XPLR Infrastructure sets $300M at-the-market plan
Rhea-AI Filing Summary
XPLR Infrastructure, LP has established a renewed at-the-market equity issuance program under a new Distribution Agency Agreement with Barclays Capital Inc., KeyBanc Capital Markets Inc. and Scotia Capital (USA) Inc.
The partnership may, from time to time, offer and sell common units with an aggregate sales price of up to $300,000,000 through one of these firms acting as sales agent or to them as principal. Any units sold will be issued under XPLR’s effective shelf registration statement on Form S-3. The filing also attaches the agency agreement and a legal opinion on the validity of the offered units as exhibits.
Positive
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Negative
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
ATM program size: $300,000,000
Registration statement number: 333-294702
Agreement date: April 7, 2026
3 metrics
ATM program size
$300,000,000
Maximum aggregate sales price of common units under Distribution Agency Agreement
Registration statement number
333-294702
Form S-3 shelf registration covering offered common units
Agreement date
April 7, 2026
Date of Distribution Agency Agreement with sales agents
Key Terms
at-the-market equity issuance program, Distribution Agency Agreement, Registration Statement on Form S-3, Inline XBRL, +1 more
5 terms
at-the-market equity issuance program financial
"in connection with XPLR’s renewed at-the-market equity issuance program"
A program that lets a company sell newly issued shares directly into the open market at the current trading price, rather than in one large block. Investors should care because it’s a flexible way for a company to raise cash over time—think of filling a bucket with a steady stream instead of dumping a bucket at once—which can dilute existing shares gradually and may put downward pressure on the stock if large amounts are sold.
Distribution Agency Agreement financial
"entered into a Distribution Agency Agreement (the Agreement) with Barclays Capital Inc."
Registration Statement on Form S-3 regulatory
"will be issued pursuant to XPLR’s Registration Statement on Form S-3 (No. 333-294702)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Inline XBRL technical
"Interactive data files for this formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
opinion of Morgan, Lewis & Bockius LLP legal
"Opinion of Morgan, Lewis & Bockius LLP with respect to the issuance and sale"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did XPLR Infrastructure (XIFR) announce in this 8-K filing?
XPLR Infrastructure, LP established a renewed at-the-market equity issuance program. It entered a Distribution Agency Agreement allowing sales of common units up to $300,000,000 through designated financial institutions, under its existing Form S-3 shelf registration statement.
How large is XPLR Infrastructure’s new at-the-market program?
The program permits XPLR Infrastructure, LP to sell common units with an aggregate sales price not exceeding $300,000,000. These units may be issued from time to time through appointed sales agents or sold directly to them acting as principal counterparties.
Which banks are acting as agents in XIFR’s at-the-market offering?
Barclays Capital Inc., KeyBanc Capital Markets Inc. and Scotia Capital (USA) Inc. will act as agents. They may sell XPLR Infrastructure’s common units in ordinary trading or buy them as principals under the Distribution Agency Agreement dated April 7, 2026.
Under which registration statement will XPLR’s offered units be issued?
Any common units sold under the program will be issued pursuant to XPLR Infrastructure, LP’s Registration Statement on Form S-3, file number 333-294702. This shelf registration allows the partnership to issue securities over time, including through the at-the-market program.
What key exhibits are included with this XIFR 8-K filing?
The filing includes the Distribution Agency Agreement as Exhibit 1, a legal opinion from Morgan, Lewis & Bockius LLP on the offered units as Exhibit 5, and Inline XBRL interactive data files, including the cover page data file, as Exhibits 101 and 104.
Does this 8-K itself sell XPLR Infrastructure (XIFR) units?
The 8-K does not itself sell units; it discloses the renewed at-the-market program and related agreements. Actual sales of common units up to $300,000,000 may occur later, from time to time, under the Distribution Agency Agreement and existing Form S-3 registration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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: April 7, 2026
| 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 | ||||||||||||
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:
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 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 April 7, 2026, XPLR Infrastructure, LP (XPLR) entered into a Distribution Agency Agreement (the Agreement) with Barclays Capital Inc., KeyBanc Capital Markets Inc. and Scotia Capital (USA) Inc. (the Agents) in connection with XPLR’s renewed at-the-market equity issuance program. Pursuant to the Agreement, XPLR may offer and sell, from time to time, common units, having an aggregate sales price not to exceed $300,000,000, through an Agent or to an Agent as principal.
Any units offered under the Agreement will be issued pursuant to XPLR’s Registration Statement on Form S-3 (No. 333-294702).
In connection with the Agreement, this Current Report on Form 8-K is being filed to report certain documents as exhibits.
The foregoing description is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 1 to this Current Report on Form 8-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 1 | Distribution Agency Agreement, dated April 7, 2026, among XPLR Infrastructure, LP, Barclays Capital Inc., KeyBanc Capital Markets Inc. and Scotia Capital (USA) Inc. | |||||||
| 5 | Opinion of Morgan, Lewis & Bockius LLP with respect to the issuance and sale of the offered units | |||||||
| 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: April 7, 2026
XPLR INFRASTRUCTURE, LP | |||||
| (Registrant) | |||||
| WILLIAM J. GOUGH | |||||
| William J. Gough Controller (Principal Accounting Officer) | |||||