XPLR Infrastructure, LP 10-Q for FY2026 Q3
XPLR Infrastructure, LP (XIFR)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
XPLR Infrastructure, LP filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
XPLR reported net income of $58 million for the nine months ended September 30, 2026, versus a $355 million loss for 2025, with liquidity of approximately $1,564 million at September 30, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $332M
- up 5.4% from $315M a year earlier
- Net income
- $51M
- compared with a net loss of $37M a year earlier
- Diluted EPS
- $0.54
- compared with -$0.40 a year earlier
 | ||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
OR
For the transition period from ________ to ________
Commission File Number | Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number | IRS Employer Identification Number | ||||||||||||
(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 exchange on which registered | ||||||||||||
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.
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 September 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 | ||||
2025 Form 10-K | XPLR's Annual Report on Form 10-K for the year ended December 31, 2025 | ||||
| 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.
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TABLE OF CONTENTS
| Page No. | ||||||||
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FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as may result, are expected to, will continue, anticipate, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on XPLR's operations and financial results, and could cause XPLR's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of XPLR in this Form 10-Q, in presentations, on its website, in response to questions or otherwise.
Performance Risks
•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 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's use of and reliance on artificial intelligence technologies may present certain risks that could materially adversely affect XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
•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 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.
Contract Risks
•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 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.
4
Development and Acquisition Risks
•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.
Risks Related to XPLR's Financial Activities
•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 reduced 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 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.
Risks Related to XPLR's Relationship with NEE
•NEE has influence over XPLR.
•Under the CSCS 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.
•NEER and certain of its affiliates are permitted to borrow funds received by XPLR OpCo or its subsidiaries and are obligated to return these funds 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 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 MSA 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.
5
Risks Related to Ownership of XPLR's Units
•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.
Taxation Risks
•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.
•Distributions to unitholders may be taxable as dividends.
These factors should be read together with the risk factors included in Part I, Item 1A. Risk Factors in the 2025 Form 10-K and investors should refer to that section of the 2025 Form 10-K. Any forward-looking statement speaks only as of the date on which such statement is made, and XPLR undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.
Website Access to SEC Filings. XPLR makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on XPLR's internet website, www.xplrinfrastructure.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on XPLR's website (or any of its subsidiaries' or affiliates' websites) are not incorporated by reference into this Form 10-Q.
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(millions, except per unit amounts)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
OPERATING REVENUES(a) | $ | $ | $ | $ | |||||||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
Operations and maintenance(b) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Goodwill impairment charge | |||||||||||||||||||||||
| Taxes other than income taxes and other – net | |||||||||||||||||||||||
| Total operating expenses – net | |||||||||||||||||||||||
| GAINS (LOSSES) ON DISPOSAL OF BUSINESSES/ASSETS – NET | ( | ||||||||||||||||||||||
| OPERATING INCOME (LOSS) | ( | ||||||||||||||||||||||
| OTHER INCOME (DEDUCTIONS) | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Equity in earnings of equity method investees | |||||||||||||||||||||||
| Other – net | |||||||||||||||||||||||
| Total other income (deductions) – net | ( | ( | ( | ||||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ( | |||||||||||||||||||||
| INCOME TAX EXPENSE (BENEFIT) | ( | ( | |||||||||||||||||||||
| INCOME (LOSS) FROM CONTINUING OPERATIONS | ( | ( | |||||||||||||||||||||
LOSS FROM DISCONTINUED OPERATIONS, net of tax benefit of $ | ( | ( | |||||||||||||||||||||
NET INCOME (LOSS)(c) | ( | ( | |||||||||||||||||||||
| NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | ( | ||||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO XPLR | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution: | |||||||||||||||||||||||
| From continuing operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| From discontinued operations | ( | ( | |||||||||||||||||||||
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution | $ | $ | ( | $ | $ | ( | |||||||||||||||||
____________________
(a) Includes related party revenues of approximately $7 million and $8 million for the three months ended September 30, 2026 and 2025, respectively, and $33 million and $29 million for the nine months ended September 30, 2026 and 2025, respectively.
(b) Total O&M expenses presented include related party amounts of approximately $(3 ) million and $46 million for the three months ended September 30, 2026 and 2025, respectively, and $51 million and $87 million for the nine months ended September 30, 2026 and 2025, respectively.
(c) For each of the three and nine months ended September 30, 2026 and 2025, XPLR recognized less than $1 1
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
7
XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Other receivables | |||||||||||
| Due from related parties | |||||||||||
| Inventory | |||||||||||
| Other | |||||||||||
| Total current assets | |||||||||||
| Other assets: | |||||||||||
| Property, plant and equipment – net | |||||||||||
| Intangible assets – PPAs – net | |||||||||||
| Investments in equity method investees | |||||||||||
| Other | |||||||||||
| Total other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Due to related parties | |||||||||||
| Current portion of long-term debt | |||||||||||
| Accrued interest | |||||||||||
| Accrued property taxes | |||||||||||
| Other | |||||||||||
| Total current liabilities | |||||||||||
| Other liabilities and deferred credits: | |||||||||||
| Long-term debt | |||||||||||
| Asset retirement obligations | |||||||||||
| Due to related parties | |||||||||||
Intangible liabilities – PPAs – net | |||||||||||
| Other | |||||||||||
| Total other liabilities and deferred credits | |||||||||||
| TOTAL LIABILITIES | |||||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
| EQUITY | |||||||||||
Common units ( | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Noncontrolling interests | |||||||||||
| TOTAL EQUITY | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
8
XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
| Intangible amortization – PPAs | |||||||||||
Change in value of derivative contracts | ( | ||||||||||
Deferred income taxes | ( | ||||||||||
| Equity in earnings of equity method investees, net of distributions received | ( | ||||||||||
| Equity in earnings of non-economic ownership interests, net of distributions received | |||||||||||
| Gains on disposal of businesses/assets – net | ( | ( | |||||||||
| Goodwill impairment charge | |||||||||||
Other – net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Current assets | ( | ( | |||||||||
Noncurrent assets | ( | ( | |||||||||
Current liabilities | ( | ( | |||||||||
Noncurrent liabilities | |||||||||||
Net cash provided by operating activities | |||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
Capital expenditures and other investments | ( | ( | |||||||||
| Proceeds from sale of equity method investments | |||||||||||
| Investments in equity method investees | ( | ||||||||||
| Payments from related parties under CSCS agreement – net | |||||||||||
| Distributions from non-economic ownership interests | |||||||||||
| Other – net | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from issuance of common units – net | |||||||||||
Issuances of long-term debt, including premiums and discounts | |||||||||||
Retirements of long-term debt | ( | ( | |||||||||
| Debt issuance costs | ( | ( | |||||||||
Partner contributions | |||||||||||
Partner distributions | ( | ( | |||||||||
| Payments to Class B noncontrolling interest investors | ( | ( | |||||||||
| Buyout of Class B noncontrolling interest investors | ( | ( | |||||||||
Proceeds from differential membership investors | |||||||||||
Payments to differential membership investors | ( | ( | |||||||||
| Buyout of differential membership investors | ( | ( | |||||||||
| Other – net | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF PERIOD | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF PERIOD | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | |||||||||
| Cash received for income taxes – net | $ | $ | |||||||||
| Accrued property additions | $ | $ | |||||||||
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
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XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(millions)
(unaudited)
| Common Units | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Units | Amount | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||
Balances, June 30, 2026 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units – net | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Related party contributions | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions, primarily to related parties | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other differential membership investment activity | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Buyout of differential membership investors | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Payments to Class B noncontrolling interest investors | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Other – net | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balances, September 30, 2026 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Common Units | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Units | Amount | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2025 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units – net | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Related party contributions | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions, primarily to related parties | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other differential membership investment activity | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Buyout of differential membership investors | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Buyout of Class B noncontrolling interest investors | — | ( | (a) | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Payments to Class B noncontrolling interest investors | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Other – net | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances, September 30, 2026 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
____________________
(a) Reflects deferred tax impact relating to the buyout.
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
10
XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(millions)
(unaudited)
| Common Units | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Units | Amount | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||
Balances, June 30, 2025 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common units – net | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions, primarily to related parties | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other differential membership investment activity | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Buyout of differential membership investors | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Buyout of Class B noncontrolling interest investors | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Payments to Class B noncontrolling interest investors | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other – net | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Common Units | |||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Units | Amount | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| Issuance of common units – net | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | |||||||||||||||||||||||||||||||||
| Related party contributions | — | — | — | ||||||||||||||||||||||||||||||||
| Distributions, primarily to related parties | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Changes in non-economic ownership interests | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Other differential membership investment activity | — | — | — | ||||||||||||||||||||||||||||||||
| Buyout of differential membership investors | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Buyout of Class B noncontrolling interest investors | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Payments to Class B noncontrolling interest investors | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Other – net | — | ( | — | ( | |||||||||||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
11
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The accompanying condensed consolidated financial statements should be read in conjunction with the 2025 Form 10-K. In the opinion of XPLR management, all adjustments considered necessary for fair financial statement presentation have been made. All adjustments are normal and recurring unless otherwise noted. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period generally will not give a true indication of results for the year.
1. Discontinued Operations
In September 2025, indirect subsidiaries of XPLR completed the sale of their ownership interests in Meade Pipeline Co, LLC (Meade), which owned an investment in natural gas pipeline assets in Pennsylvania (Meade pipeline investment). XPLR's results of operations for the Meade pipeline investment are presented as loss from discontinued operations on its condensed consolidated statements of income (loss) for the three and nine months ended September 30, 2025.
The table below presents the financial results of the Meade pipeline investment and interest on related project-level indebtedness included in loss from discontinued operations:
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| (millions) | |||||||||||||||||||||||
| OTHER INCOME (DEDUCTIONS) | |||||||||||||||||||||||
| Interest expense | $ | ( | $ | ( | |||||||||||||||||||
| Equity in earnings of equity method investees | |||||||||||||||||||||||
| Total other deductions – net | ( | ( | |||||||||||||||||||||
| LOSS BEFORE INCOME TAXES | ( | ( | |||||||||||||||||||||
| INCOME TAX BENEFIT | ( | ( | |||||||||||||||||||||
LOSS FROM DISCONTINUED OPERATIONS(a) | $ | ( | $ | ( | |||||||||||||||||||
(a) Includes net income (loss) attributable to noncontrolling interests of less than $1 million and approximately $(16 ) million for the three and nine months ended September 30, 2025, respectively, and includes income tax benefit attributable to noncontrolling interests of less than $1
XPLR has elected not to separately disclose discontinued operations on its condensed consolidated statement of cash flows. The table below presents cash flows from discontinued operations for major captions on the condensed consolidated statement of cash flows related to the Meade pipeline investment:
| Nine Months Ended September 30, 2025 | |||||||||||
| (millions) | |||||||||||
Change in value of derivative contracts | $ | ||||||||||
| Deferred income taxes | $ | ( | |||||||||
Equity in earnings of equity method investees, net of distributions received | $ | ||||||||||
2. Revenue
Revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. XPLR's operating revenues are generated primarily from various non-affiliated parties under PPAs. XPLR's operating revenues from contracts with customers are partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs. Revenue is recognized as energy and any related renewable energy attributes are delivered, based on rates stipulated in the respective PPAs. XPLR believes that the obligation to deliver energy is satisfied over time as the customer simultaneously receives and consumes benefits provided by XPLR. In addition, XPLR believes that the obligation to deliver renewable energy attributes is satisfied at multiple points in time, with the control of the renewable energy attribute being transferred at the same time the related energy is delivered. XPLR’s operating revenues for the three and nine months ended September 30, 2026 are revenue from contracts with customers for energy sales of approximately $317 million and $928 million, respectively. XPLR's operating revenues for the three and nine months ended September 30, 2025 are revenue from contracts with customers for energy sales of approximately $299 million and $902 million, respectively. XPLR's accounts receivable are associated with revenues earned from contracts with customers. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of XPLR's receivables, customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.
12
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
XPLR recognizes revenues as energy and any related renewable energy attributes are delivered, consistent with the amounts billed to customers based on rates stipulated in the respective agreements. XPLR considers the amount billed to represent the value of energy delivered to the customer. XPLR’s customers typically receive bills monthly with payment due within 30 days.
Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from December 2026 to 2051, will vary based on the volume of energy delivered. At September 30, 2026, XPLR expects to record approximately $151 million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.
3. Derivative Instruments and Hedging Activity
Fair Value Measurement of Derivative Instruments – The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or other observable inputs (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. XPLR uses different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or similar assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. XPLR’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. Transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.
XPLR estimates the fair value of its derivative instruments using an income approach based on a discounted cash flows valuation technique utilizing the net amount of estimated future cash inflows and outflows related to the agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, current interest rates and credit profiles. The significant inputs for the resulting fair value measurement of interest rate contracts are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy.
13
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The tables below present XPLR's gross derivative positions, based on the total fair value of each derivative instrument, at September 30, 2026 and December 31, 2025 as well as the location of the net derivative positions, based on the expected timing of future payments, on XPLR's condensed consolidated balance sheets.
| September 30, 2026 | ||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Netting(a) | Total | ||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Total derivative assets | $ | |||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Total derivative liabilities | $ | |||||||||||||||||||||||||||||||
| Net fair value by balance sheet line item: | ||||||||||||||||||||||||||||||||
Current other assets | $ | |||||||||||||||||||||||||||||||
Noncurrent other assets | ||||||||||||||||||||||||||||||||
| Total derivative assets | $ | |||||||||||||||||||||||||||||||
| Current other liabilities | $ | |||||||||||||||||||||||||||||||
| Noncurrent other liabilities | ||||||||||||||||||||||||||||||||
| Total derivative liabilities | $ | |||||||||||||||||||||||||||||||
(a) Includes the effect of the contractual ability to settle contracts under master netting arrangements.
| December 31, 2025 | ||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Netting(a) | Total | ||||||||||||||||||||||||||||
| (millions) | ||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Total derivative assets | $ | |||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Total derivative liabilities | $ | |||||||||||||||||||||||||||||||
| Net fair value by balance sheet line item: | ||||||||||||||||||||||||||||||||
Current other assets | $ | |||||||||||||||||||||||||||||||
Noncurrent other assets | ||||||||||||||||||||||||||||||||
| Total derivative assets | $ | |||||||||||||||||||||||||||||||
| Current other liabilities | $ | |||||||||||||||||||||||||||||||
| Noncurrent other liabilities | ||||||||||||||||||||||||||||||||
| Total derivative liabilities | $ | |||||||||||||||||||||||||||||||
____________________
(a) Includes the effect of the contractual ability to settle contracts under master netting arrangements.
14
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Financial Statement Impact of Derivative Instruments – Gains (losses) related to XPLR's derivatives are recorded in XPLR's condensed consolidated statements of income (loss) as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (millions) | |||||||||||||||||||||||
| Interest rate contracts – interest expense | $ | $ | $ | $ | ( | ||||||||||||||||||
| Interest rate contracts – loss from discontinued operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Commodity contracts – operating revenues | $ | $ | $ | $ | |||||||||||||||||||
Credit-Risk-Related Contingent Features – Certain of XPLR's derivative instruments contain credit-related cross-default and material adverse change triggers, none of which contain requirements to maintain certain credit ratings or financial ratios. At September 30, 2026, XPLR had no derivative instruments with credit-risk-related contingent features that were in a liability position. At December 31, 2025, the aggregate fair value of XPLR's derivative instruments with credit-risk-related contingent features that were in a liability position was approximately $10 million.
4. Non-Derivative Fair Value Measurements
Non-derivative fair value measurements consist of XPLR's cash equivalents. The fair value of these financial assets is determined by using the valuation techniques and inputs as described in Note 3 – Fair Value Measurement of Derivative Instruments. The fair value of money market funds that are included in cash and cash equivalents, current other assets and noncurrent other assets on XPLR's condensed consolidated balance sheets is estimated using a market approach based on current observable market prices.
Recurring Non-Derivative Fair Value Measurements – XPLR’s fair value measurements made on a recurring basis by fair value hierarchy level are as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||||||||||||||||||||
| (millions) | |||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
Cash equivalents | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Financial Instruments Recorded at Other than Fair Value – The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| (millions) | |||||||||||||||||||||||
Long-term debt, including current maturities(a) | $ | $ | $ | $ | |||||||||||||||||||
____________________
Nonrecurring Fair Value Measurements – XPLR tested goodwill for impairment annually and whenever events or changes in circumstances indicated that the fair value of the goodwill is less than the carrying value. During the preparation of XPLR's March 31, 2025 financial statements, XPLR concluded that a triggering event occurred and it was more likely than not that the fair value of its reporting unit was less than its carrying value as a result of the significant decline in trading price of XPLR's common units during the first quarter of 2025. Therefore, XPLR performed a quantitative analysis using a combination of (i) an income approach consisting of a discounted cash flow analysis to estimate fair value for noncontrolling interests, including Class B noncontrolling membership interests and differential membership interests, (ii) a market approach derived from the observable trading price of its common units at March 31, 2025 of $9.50 to estimate fair value for (a) its common units and (b) noncontrolling interests related to NEE Equity's interest in XPLR OpCo, and (iii) an estimated control premium for the reporting unit and determined that the fair value of its reporting unit was less than its carrying value. As a result, XPLR recognized a non-cash goodwill impairment charge in the first quarter of 2025 of approximately $253 million ($222 million after tax), or the full remaining carrying value of goodwill, which is reflected in its condensed consolidated statement of income (loss) for the nine months ended September 30, 2025.
15
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
5. Income Taxes
XPLR recognizes in income its applicable ownership share of income taxes due to the disregarded tax status of substantially all of the projects under XPLR OpCo. Net income or loss attributable to noncontrolling interests includes minimal income taxes.
A reconciliation of the income tax expense (benefit) and effective tax rate based on the statutory U.S. federal income tax rate is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
(millions, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) at U.S. statutory rate of 21% | $ | % | $ | ( | % | $ | % | $ | ( | % | |||||||||||||||||||||||||||||||||||||
| Increases (reductions) resulting from: | |||||||||||||||||||||||||||||||||||||||||||||||
| Taxes attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
State income taxes – net of federal income tax expense (benefit) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Clean energy tax credits | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Valuation allowance | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other – net | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) and effective tax rate from continuing operations | $ | % | $ | ( | % | $ | ( | ( | % | $ | ( | % | |||||||||||||||||||||||||||||||||||
6. Variable Interest Entities
XPLR has identified XPLR OpCo, a limited partnership with a general partner and limited partners, as a VIE. XPLR has consolidated the results of XPLR OpCo and its subsidiaries because of its controlling interest in the general partner of XPLR OpCo. At September 30, 2026, XPLR owned an approximately 48.8 % limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.2 % limited partner interest in XPLR OpCo. The assets and liabilities of XPLR OpCo as well as the operations of XPLR OpCo represent substantially all of XPLR's assets and liabilities and its operations.
In addition, at September 30, 2026, XPLR OpCo consolidated 12 VIEs related to certain subsidiaries which have sold differential membership interests (see Note 10 – Noncontrolling Interests) in entities which own and operate 25 wind generation facilities as well as eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility. These entities are considered VIEs because the holders of the differential membership interests do not have substantive rights over the significant activities of these entities. The assets, primarily property, plant and equipment – net, and liabilities, primarily accounts payable and accrued expenses and asset retirement obligations, of the VIEs, totaled approximately $8,055 million and $469 million, respectively, at September 30, 2026. At December 31, 2025, there were 15 VIEs and the assets and liabilities of those VIEs at such date totaled approximately $9,601 million and $504 million, respectively.
At September 30, 2026 and December 31, 2025, XPLR OpCo also consolidated three VIEs related to the sales of Class B noncontrolling membership interests in certain XPLR subsidiaries (see Note 10 – Noncontrolling Interests) which have ownership interests in and operate wind and solar facilities with a combined net generating capacity of approximately 4,427 MW and battery storage capacity of 120 MW (Class B VIEs). These entities are considered VIEs because the holders of the Class B noncontrolling membership interests do not have substantive rights over the significant activities of the entities. The assets, primarily property, plant and equipment – net and intangible assets – PPAs – net, and the liabilities, primarily accounts payable and accrued expenses, long-term debt, intangible liabilities – PPAs – net, noncurrent other liabilities and asset retirement obligations, of the VIEs totaled approximately $9,883 million and $1,446 million, respectively, at September 30, 2026 and $10,066 million and $1,464 million, respectively, at December 31, 2025. Certain of the Class B VIEs include three other VIEs related to XPLR OpCo's ownership interests in Pine Brooke Class A Holdings, LLC, Star Moon Holdings, LLC (Star Moon Holdings) and Emerald Breeze Holdings, LLC (Emerald Breeze). In addition, certain of the Class B VIEs contain entities which have sold differential membership interests and approximately $6,672 million and $7,217 million of assets and $424 million and $419 million of liabilities are also included in the above disclosure of the VIEs related to differential membership interests at September 30, 2026 and December 31, 2025, respectively.
16
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
At September 30, 2026 and December 31, 2025, XPLR OpCo consolidated Sunlight Renewables Holdings, LLC (Sunlight Renewables Holdings), which has interests in a battery storage facility with storage capacity of 230 MW in which XPLR has an indirect 67 % controlling ownership interest, and Silver State South Solar, LLC (Silver State), which has interests in a solar generation facility with generating capacity of 250 MW in which XPLR has an indirect 50 % controlling ownership interest, which are VIEs. The assets, primarily property, plant and equipment – net and intangible assets – PPAs – net, and the liabilities, primarily asset retirement obligations and noncurrent other liabilities, of the VIEs totaled approximately $981 million and $31 million, respectively, at September 30, 2026 and $1,006 million and $28 million, respectively, at December 31, 2025. Sunlight Renewables Holdings contains entities which have sold differential membership interests and approximately $322 million and $329 million of assets and $9 million and $8 million of liabilities at September 30, 2026 and December 31, 2025, respectively, are also included in the disclosure of VIEs related to differential membership interests above.
7. Debt
Long-term debt issuances and borrowings by subsidiaries of XPLR during the nine months ended September 30, 2026 were as follows:
Date Issued/Borrowed | Debt Issuances/Borrowings | Interest Rate | Principal Amount | Maturity Date | ||||||||||||||||||||||
(millions) | ||||||||||||||||||||||||||
| March 2026 – April 2026 | Senior secured limited-recourse debt | Variable(a)(b) | $ | 2030 | ||||||||||||||||||||||
| July 2026 – September 2026 | XPLR OpCo credit facility | Variable(a) | $ | (c) | 2031 | |||||||||||||||||||||
————————————
(a)Variable rate is based on an underlying index plus a margin.
(b)Interest rate contracts, primarily swaps, have been entered into for the debt borrowings.
(c)In October 2026, $48 million was drawn on the XPLR OpCo credit facility and $34 million was repaid.
In June 2026, XPLR repaid the $500 million principal amount of its 2022 convertible notes at maturity.
8. Equity
Earnings Per Unit – Diluted earnings per unit is calculated based on the weighted-average number of common units and potential common units outstanding during the period, including, when outstanding, the dilutive effect of convertible notes (see Note 7). During periods with dilution, the dilutive effect of the outstanding convertible notes is calculated using the if-converted method.
17
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The reconciliation of XPLR's basic and diluted earnings per unit is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (millions, except per unit amounts) | ||||||||||||||||||||||||||
| Numerator – net income (loss) attributable to XPLR: | ||||||||||||||||||||||||||
| From continuing operations | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| From discontinued operations | ( | ( | ||||||||||||||||||||||||
| Net income (loss) attributable to XPLR | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted-average number of common units outstanding – basic | ||||||||||||||||||||||||||
Effect of dilutive convertible notes(a) | ||||||||||||||||||||||||||
| Weighted-average number of common units outstanding – assuming dilution | ||||||||||||||||||||||||||
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution: | ||||||||||||||||||||||||||
| From continuing operations | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| From discontinued operations | ( | ( | ||||||||||||||||||||||||
| Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
————————————
ATM Program – XPLR's at-the-market equity issuance program (ATM program) expired in late March 2026. In order to renew the ATM program, in March 2026, XPLR filed a registration statement with the SEC, which became effective in April 2026, for up to $300 million of common units which may be sold under the renewed ATM program, depending on market conditions and other considerations, to support XPLR's liquidity and capital needs.
Class B Noncontrolling Interests – In 2020 and 2021, a subsidiary of XPLR sold Class B noncontrolling membership interests in Genesis Holdings to a third-party investor. In June 2026, XPLR exercised a buyout right and purchased 10 % of the originally issued Class B membership interests in Genesis Holdings for approximately $149 million.
Accumulated Other Comprehensive Loss – For each of the three and nine months ended September 30, 2026 and 2025, XPLR recognized less than $1 1 10 million and $11 million, respectively, of which $5 million and $6 million, respectively, was attributable to a noncontrolling interest and $5 million and $5 million, respectively, was attributable to XPLR.
9. Related Party Transactions
Each project entered into O&M agreements and ASAs with subsidiaries of NEER whereby the projects pay a certain annual fee plus reimbursable costs incurred in connection with certain O&M and administrative services performed under these agreements. These services are reflected as operations and maintenance in XPLR's condensed consolidated statements of income (loss). Certain projects have also entered into various types of agreements including those related to shared facilities and transmission lines, transmission line easements, technical support and development and construction coordination with subsidiaries of NEER whereby certain fees or cost reimbursements are paid to, or received by, certain subsidiaries of NEER. Costs incurred in connection with development and construction coordination provided by NEER, primarily in connection with wind repowering of approximately $26 million and $77 million during the three and nine months ended September 30, 2026, respectively, and $296 million and $820 million during the three and nine months ended September 30, 2025, respectively, were capitalized. Remaining costs under these agreements are reflected as operations and maintenance in XPLR's condensed consolidated statements of income (loss).
18
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Management Services Agreement – Under the MSA, an indirect wholly owned subsidiary of NEE provides operational, management and administrative services to XPLR, including managing XPLR’s day-to-day affairs and providing individuals to act as XPLR’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and XPLR subsidiaries. XPLR OpCo pays NEE an annual management fee equal to the greater of 1 % of the sum of XPLR OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent 1 % of the sum of XPLR OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). XPLR OpCo also made certain payments to NEE based on the achievement by XPLR OpCo of certain target quarterly distribution levels to its unitholders. In May 2023, the MSA was amended to suspend these payments to be paid by XPLR OpCo in respect to each calendar quarter beginning with the payment related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. XPLR’s O&M expenses for the three and nine months ended September 30, 2026 include approximately $3 million and $7 million, respectively, and for the three and nine months ended September 30, 2025 include $3 million and $7 million, respectively, related to the MSA.
Cash Sweep and Credit Support Agreement – XPLR OpCo is a party to the CSCS agreement with NEER under which NEER and certain of its affiliates provide credit support in the form of letters of credit and guarantees to satisfy XPLR’s subsidiaries’ contractual obligations. XPLR OpCo pays NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. XPLR’s O&M expenses for the three and nine months ended September 30, 2026 include approximately $2 million and $7 million, respectively, and for the three and nine months ended September 30, 2025 include $2 million and $8 million, respectively, related to the CSCS agreement and in the nine months ended September 30, 2025 also includes $(11 ) million related to true-up of amounts previously charged.
NEER and certain of its affiliates may withdraw funds (Project Sweeps) from XPLR OpCo under the CSCS agreement or XPLR OpCo's subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by XPLR's subsidiaries. NEER and its affiliates may keep the funds until the financing agreements permit distributions to be made, or, in the case of XPLR OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or XPLR OpCo otherwise demands the return of such funds. If NEER or its affiliates fail to return withdrawn funds when required by XPLR OpCo's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER or its affiliates in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings, and will not pay interest on the withdrawn funds except as otherwise agreed upon with XPLR OpCo. At September 30, 2026 and December 31, 2025, the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $4 million and $11 million, respectively, and are included in due from related parties on XPLR's condensed consolidated balance sheets.
Guarantees and Letters of Credit Entered into by Related Parties – Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH or NEER has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. Also, under certain financing agreements, indemnifications have been provided by NEECH. In addition, certain interconnection agreements and site certificates require letters of credit or a surety bond to secure certain payment or restoration obligations related to those agreements. At September 30, 2026, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $1.7 billion related to these obligations. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER, as described above.
Related Party Long-Term Debt – In connection with the December 2022 acquisition from NEER of Emerald Breeze, a subsidiary of XPLR acquired a note payable from a subsidiary of NEER relating to restricted cash reserve funds put in place for certain operational costs at the project based on a requirement of the differential membership investor. At September 30, 2026 and December 31, 2025, the note payable was approximately $90 million and $90 million, respectively, and is included in long-term debt on XPLR's condensed consolidated balance sheets. The note payable does not bear interest and does not have a maturity date.
19
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Due to Related Parties – At September 30, 2026 and December 31, 2025, the majority of current and noncurrent amounts due to related parties on XPLR's condensed consolidated balance sheets represent amounts owed by certain of XPLR's wind projects to NEER for costs incurred in connection with repowering of wind projects. At September 30, 2026, approximately $40 million of the current amounts related to repowering of certain wind projects were due to be paid to NEER under payment terms that were on average approximately . At September 30, 2026 and December 31, 2025, approximately $35 million and $23 million, respectively, of current amounts and $39 million and $51 million, respectively, of noncurrent amounts related to repowering of certain wind projects have payment terms with NEER consistent with the terms of NEER's related payables.
Remaining noncurrent amounts due to related parties on XPLR's condensed consolidated balance sheets primarily represent amounts owed by certain of XPLR's wind projects to NEER to refund NEER for certain transmission costs paid on behalf of the wind projects. Amounts will be paid to NEER as the wind projects receive payments from third parties for related notes receivable recorded in noncurrent other assets on XPLR's condensed consolidated balance sheets.
10. Summary of Significant Accounting and Reporting Policies
Restricted Cash – At September 30, 2026 and December 31, 2025, XPLR had approximately $61 million and $62 million, respectively, of restricted cash included in current other assets on XPLR's condensed consolidated balance sheets. Restricted cash at September 30, 2026 and December 31, 2025 is primarily related to an operating cash reserve. Restricted cash reported as current assets is recorded as such based on the anticipated use of these funds.
Property, Plant and Equipment – Property, plant and equipment consists of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (millions) | |||||||||||
| Property, plant and equipment, gross | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment – net | $ | $ | |||||||||
Income Taxes – Clean energy tax credits generated during the taxable year can be transferred to an unrelated purchaser for cash and are accounted for under Accounting Standards Codification 740 – Income Taxes. Proceeds resulting from the sales of clean energy tax credits for the nine months ended September 30, 2026 and 2025 of approximately $84 million and $4 million, respectively, are reported in cash received for income taxes – net within the supplemental disclosures of cash flow information on XPLR's condensed consolidated statements of cash flows.
20
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Details of the activity in noncontrolling interests are below:
Class B Noncontrolling Membership Interests | Differential Membership Interests | NEE's Indirect Noncontrolling Ownership Interests(a) | Other Noncontrolling Ownership Interests(b) | Total Noncontrolling Interests | ||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | (millions) | |||||||||||||||||||||||||||||||
| Balances, June 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | |||||||||||||||||||||||||||||||
| Related party contributions | — | — | — | |||||||||||||||||||||||||||||
| Distributions, primarily to related parties | — | ( | ( | ( | ||||||||||||||||||||||||||||
Differential membership investment contributions, net of distributions | — | — | ||||||||||||||||||||||||||||||
| Buyout of differential membership investors | — | ( | ( | — | ( | |||||||||||||||||||||||||||
Payments to Class B noncontrolling interest investors | ( | — | — | — | ( | |||||||||||||||||||||||||||
| Balances, September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||
| Balances, December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | |||||||||||||||||||||||||||||
Related party contributions | — | — | — | |||||||||||||||||||||||||||||
| Distributions, primarily to related parties | — | — | ( | ( | ( | |||||||||||||||||||||||||||
Differential membership investment contributions, net of distributions | — | — | ||||||||||||||||||||||||||||||
| Buyout of differential membership investors | — | ( | ( | — | ( | |||||||||||||||||||||||||||
Payments to Class B noncontrolling interest investors | ( | — | — | — | ( | |||||||||||||||||||||||||||
| Buyout of Class B noncontrolling interest investors | ( | — | — | ( | ||||||||||||||||||||||||||||
Other – net | ( | ( | ||||||||||||||||||||||||||||||
| Balances, September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
————————————
(a)Primarily reflects NEE Equity's noncontrolling interest in XPLR OpCo and NEER's noncontrolling interests in Silver State, Sunlight Renewables Holdings and Emerald Breeze.
(b)Reflects a third-party's noncontrolling ownership interest in Star Moon Holdings.
21
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
| Class B Noncontrolling Membership Interests | Differential Membership Interests | NEE's Indirect Noncontrolling Ownership Interests(a) | Other Noncontrolling Ownership Interests | Total Noncontrolling Interests | ||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | (millions) | |||||||||||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ||||||||||||||||||||||||||||||
| Distributions, primarily to related parties | — | ( | ( | ( | ||||||||||||||||||||||||||||
| Differential membership investment contributions, net of distributions | — | — | — | |||||||||||||||||||||||||||||
| Buyout of differential membership investors | — | ( | ( | — | ( | |||||||||||||||||||||||||||
| Payments to Class B noncontrolling interest investors | ( | — | — | — | ( | |||||||||||||||||||||||||||
| Buyout of Class B noncontrolling interest investors | ( | — | — | ( | ||||||||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | ( | |||||||||||||||||||||||||||||
| Related party contributions | — | — | — | |||||||||||||||||||||||||||||
| Distributions, primarily to related parties | — | — | ( | ( | ( | |||||||||||||||||||||||||||
Changes in non-economic ownership interests | — | — | — | ( | ( | |||||||||||||||||||||||||||
Differential membership investment contributions, net of distributions | — | — | — | |||||||||||||||||||||||||||||
| Buyout of differential membership investors | — | ( | ( | — | ( | |||||||||||||||||||||||||||
| Payments to Class B noncontrolling interest investors | ( | — | — | — | ( | |||||||||||||||||||||||||||
| Buyout of Class B noncontrolling interest investors | ( | — | — | ( | ||||||||||||||||||||||||||||
Other – net | ( | ( | ||||||||||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
————————————
(a)Primarily reflects NEE Equity's noncontrolling interest in XPLR OpCo and NEER's noncontrolling interests in Silver State, Sunlight Renewables Holdings and Emerald Breeze.
Segment Information – XPLR’s single reportable segment, through its ownership interest in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets and, in 2025, had an investment in natural gas pipeline assets (see Note 1). XPLR’s reportable segment derives revenues primarily from various non-affiliated parties under long-term PPAs. See Note 2 for information regarding XPLR's operating revenues.
XPLR's significant segment expenses include operations and maintenance, depreciation and amortization, interest expense and income tax expense (benefit) which are reflected in XPLR's condensed consolidated statements of income (loss). XPLR's other segment items include goodwill impairment charge, taxes other than income taxes and other – net, equity in earnings of equity method investees, other – net, gains (losses) on disposal of businesses/assets – net and loss from discontinued operations, which are reflected in XPLR's condensed consolidated statements of income (loss).
22
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
XPLR's additional segment information is as follows:
| Nine Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
| (millions) | |||||||||||
| Capital expenditures and other investments | $ | $ | |||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| (millions) | |||||||||||
| Property, plant and equipment – net | $ | $ | |||||||||
| Total assets | $ | $ | |||||||||
| Investments in equity method investees | $ | $ | |||||||||
Sale and Co-Investment Agreement – In February 2026, XPLR OpCo entered into a sale and co-investment agreement (Agreement) with a subsidiary of NEER and in March 2026, XPLR OpCo delivered investment option exercise notices (Notices) to the NEER subsidiary electing to exercise the co-investment options under the Agreement. The Notices state that XPLR OpCo will invest for an ultimate 49 % equity interest in each of four joint ventures which will each develop, construct and operate a separate battery storage project. Two of these joint ventures were formed in July 2026 (see below). The NEER subsidiary will ultimately own 51 % of each joint venture, will be the managing member of each joint venture and will provide development and construction services to each joint venture and receive an associated fee in accordance with the Agreement. See Note 11 regarding XPLR OpCo's estimated funding commitment.
In July 2026, subsidiaries of XPLR OpCo and subsidiaries of NEER entered into agreements to invest in two of the four joint ventures, Mammoth Plains Energy Storage Project Company, LLC and Carousel Energy Storage Project Company, LLC, which will each build a battery storage project at an existing XPLR site. As of September 30, 2026, the XPLR OpCo subsidiaries had invested a total of approximately $13 million in these joint ventures which is reflected as investments in equity method investees on the condensed consolidated balance sheet. Also in July 2026, subsidiaries of XPLR OpCo sold interconnection assets and rights at each of the project sites to the respective joint venture for total consideration of approximately $26 million, and XPLR recognized a gain of $23 million in the third quarter of 2026.
Under the Agreement, XPLR has agreed to sell certain of its existing interconnection assets and rights at the two other operating sites to the two other joint ventures. XPLR has also agreed to sell interconnection assets and rights at a fifth location directly to a subsidiary of NEER. Total cash consideration for these sales will be approximately $19 million.
Under the Agreement, in August 2026, subsidiaries of XPLR OpCo sold additional interconnection assets and rights to a subsidiary of NEER for consideration of approximately $16 million, and XPLR recognized a gain of $10 million, and in October 2026, subsidiaries of XPLR OpCo received additional consideration of $4 million relating to expanded use of those interconnection assets and rights, and XPLR expects to recognize a gain of $4 million in the fourth quarter of 2026. Under the Agreement, XPLR intends to identify up to 300 MW of additional interconnection assets and rights to potentially sell to a subsidiary of NEER, but will not have the option to co-invest in battery storage projects at these locations. XPLR expects to use some or all of the proceeds from these sales of interconnection assets and rights to fund a portion of its co-investments in the four joint ventures. The Agreement contains customary representations, warranties and covenants by the parties, including certain indemnification terms and mutual remedies.
Sale of Interconnection Assets and Rights – In October 2026, subsidiaries of XPLR OpCo sold interconnection assets and rights to a subsidiary of NEER for a purchase price of approximately $12 million, and XPLR expects to recognize a gain of $8 million in the fourth quarter of 2026.
Environmental Credits – In May 2026, the Financial Accounting Standards Board issued an accounting standards update related to environmental credits (such as renewable energy credits) and environmental credit obligations. The update provides recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The standards update will be effective for XPLR beginning January 1, 2028. The requirements will be applied retrospectively with early adoption permitted. XPLR is currently evaluating the effect of adopting this update on its consolidated financial statements.
23
XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
(unaudited)
11. Commitments and Contingencies
Commitments – At September 30, 2026, XPLR OpCo had funding commitments related to four to-be-built battery storage projects. As of September 30, 2026, XPLR subsidiaries had invested approximately $13 million related to two of the projects which is reflected as investments in equity method investees on the condensed consolidated balance sheet and future funding commitments are estimated to be approximately $16 million and $286 million in 2026 and 2027, respectively. The estimated future funding commitments are subject to continuing review and adjustment and the actual amounts invested may vary from these estimates.
Legal Proceedings – XPLR, NEE, certain former executives of XPLR and certain current and former directors of XPLR are the named defendants in a purported federal securities class action lawsuit filed in the U.S. District Court for the Southern District of California (Southern District of California) in July 2025 that seeks unspecified damages alleging that the defendants made false and misleading statements regarding XPLR's business model, XPLR distributions and arrangements relating to Class B noncontrolling members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries are or were a party. The alleged class includes all persons or entities other than the defendants and certain affiliated parties of the defendants as named in the lawsuit who purchased or otherwise acquired XPLR securities between September 27, 2023 and January 27, 2025. In January 2026, the plaintiff filed an amended complaint expanding the putative class period to include all persons or entities other than the defendants and certain affiliated parties of the defendants as named in the lawsuit who purchased or otherwise acquired XPLR securities beginning on May 8, 2023. In March 2026, the defendants filed a motion to dismiss the complaint, which remains pending. The defendants are vigorously defending against the claims in this proceeding.
XPLR, NEE, certain former executives of XPLR and certain current and former directors of XPLR are the named defendants in a purported unitholder derivative action filed in the Southern District of California in August 2025. The complaint alleges, among other allegations, that defendants breached their fiduciary duties by making, or causing XPLR to make, false and misleading statements regarding XPLR's business model, distributions, financial arrangements and equity needs. The plaintiff seeks declaratory and monetary relief, changes to corporate governance and internal procedures, and attorneys’ fees and costs. In November 2025, the Southern District of California issued an order to stay proceedings pending resolution of the motion to dismiss phase in the purported federal securities class action lawsuit described above.
24
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
XPLR is a limited partnership that, through its ownership in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets including wind, solar and battery storage projects and had an investment in natural gas pipeline assets, which was sold in September 2025 and has been presented as discontinued operations (see Note 1). XPLR consolidates the results of XPLR OpCo and its subsidiaries through its controlling interest in the general partner of XPLR OpCo. At September 30, 2026, XPLR owned an approximately 48.8% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.2% limited partner interest in XPLR OpCo. XPLR's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interests.
This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2025 Form 10-K. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussions, all comparisons are with the corresponding items in the prior year period. Further, in March 2026, an XPLR subsidiary exercised its option to invest a 49% equity interest in each of four to-be-built battery storage projects. In July 2026, XPLR subsidiaries entered into joint venture agreements with subsidiaries of NEER to develop and own two of the battery storage projects. See Note 10 – Sale and Co-Investment Agreement.
A number of legislative, executive and administrative activities occurred in 2025 and 2026 that affect XPLR including 1) the enactment of the One Big Beautiful Bill Act (OBBBA) which, among other things, modified tax legislation affecting clean energy tax credits, 2) the issuance of a number of federal executive orders and presidential actions, 3) the imposition of tariffs on a variety of imports and 4) the issuance of guidance by various federal agencies. A number of similar activities remain pending or are in various phases of implementation, such as certain Treasury Department rulemaking authorized by the OBBBA, trade investigations that may lead to additional tariffs or place limitations on imports of certain materials and ordered reviews of, or process or policy changes with respect to, federal permitting and approvals for wind and solar projects. There has been no material impact on XPLR's operations or financial performance as a result of these developments and XPLR believes that the previously announced wind repowering program will qualify for clean energy tax credits if placed into service as planned. XPLR will assess any further developments for potential impacts in future periods.
Results of Operations
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(millions) | |||||||||||||||||||||||
OPERATING REVENUES | $ | 332 | $ | 315 | $ | 971 | $ | 939 | |||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
Operations and maintenance | 119 | 151 | 396 | 362 | |||||||||||||||||||
| Depreciation and amortization | 146 | 142 | 429 | 419 | |||||||||||||||||||
| Goodwill impairment charge | — | — | — | 253 | |||||||||||||||||||
| Taxes other than income taxes and other – net | 17 | 15 | 54 | 51 | |||||||||||||||||||
| Total operating expenses – net | 282 | 308 | 879 | 1,085 | |||||||||||||||||||
| GAINS (LOSSES) ON DISPOSAL OF BUSINESSES/ASSETS – NET | 33 | (2) | 34 | 9 | |||||||||||||||||||
| OPERATING INCOME (LOSS) | 83 | 5 | 126 | (137) | |||||||||||||||||||
| OTHER INCOME (DEDUCTIONS) | |||||||||||||||||||||||
| Interest expense | (22) | (94) | (216) | (344) | |||||||||||||||||||
| Equity in earnings of equity method investees | 34 | 66 | 72 | 114 | |||||||||||||||||||
| Other – net | 4 | 5 | 20 | 13 | |||||||||||||||||||
| Total other income (deductions) – net | 16 | (23) | (124) | (217) | |||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | 99 | (18) | 2 | (354) | |||||||||||||||||||
| INCOME TAX EXPENSE (BENEFIT) | 6 | 43 | (56) | (36) | |||||||||||||||||||
| INCOME (LOSS) FROM CONTINUING OPERATIONS | 93 | (61) | 58 | (318) | |||||||||||||||||||
| LOSS FROM DISCONTINUED OPERATIONS, net of tax benefit of $2 and $8, respectively | — | (3) | — | (37) | |||||||||||||||||||
| NET INCOME (LOSS) | 93 | (64) | 58 | (355) | |||||||||||||||||||
| NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (42) | 27 | 64 | 299 | |||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO XPLR | $ | 51 | $ | (37) | $ | 122 | $ | (56) | |||||||||||||||
25
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Operating Expenses
Operations and Maintenance
O&M expenses decreased $32 million during the three months ended September 30, 2026 primarily reflecting lower net operating expenses at the existing XPLR projects due to approximately $15 million of higher vendor credits in 2026 for unplanned O&M expenses and $15 million of lower dismantlement costs associated with repowering of wind facilities.
Gains (Losses) on Disposal of Businesses/Assets – net
Net gains (losses) on disposal of businesses/assets increased $35 million during the three months ended September 30, 2026 primarily reflecting the sale of interconnection assets and rights of approximately $33 million recognized in the quarter (see Note 10 – Sale and Co-Investment Agreement).
Other Income (Deductions)
Interest Expense
The decrease in interest expense of $72 million during the three months ended September 30, 2026 primarily reflects approximately $87 million of favorable mark-to-market activity ($88 million of gains recorded in 2026 compared to $1 million of gains in 2025), partly offset by $15 million of higher interest expense due to higher average debt outstanding with higher interest rates.
Equity in Earnings of Equity Method Investees
Equity in earnings of equity method investees decreased $32 million during the three months ended September 30, 2026 primarily due to the absence of the gain on sale of an equity method investment in solar distributed generation assets which was recognized in September 2025.
Income Taxes
For the three months ended September 30, 2026, XPLR recorded income tax expense of $6 million on income from continuing operations before income taxes of $99 million, resulting in an effective tax rate of approximately 6%. The tax expense is primarily comprised of $21 million at the U.S. federal statutory rate of 21%, partly offset by tax benefit of $15 million attributable to clean energy tax credits. See Note 5.
For the three months ended September 30, 2025, XPLR recorded income tax expense of $43 million on loss from continuing operations before income taxes of $18 million, resulting in an effective tax rate of approximately (239)%. The tax expense is primarily comprised of $57 million related to taxes attributable to noncontrolling interests and $8 million of state income taxes, partly offset by tax benefit of $20 million attributable to clean energy tax credits and $4 million at the U.S. federal statutory rate of 21%. See Note 5.
Loss from Discontinued Operations
Loss from discontinued operations reflects the results of the Meade pipeline investment and interest on related project-level indebtedness prior to the sale in September 2025. See Note 1.
Net Loss (Income) Attributable to Noncontrolling Interests
For the three months ended September 30, 2026, the change in net loss (income) attributable to noncontrolling interests primarily reflects higher net income attributable to NEE Equity's noncontrolling interest of approximately $52 million ($87 million in 2026 compared to $35 million in 2025), lower net loss attributable to differential membership investors of $17 million ($119 million in 2026 compared to $136 million in 2025) and higher net income attributable to other noncontrolling interests of $6 million, partly offset by lower net income attributable to Class B noncontrolling membership interests of $6 million, primarily due to the buyout of the Class B noncontrolling membership interests in XPLR Renewables II in April 2025 and XPLR Pipelines in September 2025. See Note 10 – Noncontrolling Interests.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Operating Expenses
Operations and Maintenance
O&M expenses increased $34 million during the nine months ended September 30, 2026 primarily reflecting higher net operating expenses at the existing XPLR projects primarily due to approximately $44 million of lower vendor credits for unplanned O&M expenses compared to 2025, partly offset by $32 million of lower dismantlement costs associated with repowering of wind facilities. The increase in O&M expenses also reflects the absence of a true-up of CSCS fees which occurred in 2025 of approximately $11 million.
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Goodwill Impairment Charge
The $253 million goodwill impairment charge recognized during the nine months ended September 30, 2025 reflects the non-cash goodwill impairment charge recognized in March 2025. See Note 4 – Nonrecurring Fair Value Measurements.
Gains (losses) on Disposal of Businesses/Assets – net
Net gains (losses) on disposal of businesses/assets increased $25 million during the nine months ended September 30, 2026 primarily reflecting the gain on sale of interconnection assets and rights of approximately $33 million recognized in the third quarter (see Note 10 – Sale and Co-Investment Agreement), partly offset by a working capital adjustment relating to the disposal of a business in 2025.
Other Income (Deductions)
Interest Expense
The decrease in interest expense of $128 million during the nine months ended September 30, 2026 primarily reflects approximately $220 million of favorable mark-to-market activity ($118 million of gains recorded in 2026 compared to $102 million of losses in 2025), partly offset by $92 million of higher interest expense due to higher average debt outstanding with higher interest rates.
Equity in Earnings of Equity Method Investees
Equity in earnings of equity method investees decreased $42 million during the nine months ended September 30, 2026 primarily due to the absence of the gain on sale of an equity method investment in solar distributed generation assets which was recognized in September 2025 and the absence of revenue reimbursement received at one of the equity method investments in 2025 relating to an interconnection-related outage in 2024.
Other – net
For the nine months ended September 30, 2026, the change in other – net primarily reflects the interest income earned on cash on hand during the period.
Income Taxes
For the nine months ended September 30, 2026, XPLR recorded income tax benefit of $56 million on income from continuing operations before income taxes of $2 million, resulting in an effective tax rate of approximately (2,800)%. The tax benefit is primarily comprised of tax benefits of approximately $70 million attributable to clean energy tax credits, partly offset by tax expense of $10 million related to taxes attributable to noncontrolling interests and $3 million related to valuation allowance. See Note 5.
For the nine months ended September 30, 2025, XPLR recorded income tax benefit of $36 million on loss from continuing operations before income taxes of $354 million, resulting in an effective tax rate of approximately 10%. The tax benefit is comprised primarily of income tax benefits of approximately $74 million at the U.S. federal statutory rate of 21%, $34 million attributable to clean energy tax credits and $7 million of state income taxes, partly offset by tax expense of $77 million related to taxes attributable to noncontrolling interests. See Note 5.
Loss from Discontinued Operations
Loss from discontinued operations reflects the results of the Meade pipeline investment and interest on related project-level indebtedness prior to the sale in September 2025. See Note 1.
Net Loss (Income) Attributable to Noncontrolling Interests
For the nine months ended September 30, 2026, the change in net loss attributable to noncontrolling interests primarily reflects the change in the net income or loss attributable to NEE Equity's noncontrolling interest of approximately $173 million ($142 million of net income in 2026 compared to $31 million of net loss in 2025) and lower net loss allocated to differential membership investors of $93 million ($431 million in 2026 compared to $524 million in 2025), partly offset by lower net income attributable to Class B noncontrolling membership interests of $34 million ($159 million in 2026 compared to $193 million in 2025), primarily due to the buyout of the Class B membership interests in XPLR Renewables II in April 2025 and XPLR Pipelines in September 2025. See Note 10 – Noncontrolling Interests.
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Liquidity and Capital Resources
XPLR’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 9, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 7 and Note 3) and distributions to the holders of noncontrolling interests. XPLR expects to satisfy these requirements primarily with cash on hand and cash generated from operations. In addition, XPLR expects to consider additional repowering opportunities at its existing projects and other investment opportunities, and to exercise buyout rights relating to Class B noncontrolling members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries are parties (see Note 8 – Class B Noncontrolling Interests and Note 10 – Noncontrolling Interests). The investment, development and buyout opportunities are expected to be funded with borrowings under credit facilities or term loans, issuances of indebtedness or capital raised pursuant to other financing structures, cash on hand and cash generated from operations and sales of clean energy tax credits (see Note 10 – Income Taxes), and may be funded with divestitures or issuances of additional XPLR common units, including under its ATM program (see Note 8 – ATM Program). XPLR may also utilize non-voting common units (convertible into common units) to fund the payment of specified portions of the purchase price payable in connection with the exercise of certain buyout rights (see Note 8 – Class B Noncontrolling Interests and Note 10 – Noncontrolling Interests). In addition, XPLR expects to fund debt maturities through refinancing.
These sources of funds are expected to be adequate to provide for XPLR's short-term and long-term liquidity and capital needs, although its ability to fund repowering of existing projects, fund battery storage and other investment opportunities, fund the purchase price payable in connection with the exercise of buyout rights, refinance debt maturities and return capital to common unitholders will depend on its ability to access capital on acceptable terms.
As a normal part of its business, depending on market conditions, XPLR expects from time to time to consider opportunities to repay, redeem, repurchase or refinance its indebtedness or equity arrangements. If available, additional debt financing, including refinancing, could impose operating restrictions, additional cash payment obligations and additional covenants, such as limitations on distributions to common unitholders.
XPLR OpCo has agreed to allow NEER or one of its affiliates to withdraw funds received by XPLR OpCo or its subsidiaries and to hold those funds in accounts of NEER or one of its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by XPLR's subsidiaries, until the financing agreements permit distributions to be made, or, in the case of XPLR OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. XPLR OpCo will have a claim for any funds that NEER fails to return:
• when required by its subsidiaries’ financings;
• when its subsidiaries’ financings otherwise permit distributions to be made to XPLR OpCo;
• when funds are required to be returned to XPLR OpCo; or
• when otherwise demanded by XPLR OpCo.
In addition, NEER and certain of its affiliates may withdraw funds in connection with certain long-term debt agreements and hold those funds in accounts belonging to NEER or its affiliates and provide credit support in the amount of such withdrawn funds. If NEER fails to return withdrawn funds when required by XPLR OpCo's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER in the amount of such withdrawn funds.
If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings, and will not pay interest on the withdrawn funds except as otherwise agreed upon with XPLR OpCo.
Liquidity Position
At September 30, 2026, XPLR's liquidity position was approximately $1,564 million. The table below provides the components of XPLR’s liquidity position:
| September 30, 2026 | Maturity Date | ||||||||||
| (millions) | |||||||||||
| Cash and cash equivalents | $ | 505 | |||||||||
| Amounts due under the CSCS agreement | 4 | ||||||||||
| Revolving credit facility | 1,250 | 2031 | |||||||||
Less borrowings(a) | (76) | ||||||||||
| Less issued letters of credit | (119) | ||||||||||
| Total | $ | 1,564 | |||||||||
____________________
(a) In October 2026, $48 million was drawn on the XPLR OpCo credit facility and $34 million was repaid.
Management believes that XPLR's liquidity position and cash flows from operations will be adequate to finance O&M expenses, maintenance capital expenditures and liquidity commitments. Management continues to regularly monitor XPLR's financing needs consistent with prudent balance sheet management.
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Financing Arrangements
XPLR OpCo and its direct subsidiary are parties to the $1,250 million revolving credit facility which matures in February 2031. In order to borrow or to have letters of credit issued under the XPLR OpCo credit facility, as well as to avoid default and related acceleration provisions, XPLR OpCo and its direct subsidiary are required to, among other things, be in compliance with financial covenants of a maximum leverage ratio and a minimum interest coverage ratio, as defined in the XPLR OpCo credit facility. At September 30, 2026, XPLR and its direct subsidiary were in compliance with these required ratios. Under the XPLR OpCo credit facility, XPLR OpCo's ability to pay cash distributions is subject to certain other restrictions. See Note 7.
During the nine months ended September 30, 2026, $76 million was drawn on the XPLR OpCo credit facility and indirect subsidiaries of XPLR borrowed approximately $523 million under one limited-recourse senior secured variable rate term loan facility. In June 2026, XPLR repaid the $500 million principal amount of its 2022 convertible notes at maturity. In October, 2026, $48 million was drawn on the XPLR OpCo credit facility and $34 million was repaid. See Note 7.
XPLR OpCo and certain indirect subsidiaries are also subject to financings that contain financial covenants and distribution tests, including debt service coverage ratios. In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of XPLR's financings provide for interest payable at a fixed interest rate. However, certain of XPLR's financings accrue interest at variable rates based on an underlying index plus a margin. Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the related borrowings. In addition, under the project-level financing structures, each project or group of projects will be permitted to pay distributions out of available cash so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financing has occurred and is continuing at the time of such distribution or would result therefrom, and each project or group of projects is otherwise in compliance with the related covenants. For substantially all of the project-level financing structures, minimum debt service coverage ratios must be satisfied in order to make a distribution. At September 30, 2026, XPLR and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.
Equity Arrangements
XPLR's ATM program expired in late March 2026. In order to renew the ATM program, in March 2026, XPLR filed a registration statement with the SEC, which became effective in April 2026, for up to $300 million of common units which may be sold under the renewed ATM program, depending on market conditions and other considerations, to support XPLR's liquidity and capital needs.
In June 2026, XPLR exercised a buyout right and purchased 10% of the originally issued Class B noncontrolling membership interests in Genesis Holdings. See Note 8 – Class B Noncontrolling Interests.
Capital Expenditures
Annual capital spending plans are developed based on projected requirements for the projects. Capital expenditures primarily represent the estimated cost of capital improvements, including development and construction expenditures that are expected to increase XPLR OpCo’s operating income or operating capacity over the long term. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the nine months ended September 30, 2026 and 2025, XPLR had capital expenditures of approximately $510 million and $684 million, respectively, primarily relating to repowering of wind facilities. XPLR expects to invest approximately $302 million related to four joint ventures which will each develop, construct and operate a separate battery storage project which are expected to be completed in 2027 (see Note 11 – Commitments). These estimates are subject to continuing review and adjustments and actual capital expenditures and investments may vary significantly from these estimates.
Cash Flows
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The following table reflects the changes in cash flows for the comparative periods:
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (millions) | |||||||||||||||||
Net cash provided by operating activities | $ | 407 | $ | 553 | $ | (146) | |||||||||||
| Net cash provided by (used in) investing activities | $ | (467) | $ | 897 | $ | (1,364) | |||||||||||
| Net cash used in financing activities | $ | (397) | $ | (1,003) | $ | 606 | |||||||||||
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Net Cash Provided by Operating Activities
The decrease in net cash provided by operating activities was primarily driven by lower distributions from equity method investments, lower vendor credits for unplanned O&M expenses and the timing of transactions impacting working capital.
Net Cash Provided by (Used in) Investing Activities
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (millions) | |||||||||||
| Capital expenditures and other investments | $ | (510) | $ | (684) | |||||||
| Proceeds from sale of equity method investments | — | 1,139 | |||||||||
| Investments in equity method investees | (13) | — | |||||||||
| Payments from related parties under CSCS agreement – net | 7 | 114 | |||||||||
| Distributions from non-economic ownership interests | — | 309 | |||||||||
Other – net | 49 | 19 | |||||||||
| Net cash provided by (used in) investing activities | $ | (467) | $ | 897 | |||||||
The change in net cash provided by (used in) investing activities was primarily driven by the absence of proceeds from the sale of equity method investments and distributions from non-economic ownership interests, and lower payments received from NEER subsidiaries (net of amounts paid) under the CSCS agreement, partly offset by lower capital expenditures and other investments.
Net Cash Used in Financing Activities
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (millions) | |||||||||||
| Proceeds from issuance of common units – net | $ | 3 | $ | 4 | |||||||
| Issuances (retirements) of long-term debt – net | (112) | 581 | |||||||||
| Debt issuance costs | (10) | (49) | |||||||||
| Partner contributions (distributions) – net | 4 | (390) | |||||||||
Proceeds related to differential membership interests – net | 119 | 150 | |||||||||
| Buyout of differential membership investors | (181) | (75) | |||||||||
| Payments to Class B noncontrolling interest investors | (67) | (71) | |||||||||
| Buyout of Class B noncontrolling interest investors | (149) | (1,150) | |||||||||
| Other – net | (4) | (3) | |||||||||
| Net cash used in financing activities | $ | (397) | $ | (1,003) | |||||||
The decrease in net cash used in financing activities primarily reflects lower buyouts of Class B noncontrolling interest investors and lower partner distributions, net of contributions, partly offset by retirements of long-term debt in 2026 versus issuances of long-term debt in 2025 and higher buyouts of differential membership investors in 2026.
New Accounting Rules and Interpretations
Environmental Credits – In May 2026, the Financial Accounting Standards Board issued an accounting standards update related
to environmental credits and environmental credit obligations. See Note 10 – Environmental Credits.
Critical Accounting Estimates
Critical accounting estimates are those that XPLR believes are both most important to the portrayal of its financial condition and results of operations, and require complex, subjective judgments, often as a result of the need to make assumptions about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the critical accounting estimates may result in materially different amounts being reported under different conditions or using different assumptions. XPLR’s significant accounting policies, including those requiring critical accounting estimates, were reported in the 2025 Form 10-K. There have been no material changes regarding these significant accounting policies, including critical accounting estimates.
See Note 4 – Nonrecurring Fair Value Measurements for a discussion of goodwill impairment.
Quantitative and Qualitative Disclosures About Market Risk
XPLR is exposed to market risks in its normal business activities. Market risk is measured as the potential loss that may result from hypothetical reasonably possible market changes associated with its business over the next year. The types of market risks include interest rate and counterparty credit risks.
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Interest Rate Risk
XPLR is exposed to risk resulting from changes in interest rates associated with outstanding and expected future debt issuances and borrowings. XPLR manages interest rate exposure by monitoring current interest rates, entering into interest rate contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements (see Note 3).
XPLR has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At September 30, 2026, approximately 96% of the long-term debt, including current maturities, was not exposed to fluctuations in interest expense as it was either fixed rate debt or financially hedged. At September 30, 2026, the estimated fair value of XPLR's long-term debt was approximately $6.2 billion and the carrying value of the long-term debt was $6.1 billion. See Note 4 – Financial Instruments Recorded at Other than Fair Value. Based upon a hypothetical 10% decrease in interest rates, the fair value of XPLR's long-term debt would increase by approximately $108 million at September 30, 2026.
At September 30, 2026, XPLR had interest rate contracts with a net notional amount of approximately $2.0 billion related to managing exposure to the variability of cash flows associated with outstanding and expected future debt issuances and borrowings. Based upon a hypothetical 10% decrease in rates, XPLR’s net derivative assets at September 30, 2026 would decrease by approximately $51 million.
Counterparty Credit Risk
Risks surrounding counterparty performance and credit risk could ultimately impact the amount and timing of expected cash flows. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties under the terms of their contractual obligations. XPLR monitors and manages credit risk through credit policies that include a credit approval process and the use of credit mitigation measures such as prepayment arrangements in certain circumstances. XPLR also seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion – Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of September 30, 2026, XPLR had performed an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of XPLR's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of XPLR concluded that XPLR's disclosure controls and procedures were effective as of September 30, 2026.
(b) Changes in Internal Control Over Financial Reporting
XPLR is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls. This results in refinements to processes throughout XPLR. However, there has been no change in XPLR's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that occurred during XPLR's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, XPLR's internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See Note 11 – Legal Proceedings.
With regard to environmental proceedings to which a governmental authority is a party, XPLR's policy is to disclose any such proceeding if it is reasonably expected to result in monetary sanctions of greater than or equal to $1 million.
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed in the 2025 Form 10-K. The factors discussed in Part I, Item 1A. Risk Factors in the 2025 Form 10-K, as well as other information set forth in this report, which could materially adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan, should be carefully considered. The risks described in the 2025 Form 10-K are not the only risks facing XPLR. Additional risks and uncertainties not currently known to XPLR, or that are currently deemed to be immaterial, also may materially adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
Item 5. Other Information
(c) During the three months ended September 30, 2026, no director or officer of XPLR adopted terminated
(d) In accordance with the XPLR partnership agreement, on November 2, 2026, the XPLR board of directors modified the eligibility requirements for holders of units of XPLR (eligible holders) that wish to submit the name of a qualified director nominee for inclusion in XPLR’s proxy statement for the 2027 annual meeting of limited partners of XPLR (2027 annual meeting). Under the modified requirements, in order to submit a proxy access nominee for the 2027 annual meeting, an eligible holder must have owned the required units (in accordance with the definition of "own" and "required units" in the XPLR partnership agreement), continuously for at least three months prior to the date of nomination. Notice of a proxy access nominee for the 2027 annual meeting must be received by XPLR’s Corporate Secretary at 700 Universe Boulevard, Juno Beach, Florida 33408 no earlier than November 26, 2026 and no later than the close of business on December 26, 2026. Eligible holders who wish to submit nominees will be required to satisfy the requirements set forth in the XPLR partnership agreement.
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Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 10.2* | ||||||||
| 10.2(a)* | ||||||||
| 10.2(b)* | ||||||||
| 10.2(c)* | ||||||||
| 10.2(d) | ||||||||
| 31(a) | ||||||||
| 31(b) | ||||||||
| 32 | ||||||||
| 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 | XBRL Schema Document | |||||||
| 101.PRE | XBRL Presentation Linkbase Document | |||||||
| 101.CAL | XBRL Calculation Linkbase Document | |||||||
| 101.LAB | XBRL Label Linkbase Document | |||||||
| 101.DEF | 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.
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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: November 3, 2026
XPLR INFRASTRUCTURE, LP | |||||
| (Registrant) | |||||
WILLIAM J. GOUGH | |||||
William J. Gough Controller and Principal Accounting Officer (Principal Accounting Officer) | |||||
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Exhibit 10.2(d)
FOURTH AMENDMENT TO INTERCONNECTION SALES AND CO-INVESTMENT AGREEMENT
This Fourth Amendment to Interconnection Sales and Co-Investment Agreement (“Fourth Amendment”) is entered into as of August 28, 2026 (“Fourth Amendment Effective Date”), by and between NextEra Energy Resources Development, LLC (“NEER”) and XPLR Infrastructure Operating Partners, LP (“XPLR” and together with NEER, the “Parties,” and each a “Party”).
WHEREAS, the Parties entered into that certain Interconnection Sales and Co-Investment Agreement, dated as of February 10, 2026 (the “Original Agreement”), as amended by that certain First Amendment to Interconnection Sales and Co-Investment Agreement, dated as of May 29, 2026 (the “First Amendment”) and further amended by that certain Second Amendment to Interconnection Sales and Co-Investment Agreement, dated as of June 22, 2026 (the “Second Amendment”) and Third Amendment to Interconnection Sales and Co-Investment Agreement, dated as of July 27, 2026 (the “Third Amendment” and together with the Original Agreement, First Amendment and Second Amendment, the “Agreement”);
WHEREAS, the Parties are currently in discussions regarding the Outside Contribution Date for the future project to be known as Palo Duro BESS of the Transferred Projects and, in connection therewith, desire to modify the Agreement to update that certain Outside Contribution Date, all subject to and as more fully set forth in this Fourth Amendment.
NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows:
1. Amendment to Agreement. The Agreement’s Exhibit B is hereby deleted in its entirety and replaced with the new Exhibit B attached hereto as Exhibit A.
2. Representations Regarding This Fourth Amendment. By their execution of this Fourth Amendment, each Party represents and warrants that it is authorized to enter into this Fourth Amendment, that this Fourth Amendment does not conflict with any contract, lease, instrument or other obligation to which it is a party or by which it is bound, and that this Fourth Amendment represents its valid and binding obligation, enforceable against such Party in accordance with its terms.
3. Effectiveness of Fourth Amendment; Entire Agreement. This Fourth Amendment shall become effective as of the Fourth Amendment Effective Date. Except as expressly set forth in this Fourth Amendment, the terms and conditions set forth in the Agreement shall remain in full force and effect, and from and after the date of this Fourth Amendment, all references to the Agreement shall be deemed to be references to the Agreement as amended hereby. This Fourth Amendment, together with the Agreement, contains the entire agreement between the Parties
1
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with respect to the subject matter hereof and supersedes any and all prior and contemporaneous negotiations, representations, understandings and agreements, whether written or oral. In the event of a conflict between the Agreement and this Fourth Amendment, the terms of this Fourth Amendment shall control.
4. Severability. Whenever possible, each provision of the Agreement (as amended hereby) shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Agreement (as amended hereby) or the application of any such provision to any Person (as defined in the Agreement) or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of the Agreement (as amended hereby). Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of the Agreement (as amended hereby) a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.
5. Governing Law and Venue. This Fourth Amendment will be governed by and construed in accordance with the domestic laws of the State of New York without reference to any choice of law principles except for Sections 5-1401 and 5-1402 of the New York General Obligations Law. Any legal action or proceeding with respect to or arising out of this Agreement shall be brought in or removed to the courts of the Federal District Court for the Southern District of New York or, if such court lacks or declines jurisdiction, the courts of the State of New York in the Borough of Manhattan, to the exclusion of all other courts.
6. Counterparts. This Fourth Amendment may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument.
7. Authorization and Binding Obligations. Each Party represents to the other Party that the execution, delivery and performance of this Fourth Amendment have been duly authorized, and this Fourth Amendment has been duly executed and delivered by the signatory so authorized, and the obligations contained herein constitute the valid and binding obligations of such Party.
[SIGNATURE PAGE FOLLOWS]
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23928757v1
Docusign Envelope ID: 9E821713-15A7-81FF-8184-AE9A096BE40D
IN WITNESS WHEREOF, the Parties have executed this Fourth Amendment as of the Fourth Amendment Effective Date set forth above.
NEXTERA ENERGY RESOURCES DEVELOPMENT, LLC DocuSigned By: By ANTHONY PEDRONI F5C968BD9C2148B... Name: Anthony Pedroni Title: Vice President | XPLR INFRASTRUCTURE OPERATING PARTNERS, LP By: XPLR Infrastructure Operating Partners GP, LLC, its general partner Signed by: By S. ALAN LIU 8380BF75C33D40A Name: S. Alan Liu Title: President | ||||
[Exhibit A to Fourth Amendment to Interconnection Sales and Co-Investment Agreement]
23928757v1
EXHIBIT A
EXHIBIT B
TRANSFERRED PROJECTS
Existing Project | Transferred Project | Location (State) | Expected BESS COD | BESS Capacity in MW [ac] | Outside Contribution Date | Governmental Approval Deadline | Value of the Transferred Project Interconnection Asset | ||||||||||||||||
Palo Duro Wind | Palo Duro BESS | TX | 11/15/2027 | 150 | September 30, 2026 | February 28, 2027 | $13,578,528 | ||||||||||||||||
[Exhibit A to Fourth Amendment to Interconnection Sales and Co-Investment Agreement]
23928757v1
Exhibit 31(a)
Rule 13a-14(a)/15d-14(a) Certification
I, S. Alan Liu, certify that:
1.I have reviewed this Form 10-Q for the quarterly period ended September 30, 2026 of XPLR Infrastructure, LP (the registrant);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | November 3, 2026 | ||||
| S. ALAN LIU | ||
| S. Alan Liu President and Chief Executive Officer of XPLR Infrastructure, LP | ||
Exhibit 31(b)
Rule 13a-14(a)/15d-14(a) Certification
I, Jessica Geoffroy, certify that:
1.I have reviewed this Form 10-Q for the quarterly period ended September 30, 2026 of XPLR Infrastructure, LP (the registrant);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | November 3, 2026 | ||||
JESSICA GEOFFROY | ||
| Jessica Geoffroy Chief Financial Officer of XPLR Infrastructure, LP | ||
Exhibit 32
Section 1350 Certification
We, S. Alan Liu and Jessica Geoffroy, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Quarterly Report on Form 10-Q of XPLR Infrastructure, LP (the registrant) for the quarterly period ended September 30, 2026 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
| Dated: | November 3, 2026 | ||||
| S. ALAN LIU | ||||||||
| S. Alan Liu President and Chief Executive Officer of XPLR Infrastructure, LP | ||||||||
| JESSICA GEOFFROY | ||||||||
| Jessica Geoffroy Chief Financial Officer of XPLR Infrastructure, LP | ||||||||
A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).