Subsidiary prices $750M 2034 senior unsecured notes (XIFR)

Rhea-AI Filing Summary

XPLR Infrastructure, LP reported that its direct subsidiary, XPLR Infrastructure Operating Partners, LP, has priced $750 million in aggregate principal amount of senior unsecured notes due 2034. The notes were priced in a private offering that is exempt from the registration requirements of the Securities Act of 1933.

The company furnished a press release as Exhibit 99.1 with additional details. The update was disclosed under Item 8.01 (Other Events), indicating an informational announcement about this financing.

Insights

Debt capital markets analyst

$750M senior notes priced by subsidiary; private placement.

XPLR Infrastructure Operating Partners, LP priced $750 million senior unsecured notes due 2034. The announcement confirms execution in the private markets, exempt from Securities Act registration, which typically targets qualified institutional buyers.

Senior unsecured notes sit above equity but below secured debt in priority. Maturity in 2034 suggests longer-term funding, though coupon, covenants, and use of proceeds are not detailed in the excerpt.

The attached Exhibit 99.1 is the primary source for terms. Subsequent filings may provide the final terms and any related indenture or covenant disclosures.

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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:  November 12, 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 8 – OTHER EVENTS

Item 8.01 Other Events

On November 12, 2025, XPLR Infrastructure, LP issued a press release announcing the pricing of $750 million in aggregate principal amount of senior unsecured notes due in 2034 by its direct subsidiary, XPLR Infrastructure Operating Partners, LP, in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits.

Exhibit Number						Description
99.1						XPLR Infrastructure, LP News Release dated November 12, 2025
101						Interactive data files for this Form 8-K formatted in Inline XBRL
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  November 12, 2025

XPLR INFRASTRUCTURE, LP

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Controller

(Principal Accounting Officer)

FAQ

What did XIFR announce in this 8-K?

XPLR Infrastructure announced the pricing of $750 million senior unsecured notes due 2034 by its subsidiary in a private offering.

Which entity issued the notes related to XIFR?

The issuer is XPLR Infrastructure Operating Partners, LP, a direct subsidiary of XPLR Infrastructure, LP.

What are the key terms disclosed for the new debt?

The filing discloses $750 million aggregate principal amount of senior unsecured notes due 2034.

Was the offering registered with the SEC?

No. The notes were priced in a private offering exempt from the registration requirements of the Securities Act of 1933.

Where can I find more details on the XIFR notes offering?

See the press release attached as Exhibit 99.1 to the 8-K.

What is XIFR’s exchange listing and symbol?

Common units trade on the NYSE under the symbol XIFR.