lenders parties thereto, dated as of February 6, 2026 (filed as Exhibit 10.1 to Form 8-K dated February 6, 2026, File No. 1-36518) |
| 10.5* | Third Amended and Restated NextEra Energy Partners, LP Guaranty dated as of January 18, 2024 in favor of Bank of America, N.A., as collateral agent under the Second Amended and Restated Revolving Credit Agreement by and between NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP, Bank of America, N.A., as administrative agent and collateral agent, and the lenders parties thereto, dated as of May 27, 2022 (filed as Exhibit 10.5 to Form 10-K for the year ended December 31, 2023, File No. 1-36518) |
| 10.6* | Second Amended and Restated Cash Sweep and Credit Support Agreement by and between XPLR Infrastructure Operating Partners, LP and NextEra Energy Resources, LLC, dated as of February 17, 2025 (filed as Exhibit 10.6 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.7* | Certificate of Limited Partnership of NextEra Energy Operating Partners, LP (filed as Exhibit 3.4 to Form 10-K for the year ended December 31, 2014, File No. 1-36518) |
| 10.7(a)* | Certificate of Amendment to Certificate of Limited Partnership of NextEra Energy Operating Partners, LP, dated as of January 27, 2025 (filed as Exhibit 10.3 to Form 8-K dated January 23, 2025, File No. 1-36518) |
| 10.8* | Fifth Amended and Restated Agreement of Limited Partnership of XPLR Infrastructure Operating Partners, LP, dated as of January 27, 2025 (filed as Exhibit 10.2 to Form 8-K dated January 23, 2025, File No. 1-36518) |
| ExhibitNumber | Description |
| 10.9 | Amended and Restated Right of First Refusal Agreement, dated as of February 17, 2025, by and among XPLR Infrastructure, LP, XPLR Infrastructure Operating Partners, LP, and NextEra Energy Resources, LLC |
| 10.10* | NextEra Energy Partners, LP 2014 Long-Term Incentive Plan (filed as Exhibit 10.8 to Form 8‑K dated July 1, 2014, File No. 1-36518) |
| 10.10(a)* | Form of Restricted Unit Award Agreement under the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan (filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022, File No. 1-36518) |
| 10.10(b)* | Form of Restricted Unit Award Agreement under the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan (filed as Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2023, File No. 1-36518) |
| 10.11* | XPLR Infrastructure, LP 2024 Long Term Incentive Plan (filed as Exhibit 10.11 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.11(a)* | Form of Restricted Unit Award Agreement under the XPLR Infrastructure, LP 2024 Long Term Incentive Plan (filed as Exhibit 10.11(a) to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.12* | NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of NextEra Energy Partners, LP, effective January 1, 2023 (filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2022, File No. 1-36518) |
| 10.13* | NextEra Energy Partners, LP Compensation Summary for Independent Non-Employee Director of NextEra Energy Partners, LP, effective January 1, 2024 (filed as Exhibit 10.15 to Form 10-K for the year ended December 31, 2023, File No. 1-36518) |
| 10.14* | XPLR Infrastructure, LP Compensation Summary for Independent Non-Employee Director of XPLR Infrastructure, LP, effective January 1, 2025 (filed as Exhibit 10.15 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.15 | XPLR Infrastructure, LP Compensation Summary for Independent Non-Employee Director of XPLR Infrastructure, LP, effective January 1, 2026 |
| 10.16* | Fourth Amended and Restated Limited Liability Company Agreement of Genesis Solar Holdings, LLC, dated as of February 17, 2025 (filed as Exhibit 10.18 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.17* | Second Amended and Restated Limited Liability Company Agreement of XPLR Renewables III, LLC, dated as of February 17, 2025 (filed as Exhibit 10.19 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.18* | Second Amended and Restated Limited Liability Company Agreement of XPLR Renewables IV, LLC, dated as of February 17, 2025 (filed as Exhibit 10.20 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 10.19 | Interconnection Sales and Co-Investment Agreement by and between NextEra Energy Resources Development, LLC and XPLR Infrastructure Operating Partners, LP |
| 19* | Insider Trading Policies and Procedures (filed as Exhibit 19 to Form 10-K for the year ended December 31, 2024, File No. 1-36518) |
| 21 | Subsidiaries of XPLR Infrastructure, LP |
| 23 | Consent of Independent Registered Public Accounting Firm |
| 31(a) | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of XPLR Infrastructure, LP |
| 31(b) | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of XPLR Infrastructure, LP |
| 32 | Section 1350 Certification of XPLR Infrastructure, LP |
| 97* | Incentive Compensation Recoupment Policy (filed as Exhibit 97 to Form 10-K for the year ended December 31, 2023, File No. 1-36518) |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Schema Document |
| 101.PRE | Inline XBRL Presentation Linkbase Document |
| 101.CAL | Inline XBRL Calculation Linkbase Document |
| 101.LAB | Inline XBRL Label Linkbase Document |
| 101.DEF | Inline XBRL Definition Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Incorporated herein by reference.
XPLR agrees to furnish to the SEC upon request any instrument with respect to long-term debt that XPLR has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.