8-K
XPLR Infrastructure, LP (XIFR)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: February 6, 2026
| Commission<br>File<br>Number | Exact name of registrant as specified in its<br><br>charter, address of principal executive offices and<br><br>registrant's telephone number | IRS Employer<br>Identification<br>Number |
|---|---|---|
| 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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange<br><br>on which registered |
|---|---|---|
| Common Units | XIFR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Exchange Act. ☐
SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On February 6, 2026, XPLR Infrastructure Operating Partners, LP (XPLR OpCo) and its direct subsidiary (loan parties) entered into a fourth letter amendment agreement to their existing senior secured revolving credit facility. XPLR OpCo is a direct subsidiary of XPLR Infrastructure, LP (XPLR or the Partnership). The amendments to the revolving credit facility include, among other things, the following:
•a decrease in the revolving credit facility size from $2.45 billion to $1.25 billion (borrowing capacity of up to $400 million for letters of credit is unchanged),
•a revised aggregate amount of the revolving credit facility to an aggregate amount of up to $2.0 billion, which includes incremental commitments to increase the revolving credit facility subject to certain conditions, and
•an extension of the maturity date to 2031.
The revolving credit facility is secured by liens on, among other things, certain assets of XPLR OpCo's direct subsidiary. The revolving credit facility contains default and related acceleration provisions relating to the failure to make required payments or to observe other covenants in the revolving credit facility and related documents. Additionally, the loan parties are required to comply with certain financial covenants on a quarterly basis and XPLR OpCo’s ability to pay cash distributions is subject to certain other restrictions. All borrowings under the revolving credit facility are guaranteed by XPLR OpCo and XPLR.
The foregoing summary of the amendments to the revolving credit facility is qualified in its entirety by reference to the Fourth Letter Amendment Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
SECTION 2 – FINANCIAL INFORMATION
Item 2.02 Results of Operations and Financial Condition
On February 10, 2026, the Partnership posted on its website a news release announcing fourth-quarter and full-year 2025 financial results for the Partnership. A copy of the news release is furnished as Exhibit 99, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 10.1 | 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 |
| 99 | XPLR Infrastructure, LP News Release dated February 10, 2026 |
| 101 | Interactive data files for this Form 8-K formatted in Inline XBRL |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 10, 2026
| XPLR INFRASTRUCTURE, LP |
|---|
| (Registrant) |
| WILLIAM J. GOUGH |
| William J. Gough<br><br>Controller<br><br>(Principal Accounting Officer) |
Document
Exhibit 10.1
EXECUTION VERSION
XPLR INFRASTRUCTURE OPERATING PARTNERS, LP
XPLR INFRASTRUCTURE US PARTNERS HOLDINGS, LLC
700 Universe Boulevard
Juno Beach, Florida 33408
FOURTH LETTER AMENDMENT AGREEMENT TO CREDIT AGREEMENT AND EXTENSION REQUEST
(this “Amendment and Extension Request”)
Dated as of February 6, 2026
Bank of America, N.A.
as Administrative Agent and Collateral Agent,
under the Credit Agreement (as defined below)
Re: Second Amended and Restated Revolving Credit Agreement, dated as of May 27, 2022, among XPLR Infrastructure US Partners Holdings, LLC, formerly known as NextEra Energy US Partners Holdings, LLC (the “Borrower”), XPLR Infrastructure Operating Partners, LP, formerly known as NextEra Energy Operating Partners, LP, as Guarantor (“XPLR OpCo” and, together with the Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent (in such capacities, the “Agent”) (as amended, restated, supplemented or modified prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as amended by this Fourth Letter Amendment Agreement to Credit Agreement and Extension Request is referred to herein as the “Amended Credit Agreement”).
To Whom It May Concern:
The amendments contemplated hereby (the “Amendments”) are made pursuant to Section 11.01 of the Credit Agreement and the request for extension contemplated hereby (the “Extension Request”) is made pursuant to Section 2.11(a) of the Credit Agreement. Any capitalized terms appearing but not otherwise defined in this Amendment and Extension Request shall have the meanings specified for those terms in the Credit Agreement.
A. Amendments to the Credit Agreement.
(a) The face page of the Credit Agreement is hereby amended by deleting the phrase “up to US$2,500,000,000”.
(b) Section 1.01 of the Credit Agreement is hereby amended by replacing paragraphs (vi) and (vii) of the definition of “Funded Debt” with the following:
(vi) all liabilities of others secured by any Lien on any property owned by such Person or any of its Subsidiaries”
XPLR Fourth Letter Amendment Agreement to
Credit Agreement and Extension Request
1
(vii) all non-contingent obligations (and, for purposes of Section 8.01(e), contingent obligations) of such Person and its Subsidiaries in respect of amounts paid under (or, in the case of Section 8.01(e), in respect of) acceptances, letters of credit or similar extensions of credit;
(c) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:
“Fourth Amendment Effective Date” means February 8, 2026.
“Specified Foreign Entity” means a “specified foreign entity” as defined in Section 7701(a)(51)(B) of the Code as in effect on the date hereof.
“Transaction Revenue” means all fees and the component of interest constituting the Applicable Rate, in each case, paid or payable by the Borrower hereunder or under any other Loan Document or fee letter on or after the Fourth Amendment Effective Date, including letter of credit fees, Facility Fee, upfront fee, arrangement fee, structuring fee, redemption or prepayment premium, administrative agent fee, breakage fee or any other similar fee. For the avoidance of doubt, the term “Transaction Revenue” shall exclude the component of all interest constituting the Base Rate or the applicable Benchmark and any repayment of principal with respect to any Loan or any reimbursement for amounts drawn under any Letter of Credit.
(d) Section 2.11(a) of the Credit Agreement is hereby amended by deleting the phrase “by one year” appearing at the end of the first sentence thereof.
(e) Section 2.14(a) of the Credit Agreement is hereby amended by replacing the reference to US$3,250,000,000 with a reference to US$2,000,000,000.
(f) Section 11.07 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:
For the avoidance of doubt, nothing herein prohibits or impedes any individual from communicating or disclosing Information regarding suspected violations of laws, rules, or regulations to a Governmental Authority or self-regulatory authority without any notification to any Person to the extent that any such prohibition or impediment on disclosure set forth herein shall be prohibited by the laws or regulations applicable to such Governmental Authority or self-regulatory authority.
(g) The following new Section 11.23 is hereby added to the Credit Agreement immediately following Section 11.22 of the Credit Agreement and the table of Contents is hereby updated accordingly:
Section 11.23 Specified Foreign Entities.
XPLR Fourth Letter Amendment Agreement to
Credit Agreement and Extension Request
2
(a) Each Lender represents and warrants to the Borrower on the Fourth Amendment Effective Date that, to such Lender’s knowledge after reasonable investigation, such Lender is not a Specified Foreign Entity, and such Lender acknowledges that it is aware that the Borrower may rely upon such representation and warranty.
(b) Each Lender shall give prompt Notice to the Borrower upon such Lender becoming aware it is a Specified Foreign Entity.
(c) Upon receipt of any Notice pursuant to Section 11.23(b) above (or otherwise upon the Borrower becoming aware that any Lender is a Specified Foreign Entity), the Borrower may, in its sole discretion, by Notice to the Agent and such Lender (i) immediately terminate the Commitments of such Lender and the obligation of any such Issuing Bank to issue Letters of Credit hereunder, and (ii) prepay the principal amount of such Lender’s Outstanding Loans at such time, without penalty or premium (together with any accrued but unpaid interest).
(d) No Lender’s total aggregate liability arising out of, or in relation to, any claims related to a breach of this Section 11.23 shall exceed three hundred percent (300%) of the Transaction Revenue paid or payable to such Lender in connection with this Agreement, except for any liability or loss caused by the fraud, gross negligence or willful misconduct of such Lender as determined in a final non-appealable judgment by a court of competent jurisdiction.
(h) Schedule I of the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule I attached hereto.
(i) Exhibit F to the Credit Agreement is hereby amended by (i) deleting the reference to “US$2,500,000” in the description of the Credit Agreement in Section 5 thereof, and (ii) adding the following new Section 8 immediately following Section 7 thereof:
8. Specified Foreign Entity: Assignee represents and warrants to the Assignor and Borrower on the Effective Date, to the knowledge of such Assignee after reasonable investigation, that Assignee is not a Specified Foreign Entity, and such Assignee acknowledges that it is aware that the Assignor and Borrower may rely upon such representation and warranty.
B. Extension Notice, Request and Consent.
(a) Pursuant to the provisions of Section 2.11(a) of the Amended Credit Agreement, each of the Loan Parties hereby requests that each Lender listed under Part A of Schedule I to the Credit Agreement, effective as of February 8, 2026 (the “Fourth Amendment Effective Date”), extend its respective Commitment Termination Date to February 8, 2031.
(b) The Loan Parties, the Agent and the Lenders hereby acknowledge and agree that, for the purposes of this particular request for extension only, the Consent Date shall be the date
XPLR Fourth Letter Amendment Agreement to
Credit Agreement and Extension Request
3
hereof and this Amendment and Extension Request shall constitute Notice provided to the Agent in accordance with Section 2.11(a) of the Credit Agreement.
(c) Each Lender so indicating on its signature page to this Amendment and Extension Request (each an “Extending Lender”) agrees to extend the Commitment Termination Date with respect to its Commitment to February 8, 2031 or to such other date specified on its signature page to this Amendment and Extension Request. By execution and delivery of this Amendment and Extension Request, each Extending Lender agrees to waive the requirements of Section 2.11 of the Credit Agreement solely to the extent that such Section requires notices to be received and delivered within specified times. This agreement to extend the Commitment Termination Date is subject in all respects to the terms of the Credit Agreement and is irrevocable.
(d) Notwithstanding any provision hereof, of the Credit Agreement or any other Loan Document to the contrary, any Lender that is presently a party to the Credit Agreement or, subsequent to the date hereof, becomes a Lender under the Credit Agreement by virtue of an assignment from another Lender, may, by written notice to the Agent elect to extend the Commitment Termination Date with respect to its Commitment to a February 8th later than such current Commitment Termination Date, but not later than February 8, 2031. In such event, the Agent shall be authorized and directed to make the necessary updates to the Register.
C. Representations.
(a) Each of the Loan Parties hereby certifies that, on and as of the date hereof, after giving effect to this Amendment and Extension Request, (i) each of the representations and warranties contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true and correct in all material respects, with the same effect as if made on the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the extent that any representation or warranty is qualified by materiality, “Material Adverse Effect” or similar qualifier, it shall be true and correct in all respects; and (ii) there exists no Default.
(b) Each Lender represents and warrants to the Borrower on the date hereof that, to such Lender’s knowledge after reasonable investigation, such Lender is not a Specified Foreign Entity, and such Lender acknowledges that it is aware that the Borrower may rely upon such representation and warranty.
D. Effect on Original Terms. Each of the Loan Parties, the Agent and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment and Extension Request, all terms of the Credit Agreement and the other Loan Documents shall remain unmodified and shall continue in full force and effect from and as of the date hereof. The execution, delivery and effectiveness of this Amendment and Extension Request shall not, except as expressly provided herein, operate as a waiver of any right,
XPLR Fourth Letter Amendment Agreement to
Credit Agreement and Extension Request
4
power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.
E. Amendment Effective Date.
(a) Paragraph A (other than clause (g) thereof) and Paragraph B of this Amendment and Extension Request shall become effective on and as of the date hereof; provided, that each of the Loan Parties, the Agent and the Majority Lenders have executed and delivered this Amendment and Extension Request on or prior to such date.
(b) Clause (g) of Paragraph (A) of this Amendment and Extension Request shall become effective on and as of the Fourth Amendment Effective Date; provided, that each of the Loan Parties, the Agent and Lenders having Commitments equal to 100% of the Commitments outstanding immediately prior to such date shall have executed and delivered this Amendment and Extension Request on or prior to such date, it being understood and agreed that any Lender that shall not consent to the extension contemplated by Paragraph (B) of this Amendment and Extension Request shall execute and deliver this Amendment and Extension Request solely for the purpose of providing its consent to the amendment contemplated by Paragraph(A)(g).
F. Extension Effective Date. The extension contemplated by Paragraph (B) of this Amendment and Extension Request shall become effective on and as of the Fourth Amendment Effective Date; provided, that (i) on or prior to such date:
(a) the Borrower and the Agent shall have executed and delivered this Extension Request and Amendment;
(b) Lenders having Commitments equal to 100% of the Commitments outstanding immediately prior to such date shall have executed and delivered this Amendment and Extension Request;
(c) the Borrower shall have paid all accrued fees and expenses of the Agent (including the accrued fees and expenses of counsel to the Agent), and the up-front fees then payable to the Extending Lenders;
(d) the Borrower shall have satisfied the condition set forth in Section 7.01(f) of the Credit Agreement and delivered the certificate described in Section 2.11(b) of the Credit Agreement on such date;
(e) all corporate action necessary for the valid execution, delivery and performance by each Loan Party and of this Amendment shall have been duly and effectively taken and evidence thereof satisfactory to the Administrative Agent shall have been provided to the Administrative Agent; and
XPLR Fourth Letter Amendment Agreement to
Credit Agreement and Extension Request
5
(f) each Loan Party shall have provided its incumbency certificate to the Administrative Agent, such certificate being dated the Fourth Amendment Effective Date, signed by its duly authorized officer and giving the name and bearing a specimen signature of each individual who shall be authorized to sign this Amendment in the name and on behalf of such Loan Party.
G. Ratification of the Guaranty. XPLR OpCo hereby ratifies, affirms and confirms each and every of its agreements, obligations and covenants contained in the Guaranty as if fully set forth herein, and agrees that the Guaranty is in full force and effect and that such obligations of XPLR OpCo extend without limitation to all of the Obligations of the Borrower under and pursuant to the Credit Agreement, as amended hereby, and each of the other Loan Documents.
H. Effect on Credit Agreement.
(a) On and after the date hereof, each reference in the Credit Agreement or any other Loan Document to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by Paragraph (E)(a) of this Amendment and Extension Request.
(b) On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement or any other Loan Document to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by Paragraphs (E) and (F) of this Amendment and Extension Request.
I. Loan Document. This Amendment and Extension Request shall be deemed to constitute a Loan Document.
J. Execution and Delivery. This Amendment and Extension Request may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment and Extension Request by emailed .pdf file or other electronic means shall be effective as delivery of a manually-executed counterpart signature page.
K. Headings. The division into sections and other subdivisions of this Amendment and Extension Request and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Amendment and Extension Request. Words in the singular include the plural and vice versa and words in one gender include all genders.
L. Governing Law. This Amendment and Extension Request shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signatures appear on following pages]
XPLR Fourth Letter Amendment Agreement to
Credit Agreement and Extension Request
6
By signing this Amendment and Extension Request where indicated below, each of the Loan Parties, the Lenders and Agent is confirming its acceptance of the terms of this Amendment and Extension Request as set forth above.
XPLR INFRASTRUCTURE OPERATING PARTNERS, LP, formerly known as NextEra Energy Operating Partners, LP, as Guarantor
By: XPLR Infrastructure Operating Partners GP, LLC, its General Partner
By: ROBERT GORDON
Name: Robert Gordon
Title: Treasurer
XPLR INFRASTRUCTURE US PARTNERS HOLDINGS, LLC, formerly known as NextEra Energy US Partners Holdings, LLC, as Borrower
By: ROBERT GORDON
Name: Robert Gordon
Title: Vice President
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
BANK OF AMERICA, N.A., as the Agent
By: DEWAYNE D. ROSSE
Name: DeWayne D. Rosse
Title: Assistant Vice President
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
BANK OF AMERICA, N.A.
Type or Print Name of Lender
By: JACQUELINE G. MARGETIS
Name: Jacqueline G. Margetis
Title: Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
Bank of Montreal
By: MICHAEL CUMMINGS
Name: Michael Cummings
Title: Managing Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
BARCLAYS BANK PLC, as Lender
By: SYDNEY G. DENNIS
Name: Sydney G. Dennis
Title: Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
BNP PARIBAS
By: VICTOR PADILLA
Name: Victor Padilla
Title: Director
By: MIKO MCGUIRE
Name: Miko McGuire
Title: Vice President
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
CitiBank, N.A.
Type or Print Name of Lender
By: AGHA MURTAZA
Name: Agha Murtaza
Title: Vice President / Managing Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By: ANDREW SIDFORD
Name: Andrew Sidford
Title: Managing Director
By: GORDON YIP
Name: Gordon Yip
Title: Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
Fifth Third Bank, National Association
By: JONATHAN LEE
Name: Jonathan Lee
Title: Managing Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
JPMorgan Chase Bank, N.A.
Type or Print Name of Lender
By: DONG SUN SHIN
Name: Dong Sun Shin
Title: Authorized Officer
By:
Name:
Title:
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
KEYBANK NATIONAL ASSOCIATION
By: JOHN R. MCCARTHY
Name: John R. McCarthy
Title: Vice President
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
Mizuho Bank, Ltd.
By: EDWARD SACKS
Name: Edward Sacks
Title: Managing Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
MORGAN STANLEY BANK, N.A., as lender
By: MICHAEL KING
Name: Michael King
Title: Authorized Signatory
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
MUFG BANK, LTD.
By: LINH FUJITAKI
Name: Linh Fujitaki
Title: Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
Regions Bank
By: TEDRICK TARVER
Name: Tedrick Tarver
Title: Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
____ROYAL BANK OF CANADA____
Type or Print Name of Lender
By: MEG DONNELLY
Name: Meg Donnelly
Title: Authorized Signatory
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Docusign Envelope ID: 361A0676-3C4C-42F6-A6B0-BE2FC51E24F0
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
SOCIÉTÉ GÉNÉRALE
Signed by:
By: [ RICHARD BERNAL
8BB156842A38404...
Name: Richard Bernal
Title: Managing Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
SUMITOMO MITSUI BANKING CORPORATION,
By: NABEEL SHAH
Name: Nabeel Shah
Title: Executive Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
___________________________________
The Bank of Nova Scotia
By: DAVID DEWAR
Name: David Dewar
Title: Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
TRUIST BANK,
By: CATHERINE STRICKLAND
Name: Catherine Strickland
Title: Vice President
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
Wells Fargo Bank, N.A.
By: SHANNON CUNNINGHAM
Name: Shannon Cunningham
Title: Executive Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH
Type or Print Name of Lender
By: AMIT VASANI
Name: Amit Vasani
Title: Authorized Signatory, Managing Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
Commerzbank AG, New York Branch
By: JAMES BOYLE
Name: James Boyle
Title: Managing Director
By: ROBERT SULLIVAN
Name: Robert Sullivan
Title: Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
GOLDMAN SACHS BANK USA
Type or Print Name of Lender
By: ANDREW B. VERNON
Name: Andrew Vernon
Title: Authorized Signatory
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Confidential
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
Banco Santander, S.A., New York Branch
By: ANDRES BARBOSA
Name: Andres Barbosa
Title: Managing Director
By: ZARA KAMAL
Name: Zara Kamal
Title: Executive Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
Intesa Sanpaolo S.p.A., New York Branch
By: JAVIER RICHARD COOK
Name: Javier Richard Cook
Title: Managing Director
By: JENNIFER FELDMAN FACCIOLA
Name: Jennifer Feldman Facciola
Title: Business Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
National Australia Bank Limited
By: MATTHEW RICHARDSON
Name: Matthew Richardson
Title: Director
By: ASHISH SAHA
Name: Ashish Saha
Title: Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
The Toronto-Dominion Bank, New York Branch
Type of Print Name of Lender
By: VIJAY PRASAD
Name: Vijay Prasad
Title: Authorized Signatory
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the foregoing Amendments and
consent to extend its Commitment Termination Date
to February 8, 2031:
DNB Capital LLC
By: EINAR GULSTAD
Name: Einar Gulstad
Title: Managing Director
By: JULIA MARSHALL
Name: Julia Marshall
Title: Associate Director
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Consent to the Amendment set forth in
Paragraph (A)(h) of the Amendment and Extension Request:
HSBC Bank USA, N.A.,
As a non-extending lender
By: JAY FORT
Name: Jay Fort
Title: Director
______________________________________________________________________________
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
INTERNAL
Consent to the Amendment set forth in
Paragraph (A)(h) of the Amendment and Extension Request:
UBS AG, Stamford Branch
Type or Print Name of Lender
By: NADER ATTALLA
Name: Nader Attalla
Title: Authorized Signatory
By: DMITRIY KOGAN
Name: Dmitriy Kogan
Title: Authorized Signatory
[Signature Page to
XPLR Fourth Letter Amendment Agreement to Credit Agreement and Extension Request]
Schedule I
List of Lenders and Commitments
| NAME OF LENDER | COMMITMENT | L/C COMMITMENT |
|---|---|---|
| Bank of America, N.A. | US$100,000,000 | |
| Bank of Montreal, Chicago Branch | ||
| Barclays Bank PLC | ||
| BNP Paribas | ||
| Citibank, N.A. | ||
| Crédit Agricole Corporate and Investment Bank | ||
| Fifth Third Bank, National Association | ||
| JPMorgan Chase Bank, N.A. | ||
| KeyBank National Association | ||
| Mizuho Bank, Ltd. | ||
| Morgan Stanley Bank, N.A. | ||
| MUFG Bank, Ltd. | ||
| Regions Bank | ||
| Royal Bank of Canada | ||
| Société Générale | ||
| Sumitomo Mitsui Banking Corporation | US$150,000,000 | |
| The Bank of Nova Scotia | US$150,000,000 | |
| Truist Bank | ||
| Wells Fargo Bank, National Association | ||
| Canadian Imperial Bank of Commerce, New York Branch | ||
| Commerzbank AG, New York Branch | ||
| Goldman Sachs Bank USA | ||
| Banco Santander, S.A., New York Branch | ||
| Intesa Sanpaolo S.p.A., New York Branch | ||
| National Australia Bank Limited | ||
| The Toronto-Dominion Bank, New York Branch | ||
| DNB Capital LLC | ||
| Total | US1,250,000,000 | US$400,000,000 |
All values are in US Dollars.
XPLR Fourth Letter Amendment Agreement to
Credit Agreement and Extension Request
I – 1
Document
Exhibit 99
| XPLR Infrastructure, LP |
|---|
| Media.relations@XPLRInfrastructure.com |
| Feb. 10, 2026 |
| FOR IMMEDIATE RELEASE |
XPLR Infrastructure, LP reports fourth-quarter and full-year 2025 financial results
•Delivered solid full-year 2025 operational and financial results
•Completed two-year financing plan ahead of schedule, including corporate and project financing
•Expands its current repowering plan to approximately 2.1 gigawatts through 2030
•Announces agreement with NextEra Energy Resources, LLC to sell interconnection assets and rights and will have the ability to use the proceeds to co-invest in approximately 400 megawatts of battery storage projects for zero net corporate capital
•Reaffirms 2026 financial expectations and continued focus on capital structure simplification
JUNO BEACH, Fla. – XPLR Infrastructure, LP (NYSE: XIFR) today reported fourth-quarter 2025 net income attributable to XPLR Infrastructure of $29 million. XPLR Infrastructure also reported fourth-quarter 2025 adjusted EBITDA of $396 million, and free cash flow before growth (FCFBG) for the fourth quarter of 2025 was $111 million.
For the full year 2025, XPLR Infrastructure reported net loss attributable to XPLR Infrastructure of $28 million. XPLR Infrastructure also reported full-year 2025 adjusted EBITDA of $1.878 billion, and FCFBG for the full year 2025 was $746 million.
"As XPLR Infrastructure transitioned to a capital allocation business model in 2025, our strategy prioritized enhancing our financial and strategic flexibility," said Alan Liu, chief executive officer. "During the year, we delivered solid operational and financial results, completed selected asset sales, addressed near-term corporate maturities and completed the financing plan we laid out for 2025 and 2026. We advanced our capital structure simplification strategy and made strong progress on our repowering program, with projects executed on time and on budget. Looking ahead, we remain focused on maintaining balance sheet strength and disciplined capital allocation as we continue to execute on capital structure simplification and selected investments enabled by our existing portfolio to drive long-term value for unitholders."
Repowering plan update
Through 2025, XPLR Infrastructure has completed approximately 1.3 gigawatts (GW) of its previously announced 1.6 GW repowering plan. XPLR Infrastructure is increasing its repowering plan to approximately 2.1 GW of planned repowerings through 2030. The incremental repowerings are expected to deliver strong equity returns and enhance the value of XPLR Infrastructure's portfolio.
Battery storage agreement with NextEra Energy Resources
Today, XPLR Infrastructure is announcing an interconnection sale and battery storage co-investment agreement with NextEra Energy Resources, LLC. Through this agreement, XPLR Infrastructure will have the ability to co-invest alongside NextEra Energy Resources in four new battery storage projects co-located on existing XPLR Infrastructure sites: Carousel Wind, LLC; Mammoth Plains Wind, LLC; Roswell Solar, LLC; and Chaves County Solar, LLC / Chaves Solar II. These four co-located battery storage projects, which total approximately 400
megawatts (MW) of capacity, have long-dated capacity agreements with investment-grade off-takers and are expected to reach commercial operations by the end of 2027.
XPLR Infrastructure has the right to invest up to a 49% ownership stake in each of the four projects. XPLR Infrastructure has agreed to sell certain interconnection assets and rights to the four co-located battery storage projects for $31 million. XPLR Infrastructure will also sell additional interconnection assets and rights to a subsidiary of NextEra Energy Resources to enable a 150-MW project co-located with XPLR Infrastructure's Palo Duro Wind, LLC site for $14 million. If XPLR Infrastructure exercises its co-investment rights in the four co-located battery storage projects, proceeds from these sales will partially fund XPLR Infrastructure’s net equity contributions, which are expected to be $80 million after receipt of asset-level financing proceeds. To fund the balance of expected net equity contributions, XPLR Infrastructure intends to sell to a subsidiary of NextEra Energy Resources interconnection assets and rights to enable up to 500 MW of future battery storage projects on different XPLR Infrastructure sites for cash without a co-investment option in those future projects. As a result of the transactions contemplated in the agreement with NextEra Energy Resources, the net corporate capital required from XPLR Infrastructure to add up to approximately 200 net MW of long-term contracted battery storage capacity is expected to be zero. XPLR Infrastructure expects to generate strong equity returns on this attractive investment opportunity. As part of the agreement, NextEra Energy Resources will provide development, engineering and construction services, as well as equipment, to the projects and fund the balance of total project costs not invested by XPLR Infrastructure. This co-investment structure, which is subject to customary conditions, is expected to allow XPLR Infrastructure to accelerate the timeline for bringing high-quality battery storage projects online and reduce overall execution risk while generating new cash flows for XPLR Infrastructure.
Financial expectations
For calendar year 2026, XPLR Infrastructure continues to expect adjusted EBITDA of $1.75 billion to $1.95 billion and FCFBG of $600 million to $700 million.
Conference call information
As previously announced, XPLR Infrastructure's fourth-quarter and full-year 2025 financial results conference call is scheduled for 9 a.m. ET today. The listen-only webcast will be available on XPLR Infrastructure’s website by accessing the following link: www.XPLRInfrastructure.com. The financial results news release and the slides accompanying the presentation may be downloaded at www.XPLRInfrastructure.com, beginning at 7:30 a.m. ET today. A replay will be available for 90 days by accessing the same link as listed above.
XPLR Infrastructure, LP
XPLR Infrastructure, LP (NYSE: XIFR) is a limited partnership that has an ownership interest in a clean energy infrastructure portfolio with long-term, stable cash flows. XPLR Infrastructure is focused on delivering long-term value to its common unitholders through disciplined capital allocation of the cash flows generated by its assets and is positioning itself to benefit from the expected growth in the U.S. power sector. Headquartered in Juno Beach, Florida, XPLR Infrastructure's portfolio of contracted clean energy assets is diversified across generation technologies, including wind, solar and battery storage projects in the U.S. For more information, please visit: www.XPLRInfrastructure.com.
XPLR Infrastructure's management uses adjusted EBITDA and FCFBG, which are non-GAAP financial measures, internally for financial planning, analysis of performance and reporting of results to the board of directors. XPLR Infrastructure also uses these measures when communicating its financial results and earnings outlook to analysts and investors. XPLR Infrastructure's management believes that adjusted EBITDA and FCFBG provide a more meaningful representation of XPLR Infrastructure's cash available for capital allocation. The attachments to this news release include a reconciliation of historical adjusted EBITDA and FCFBG to net income (loss), which is the most directly comparable GAAP measure.
XPLR Infrastructure does not provide a quantitative reconciliation of forward-looking adjusted EBITDA to GAAP net income, the most directly comparable GAAP financial measure, because certain information needed to reconcile this measure is not available without unreasonable efforts due to the inherent difficulty in forecasting and quantifying this measure. These items include, but are not limited to, unrealized gains and losses related to derivative transactions, which could significantly impact GAAP net income. Adjusted EBITDA and FCFBG expectations and other forward-looking statements assume, among other things, normal weather and operating conditions; positive macroeconomic conditions in the U.S.; public policy support for wind, solar and storage development and construction; market demand and transmission expansion support for wind, solar and storage development; access to capital at reasonable cost and terms; no changes to governmental policies or incentives; completion of certain repowerings; the sale or transfer of the assets underlying XPLR Renewables III (CEPF 3) and the transactions
contemplated through the sale and co-investment agreement with NextEra Energy Resources, LLC. Please see the accompanying cautionary statements for a list of the risk factors that may affect future results. Adjusted EBITDA and FCFBG do not represent substitutes for net income, as prepared in accordance with GAAP.
This news release should be read in conjunction with the attached unaudited financial information.
Cautionary Statements and Risk Factors That May Affect Future Results
This news release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are not statements of historical facts, but instead represent the current expectations of XPLR Infrastructure, LP (together with its subsidiaries, XPLR) regarding future operating results and other future events, many of which, by their nature, are inherently uncertain and outside of XPLR’s control. Forward-looking statements in this news release include, among others, statements concerning adjusted EBITDA, free cash flow before growth (FCFBG), as well as statements concerning XPLR's future operating performance and financing needs, planned repowering of wind facilities, planned sales of certain interconnection assets and rights and planned co-investment in certain battery storage projects. In some cases, you can identify the forward-looking statements by words or phrases such as “will,” “may result,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “seek,” “aim,” “potential,” “projection,” “forecast,” “predict,” “goals,” “target,” “outlook,” “should,” “would” or similar words or expressions. You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance. The future results of XPLR and its business and financial condition are subject to risks and uncertainties that could cause XPLR’s actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties could require XPLR to limit or eliminate certain operations. These risks and uncertainties include, but are not limited to, the following: XPLR's business and results of operations are affected by the performance of its renewable energy projects which could be impacted by wind and solar conditions and in certain circumstances by market prices for power; operation and maintenance of renewable energy projects, battery storage projects and other facilities involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, environmental pollution, personal injury or loss of life; XPLR's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions and related impacts, including, but not limited to, the impact of severe weather; XPLR depends on certain of the renewable energy projects in its portfolio for a substantial portion of its anticipated cash flows; developing and investing in power and related infrastructure, including repowering of XPLR's existing renewable energy projects, requires up-front capital and other expenditures and could expose XPLR to project development risks, as well as financing expense; threats of terrorism and catastrophic events that could result from geopolitical factors, terrorism, cyberattacks, or individuals and/or groups attempting to disrupt XPLR’s business, or the businesses of third parties, may materially adversely affect XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan; the ability of XPLR to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events at XPLR or NextEra Energy, Inc. (NEE), as well as the financial condition of insurers. XPLR's insurance coverage does not provide protection against all significant losses; XPLR relies on interconnection and transmission of third parties to deliver energy from certain of its projects. If these facilities become unavailable, XPLR's projects may not be able to operate or deliver energy; XPLR's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations and other standards, compliance with which may require significant capital expenditures, increase XPLR’s cost of operations and affect or limit its business plans; XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan could be materially adversely affected by new or revised laws, regulations or executive orders, as well as by regulatory action or inaction; XPLR does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or land rights holders that have rights that are superior to XPLR's rights or the United States of America (U.S.) Bureau of Land Management suspends its federal rights-of-way grants; XPLR is subject to risks associated with litigation or administrative proceedings, as well as negative publicity; XPLR is subject to risks associated with its ownership interests in projects that undergo development or construction, including for repowering, and other capital improvements to its clean energy or other projects, which could result in its inability to complete development and construction at those projects on time or at all, and make those projects too expensive to complete or cause the return on an investment to be less than expected; XPLR relies on a limited number of customers and vendors and is exposed to credit and performance risk in that they may be unwilling or unable to fulfill their contractual obligations to XPLR or that they otherwise terminate their agreements with XPLR; XPLR may not be able to extend, renew or replace expiring or terminated power purchase agreements (PPAs), lease agreement or other customer contracts at favorable rates or on a long-term basis and XPLR may not have the ability to amend existing PPAs for renewable energy repowering projects; if the energy production by or availability of XPLR's clean energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under their PPAs; XPLR's ability to develop and/or acquire assets involves risks; government laws, regulations and policies providing incentives and subsidies for clean energy could be changed, reduced or eliminated at any time and such changes may negatively impact XPLR and its ability to repower, acquire, develop or invest in clean energy and related projects; XPLR's ability to develop projects, including repowering renewable energy projects, faces risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements; acquisitions of existing clean energy projects involve numerous risks; XPLR may develop or acquire assets that use other renewable energy technologies and may develop or acquire other types of assets. Any such development or acquisition may present unforeseen challenges and result in a competitive disadvantage relative to XPLR's more-established competitors; certain agreements which XPLR or its subsidiaries are parties to have provisions which may limit or preclude XPLR from engaging in specified change of control and similar transactions; XPLR faces substantial competition primarily from regulated utility holding companies, developers, independent power producers, pension funds and private equity funds for opportunities in the U.S.; regulatory decisions that are important to XPLR may be materially adversely affected by political, regulatory, operational and economic factors; XPLR may not be able to access sources of capital on commercially reasonable terms; restrictions in XPLR and its subsidiaries' financing agreements could adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan;
XPLR may be unable to maintain its current credit ratings; XPLR’s liquidity may be impaired if its credit providers are unable to fund their credit commitments to XPLR or to maintain their current credit ratings; as a result of restrictions on XPLR's subsidiaries’ cash distributions to XPLR and XPLR Infrastructure Operating Partners, LP (XPLR OpCo) under the terms of their indebtedness or other financing agreements, cash distributions received by XPLR and XPLR OpCo from their subsidiaries could be reduced or not received at all; XPLR's and its subsidiaries’ substantial amount of indebtedness, which may increase, may adversely affect XPLR's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness or refinance, extend or repay the indebtedness could have a material adverse effect on XPLR's financial condition; XPLR is exposed to risks inherent in its use of interest rate swaps; widespread public health crises and epidemics or pandemics may have material adverse impacts on XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan; NEE has influence over XPLR; under the Cash Sweep and Credit Support Agreement, XPLR receives credit support from NEE and its affiliates. XPLR's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and XPLR will be required in certain circumstances to reimburse NEE for draws that are made on credit support; NextEra Energy Resources, LLC (NEER) and certain of its affiliates are permitted to borrow funds received by XPLR OpCo or its subsidiaries and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by XPLR OpCo. XPLR's financial condition and ability to execute its business plan is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds; NEER's right of first refusal may adversely affect XPLR's ability to consummate future sales or to obtain favorable sale terms; XPLR Infrastructure Partners GP, Inc. (XPLR GP) and its affiliates may have conflicts of interest with XPLR and have limited duties to XPLR and its unitholders; XPLR GP and its affiliates and the directors and officers of XPLR are not restricted in their ability to compete with XPLR, whose business is subject to certain restrictions; XPLR may only terminate the Management Services Agreement among XPLR, NextEra Energy Management Partners, LP (NEE Management), XPLR OpCo and XPLR Infrastructure Operating Partners GP, LLC under certain limited circumstances; if certain agreements with NEE Management or NEER are terminated, XPLR may be unable to contract with a substitute service provider on similar terms; XPLR's arrangements with NEE limit NEE’s potential liability, and XPLR has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to XPLR than it otherwise would if acting solely for its own account; disruptions, uncertainty or volatility in the credit and capital markets, and in XPLR's operations, business and financing strategies, may exert downward pressure on the market price of XPLR’s common units; XPLR may not make any distributions in the future to its unitholders as a result of the execution of its business plan; XPLR's ability to execute its business plan depends on the ability of XPLR OpCo's subsidiaries to make cash distributions to XPLR OpCo; holders of XPLR’s units may be subject to voting restrictions; XPLR’s partnership agreement replaces the fiduciary duties that XPLR GP and XPLR’s directors and officers might have to holders of its common units with contractual standards governing their duties and the New York Stock Exchange does not require a publicly traded limited partnership like XPLR to comply with certain of its corporate governance requirements; XPLR’s partnership agreement restricts the remedies available to holders of XPLR's common units for actions taken by XPLR’s directors or XPLR GP that might otherwise constitute breaches of fiduciary duties; certain of XPLR’s actions require the consent of XPLR GP; holders of XPLR's common units currently cannot remove XPLR GP without NEE’s consent and provisions in XPLR's partnership agreement may discourage or delay an acquisition of XPLR that XPLR unitholders may consider favorable; NEE’s interest in XPLR GP and the control of XPLR GP may be transferred to a third party without unitholder consent; reimbursements and fees owed to XPLR GP and its affiliates for services provided to XPLR or on XPLR's behalf will reduce cash distributions from XPLR OpCo and there are no limits on the amount that XPLR OpCo may be required to pay; the liability of holders of XPLR's units, which represent limited partnership interests in XPLR, may not be limited if a court finds that unitholder action constitutes control of XPLR's business; unitholders may have liability to repay distributions that were wrongfully distributed to them; the issuance of common units, or other limited partnership interests, or securities convertible into, or settleable with, common units, and any subsequent conversion or settlement, will dilute common unitholders’ ownership in XPLR, will impact the relative voting strength of outstanding XPLR common units and issuance of such securities, or the possibility of issuance of such securities, as well as the resale, or possible resale following conversion or settlement, may result in a decline in the market price for XPLR's common units; XPLR's future tax liability may be greater than expected if XPLR does not generate net operating losses (NOLs) sufficient to offset taxable income, if the tax law changes, or if tax authorities challenge certain of XPLR's tax positions; XPLR's ability to use NOLs to offset future income may be limited; XPLR will not have complete control over XPLR's tax decisions; and distributions to unitholders may be taxable as dividends. XPLR discusses these and other risks and uncertainties in its annual report on Form 10-K for the year ended December 31, 2024 and other Securities and Exchange Commission (SEC) filings, and this news release should be read in conjunction with such SEC filings made through the date of this news release. The forward-looking statements made in this news release are made only as of the date of this news release and XPLR undertakes no obligation to update any forward-looking statements.
XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(millions, except per unit amounts)
(unaudited)
PRELIMINARY
| Three Months Ended December 31, | Years Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| OPERATING REVENUES | $ | 249 | $ | 294 | $ | 1,188 | $ | 1,230 |
| OPERATING EXPENSES | ||||||||
| Operations and maintenance | 136 | 115 | 498 | 504 | ||||
| Depreciation and amortization | 145 | 139 | 564 | 550 | ||||
| Goodwill impairment charge | — | 575 | 253 | 575 | ||||
| Taxes other than income taxes and other | 17 | 18 | 68 | 73 | ||||
| Total operating expenses – net | 298 | 847 | 1,383 | 1,702 | ||||
| GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET | — | — | 9 | 13 | ||||
| OPERATING LOSS | (49) | (553) | (186) | (459) | ||||
| OTHER INCOME (DEDUCTIONS) | ||||||||
| Interest expense | (93) | 45 | (437) | (145) | ||||
| Equity in earnings of equity method investees | 13 | 13 | 127 | 85 | ||||
| Equity in earnings (losses) of non-economic ownership interests | — | 2 | (3) | 18 | ||||
| Other – net | 6 | 3 | 22 | 47 | ||||
| Total other income (deductions) – net | (74) | 63 | (291) | 5 | ||||
| LOSS BEFORE INCOME TAXES | (123) | (490) | (477) | (454) | ||||
| INCOME TAX BENEFIT | (42) | (82) | (78) | (42) | ||||
| LOSS FROM CONTINUING OPERATIONS | (81) | (408) | (399) | (412) | ||||
| INCOME (LOSS) FROM DISCONTINUED OPERATIONS | — | (12) | (37) | 1 | ||||
| NET LOSS | (81) | (420) | (436) | (411) | ||||
| NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 110 | 305 | 408 | 388 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO XPLR | $ | 29 | $ | (115) | $ | (28) | $ | (23) |
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution(a) | ||||||||
| From continuing operations | $ | 0.30 | $ | (1.14) | $ | (0.07) | $ | (0.13) |
| From discontinued operations | — | (0.08) | (0.23) | (0.12) | ||||
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution | $ | 0.30 | $ | (1.22) | $ | (0.30) | $ | (0.25) |
| Weighted-average number of common units outstanding – basic | 94.0 | 93.5 | 93.9 | 93.5 | ||||
| Weighted-average number of common units outstanding – assuming dilution | 94.0 | 93.5 | 93.9 | 93.5 |
_________________________________
(a) Adjusted for impact of dilutive securities
XPLR INFRASTRUCTURE, LP
Reconciliation of Net Loss to Adjusted EBITDA and Free Cash Flow Before Growth (FCFBG)
(millions)
| Three Months Ended December 31, | Years Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net loss | $ | (81) | $ | (420) | $ | (436) | $ | (411) |
| Add back: | ||||||||
| Depreciation and amortization | 145 | 139 | 564 | 550 | ||||
| Interest expense | 93 | (45) | 437 | 145 | ||||
| Income tax benefit | (42) | (82) | (78) | (42) | ||||
| Goodwill impairment charge | — | 575 | 253 | 575 | ||||
| Tax credits - gross | 261 | 254 | 987 | 1,019 | ||||
| Amortization of intangible assets/liabilities – PPAs – net | 21 | 21 | 83 | 83 | ||||
| Noncontrolling interests in Silver State, Star Moon Holdings, Emerald Breeze and Sunlight Renewables Holdings | (7) | (5) | (80) | (60) | ||||
| Gains on disposal of businesses/assets – net | — | — | (9) | (13) | ||||
| Equity in losses (earnings) of non-economic ownership interests | — | (2) | 3 | (18) | ||||
| Depreciation and interest expense included within equity in earnings of equity method investees | 4 | 5 | 30 | 35 | ||||
| Discontinued operations | — | 38 | 115 | 105 | ||||
| Other | 2 | 5 | 9 | (9) | ||||
| Adjusted EBITDA | $ | 396 | $ | 483 | $ | 1,878 | $ | 1,959 |
| Tax credits(a) | (216) | (241) | (734) | (817) | ||||
| Cash interest paid | (44) | (45) | (262) | (217) | ||||
| Payments to Class B noncontrolling investors | (14) | (26) | (83) | (92) | ||||
| Payments to tax equity investors | (5) | (16) | (33) | (41) | ||||
| Capital maintenance and other | (6) | (3) | (20) | (10) | ||||
| Free cash flow before growth | $ | 111 | $ | 152 | $ | 746 | $ | 782 |
_________________________________
(a) Includes the removal of the pre-tax allocation of production and investment tax credits to tax equity investors less proceeds from tax equity investors, the pre-tax adjustment for production and investment tax credits earned by XPLR Infrastructure and amortization of CITC.
XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(unaudited)
PRELIMINARY
| December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 960 | $ | 283 |
| Accounts receivable | 102 | 105 | ||
| Other receivables | 93 | 86 | ||
| Due from related parties | 43 | 148 | ||
| Inventory | 103 | 108 | ||
| Other | 121 | 130 | ||
| Total current assets | 1,422 | 860 | ||
| Other assets: | ||||
| Property, plant and equipment – net | 15,366 | 14,555 | ||
| Intangible assets – PPAs – net | 1,648 | 1,817 | ||
| Goodwill | — | 253 | ||
| Investments in equity method investees | 625 | 631 | ||
| Assets held for sale | — | 1,153 | ||
| Other | 534 | 1,023 | ||
| Total other assets | 18,173 | 19,432 | ||
| TOTAL ASSETS | $ | 19,595 | $ | 20,292 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable and accrued expenses | $ | 58 | $ | 65 |
| Due to related parties | 498 | 159 | ||
| Current portion of long-term debt | 762 | 705 | ||
| Accrued interest | 103 | 46 | ||
| Accrued property taxes | 29 | 32 | ||
| Other | 118 | 80 | ||
| Total current liabilities | 1,568 | 1,087 | ||
| Other liabilities and deferred credits: | ||||
| Long-term debt | 5,440 | 4,609 | ||
| Asset retirement obligations | 373 | 366 | ||
| Due to related parties | 93 | 43 | ||
| Intangible liabilities – PPAs – net | 1,034 | 1,121 | ||
| Other | 188 | 200 | ||
| Total other liabilities and deferred credits | 7,128 | 6,339 | ||
| TOTAL LIABILITIES | 8,696 | 7,426 | ||
| COMMITMENTS AND CONTINGENCIES | ||||
| EQUITY | ||||
| Common units (94.0 and 93.5 units issued and outstanding, respectively) | 3,195 | 3,221 | ||
| Accumulated other comprehensive loss | (5) | (6) | ||
| Noncontrolling interests | 7,709 | 9,651 | ||
| TOTAL EQUITY | 10,899 | 12,866 | ||
| TOTAL LIABILITIES AND EQUITY | $ | 19,595 | $ | 20,292 |
XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)
PRELIMINARY
| Years Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net loss | $ | (436) | $ | (411) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
| Depreciation and amortization | 564 | 550 | ||
| Intangible amortization – PPAs | 83 | 82 | ||
| Change in value of derivative contracts | 185 | (91) | ||
| Deferred income taxes | (42) | 1 | ||
| Equity in earnings of equity method investees, net of distributions received | 29 | 73 | ||
| Equity in earnings (losses) of non-economic ownership interests, net of distributions received | 16 | 3 | ||
| Gains on disposal of businesses/assets – net | (9) | (13) | ||
| Goodwill impairment charge | 253 | 575 | ||
| Other – net | 32 | 17 | ||
| Changes in operating assets and liabilities: | ||||
| Current assets | 7 | (17) | ||
| Noncurrent assets | 1 | (13) | ||
| Current liabilities | 26 | 45 | ||
| Noncurrent liabilities | 30 | (1) | ||
| Net cash provided by operating activities | 739 | 800 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Capital expenditures and other investments | (958) | (241) | ||
| Proceeds from sale of equity method investments | 1,139 | — | ||
| Payments from (to) related parties under CSCS agreement – net | 116 | 1,384 | ||
| Distributions from non-economic ownership interests | 309 | — | ||
| Reimbursements from related parties for capital expenditures | — | 66 | ||
| Other – net | 24 | 27 | ||
| Net cash provided by investing activities | 630 | 1,236 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from issuance of common units – net | 4 | 3 | ||
| Issuances of long-term debt, including premiums and discounts | 3,448 | 354 | ||
| Retirements of long-term debt | (2,503) | (1,345) | ||
| Debt issuance costs | (73) | (2) | ||
| Partner contributions | 50 | 63 | ||
| Partner distributions | (421) | (816) | ||
| Payments to Class B noncontrolling interest investors | (86) | (92) | ||
| Buyout of Class B noncontrolling interest investors | (1,150) | (254) | ||
| Proceeds from differential membership investors | 178 | 173 | ||
| Payments to differential membership investors | (34) | (59) | ||
| Buyout of differential membership investors | (75) | (16) | ||
| Other – net | (12) | (11) | ||
| Net cash used in financing activities | (674) | (2,002) | ||
| NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 695 | 34 | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF YEAR | 328 | 294 | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF YEAR | $ | 1,023 | $ | 328 |
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