XPLR Infrastructure (NYSE: XIFR) outlines $550M Glenn loan and $169M subsidiary debt

Rhea-AI Filing Summary

XPLR Infrastructure, LP reported new project-level debt financing entered into by its indirect subsidiaries. On December 19, 2025, Glenn Portfolio Holdings, LLC closed an approximately $550 million limited-recourse senior secured variable rate term loan facility maturing in December 2030, with borrowings subject to specified conditions. Interest is based on an underlying index plus a margin, paid quarterly, with principal partially amortizing semi-annually, and Glenn Holdings plans to use interest rate swaps to hedge interest payments. The loan is secured by all assets and equity interests of Glenn Holdings and its subsidiaries, which are expected to include renewable energy projects with about 544 MW of net generating capacity. In addition, on December 18, 2025, other indirect subsidiaries borrowed about $169 million under two similar term loan facilities, with approximately $105 million still available as of December 19, 2025, consistent with XPLR’s previously outlined 2025-2026 financing plan.

Insights

Project finance and capital structure analyst

XPLR adds over $700M in project-level loans consistent with its plan.

The disclosure shows indirect subsidiaries of XPLR Infrastructure, LP putting in place significant limited-recourse financing tied to renewable projects. Glenn Portfolio Holdings, LLC entered an approximately $550 million senior secured variable rate term loan maturing in December 2030, while other subsidiaries drew about $169 million under two similar facilities with a further $105 million available as of December 19, 2025.

These loans are secured by all assets and equity interests of Glenn Holdings and its subsidiaries, expected to include projects with around 544 MW of net generating capacity. The structure is limited-recourse, which typically contains financial and operational covenants and confines lenders’ claims primarily to the financed assets. The agreement includes standard default and acceleration provisions related to payment failures, covenant breaches, and certain bankruptcy events.

The loans carry variable interest based on an underlying index plus a margin, with quarterly interest and semi-annual principal amortization. Glenn Holdings plans to enter into interest rate swaps to hedge interest rate movements related to the new loan, which may reduce cash flow volatility from rate changes. The company notes that these financings align with its previously outlined 2025-2026 financing plan, suggesting they are part of an expected capital strategy rather than a change in direction.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported:  December 19, 2025

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

1-36518

XPLR INFRASTRUCTURE, LP

30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

State or other jurisdiction of incorporation or organization:  Delaware

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Units

XIFR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On December 19, 2025, Glenn Portfolio Holdings, LLC (Glenn Holdings), an indirect subsidiary of XPLR Infrastructure, LP (XPLR), entered into an approximately $550 million limited-recourse senior secured variable rate term loan facility maturing in December 2030 with borrowings thereunder subject to specified conditions. Interest on the borrowings will be based on an underlying index plus a specified margin, payable quarterly, and the principal will be partially amortizing on a semi-annual basis. Upon funding of the loan, Glenn Holdings plans to enter into interest rate swaps to hedge against interest rate movements with respect to interest payments on the loan. The loan is secured by all of the assets of, and the equity interests in, Glenn Holdings and its subsidiaries, which are expected to include renewable energy projects with a combined net generating capacity of approximately 544 MW. The loan agreement contains default and related acceleration provisions for the failure to make required payments, failure to comply with certain covenants, certain bankruptcy related events, and other actions by Glenn Holdings or other parties as specified in the loan agreement.

Additionally, on December 18, 2025, indirect subsidiaries of XPLR borrowed a total of approximately $169 million under two limited-recourse senior secured variable rate term loan facilities. As of December 19, 2025, a total of approximately $105 million was available under these two facilities, subject to specified conditions.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

The information set forth in Item 2.03 of this Current Report on Form 8-K regarding project-level financings is consistent with XPLR’s expected 2025-2026 financing plan as previously outlined in its third quarter 2025 earnings materials.

This Form 8-K includes references to forward-looking statements within the meaning of the federal securities laws. Actual results could differ materially from such forward-looking statements. The factors that could cause actual results to differ are discussed in XPLR’s SEC filings.

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:  December 19, 2025

XPLR INFRASTRUCTURE, LP

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Controller

(Principal Accounting Officer)

FAQ

What new financing did XPLR Infrastructure (XIFR) disclose in this 8-K?

XPLR Infrastructure disclosed that Glenn Portfolio Holdings, LLC, an indirect subsidiary, entered into an approximately $550 million limited-recourse senior secured variable rate term loan facility maturing in December 2030, and other indirect subsidiaries borrowed about $169 million under two similar facilities.

How is the new $550 million loan to Glenn Portfolio Holdings structured?

The approximately $550 million loan is a limited-recourse senior secured variable rate term facility. Interest is based on an underlying index plus a specified margin and is payable quarterly, while principal is partially amortizing on a semi-annual basis and the facility matures in December 2030.

What assets secure the new Glenn Holdings loan for XPLR Infrastructure (XIFR)?

The loan is secured by all of the assets of, and the equity interests in, Glenn Portfolio Holdings, LLC and its subsidiaries, which are expected to include renewable energy projects with a combined net generating capacity of approximately 544 MW.

Does XPLR Infrastructure plan to hedge interest rate risk on the new loan?

Yes. Upon funding of the approximately $550 million loan, Glenn Portfolio Holdings, LLC plans to enter into interest rate swaps to hedge against interest rate movements related to interest payments on the loan.

How much additional borrowing capacity remains under XPLR’s other project loan facilities?

Under the two other limited-recourse senior secured variable rate term loan facilities used by indirect subsidiaries, a total of approximately $105 million was available as of December 19, 2025, subject to specified conditions.

How do these financings fit into XPLR Infrastructure’s overall plan?

XPLR Infrastructure stated that the project-level financings described, including the approximately $550 million and $169 million term loan facilities, are consistent with its expected 2025-2026 financing plan previously outlined in its third quarter 2025 earnings materials.