[8-K] XPLR Infrastructure, LP Reports Material Event

Rhea-AI Filing Summary

XPLR Infrastructure, LP completed a sale of its interests in Meade Pipeline Co, LLC and related entities on September 22, 2025, receiving approximately $1.1 billion in cash. The sellers were indirect subsidiaries of XPLR and the buyers were APC Holdings II, L.P. and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management LLC. The filing states unaudited pro forma consolidated statements of income and balance sheet are filed as Exhibit 99.1 to illustrate the effect of the sale for the years ended December 31, 2024, 2023 and 2022 and for the six months ended June 30, 2025.

Positive

• Completed sale generated approximately $1.1 billion in cash proceeds
• Transaction appears fully closed on September 22, 2025
• Pro forma financial statements (Exhibit 99.1) are provided to illustrate the sale's historical impact

Negative

• None.

Insights

M&A Specialist

TL;DR: XPLR monetized a pipeline investment for sizable cash proceeds, reallocating capital via a divestiture to Ares-managed affiliates.

The transaction is a clear asset monetization: XPLR sold its indirect interests in Meade Pipeline Co and related entities to affiliates of Ares Management for approximately $1.1 billion in cash. Such a disposal materially affects balance sheet liquidity and ownership of midstream pipeline exposure. The filing references pro forma financial statements to show the impact on income and balance sheet for multiple historical periods and the six months ended June 30, 2025, indicating management and auditors consider the sale material to historical comparability. No details on use of proceeds, tax treatment, or allocation of sale consideration are provided in the text.

Financial Analyst

TL;DR: A material disposition that increases cash liquidity by ~$1.1B and will change reported historical financials as shown in pro forma exhibits.

The report documents a completed sale that will alter XPLR's asset base and historical results; the attached pro forma statements (Exhibit 99.1) are intended to quantify those effects for investors. The filing does not disclose proceeds allocation, debt paydown, or reinvestment plans, nor operating impacts such as lost revenue or adjustments to ongoing cash flows. Investors must review Exhibit 99.1 for quantified pro forma impacts; the 8-K itself provides only transaction parties, assets sold, and cash consideration.

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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:  September 22, 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 2.01 Completion of Acquisition or Disposition of Assets

On September 22, 2025, Meade Pipeline Investment, LLC, Redwood Midstream, LLC and River Road Interests LLC (the sellers), all indirect subsidiaries of XPLR Infrastructure, LP (XPLR), completed the sale of the sellers' interests in Meade Pipeline Co, LLC (Meade), which owned an investment in natural gas pipeline assets in Pennsylvania, and Redwood Meade Midstream MPC, LLC, which owned a 15% interest in Meade, to APC Holdings II, L.P. and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management LLC or one of its affiliates under the previously disclosed purchase and sale agreement dated August 7, 2025. XPLR received total cash consideration of approximately $1.1 billion.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(b)    Pro Forma Financial Information.

Unaudited pro forma consolidated statements of income and balance sheet (pro forma financial statements) of XPLR to illustrate the effect of the sale of the Meade pipeline investment for the years ended December 31, 2024, 2023 and 2022, and as of and for the six months ended June 30, 2025 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

(d)    Exhibits.

Exhibit Number						Description
99.1						Unaudited pro forma consolidated financial statements of XPLR for the years ended December 31, 2024, 2023 and 2022 and as of and for the six months ended June 30, 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: September 24, 2025

XPLR INFRASTRUCTURE, LP

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Controller

(Principal Accounting Officer)

FAQ

What did XIFR sell in this 8-K?

XPLR sold its indirect interests in Meade Pipeline Co, LLC and related entities including Redwood Meade Midstream MPC, LLC which held a 15% interest in Meade.

Who bought the Meade pipeline interests from XPLR?

The buyers were APC Holdings II, L.P. and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management LLC.

How much cash did XPLR receive from the sale?

XPLR received approximately $1.1 billion in total cash consideration.

Are there financial statements showing the sale's effect?

Yes. Unaudited pro forma consolidated statements of income and balance sheet are filed as Exhibit 99.1 to illustrate the effect for years ended December 31, 2024, 2023, 2022 and the six months ended June 30, 2025.

When was the sale completed?

The sale was completed on September 22, 2025.