XPLR Infrastructure, LP
For the period ended Jun 30, 2026. Filed Jul 28, 2026.
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Jun 30, 2026 · Filed Jul 28, 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 June 30, 2026
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)694-4700
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 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 June 30, 2026:94,272,795
DEFINITIONS
Acronyms and defined terms used in the text include the following:
| Term | Meaning |
|---|---|
| 2022 convertible notes | senior unsecured convertible notes issued in 2022 |
| ASA | administrative services agreement |
| clean energy tax credits | production tax credits and investment tax credits collectively |
| CSCS agreement | amended and restated cash sweep and credit support agreement |
| Genesis Holdings | Genesis Solar Holdings, LLC |
| limited partner interest in XPLR OpCo | limited partner interest in XPLR OpCo's common units |
| Management's Discussion | Item 2. 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 |
| Note __ | Note __ to condensed consolidated financial statements |
| O&M | operations and maintenance |
| PPA | power purchase agreement |
| SEC | U.S. Securities and Exchange Commission |
| U.S. | United States of America |
| VIE | variable interest entity |
| XPLR | XPLR Infrastructure, LP |
| XPLR GP | XPLR Infrastructure Partners GP, Inc. |
| XPLR OpCo | XPLR Infrastructure Operating Partners, LP |
| XPLR OpCo credit facility | senior secured revolving credit facility of XPLR OpCo and its direct subsidiary |
| XPLR OpCo GP | XPLR Infrastructure Operating Partners GP, LLC |
| XPLR Pipelines | XPLR Infrastructure Pipelines, LLC |
| XPLR Renewables II | XPLR Renewables II, LLC |
| XPLR Renewables III | XPLR Renewables III, LLC |
| XPLR Renewables IV | XPLR 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 10 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.
TABLE OF CONTENTS
| Page No. | ||
|---|---|---|
| Definitions | 2 | |
| Forward-Looking Statements | 4 | |
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 7 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 |
| Item 4. | Controls and Procedures | 30 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 31 |
| Item 1A. | Risk Factors | 31 |
| Item 5. | Other Information | 31 |
| Item 6. | Exhibits | 31 |
| Signatures | 32 | |
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