XPLR Infrastructure (XIFR) funds $315M battery JVs, renews $300M ATM

Rhea-AI Filing Summary

XPLR Infrastructure reported new financing and investment actions tied to its battery storage growth plans. Indirect subsidiaries borrowed approximately $174 million on March 27, 2026 under a limited-recourse senior secured variable rate term loan facility, with about $376 million still available as of that date, subject to conditions.

On March 26, 2026, subsidiary XPLR Infrastructure Operating Partners, LP irrevocably exercised co-investment options with a NextEra Energy Resources affiliate to take a 49% equity interest in each of four battery storage joint ventures. XPLR OpCo’s total commitment after exercising these options is estimated at about $315 million, expected to be funded using asset-level financing proceeds and sales of certain interconnection assets and rights.

The company also plans to renew its at-the-market equity issuance program, which is set to expire on March 28, 2026, to allow future sales of common units with an aggregate sales price of up to $300 million to support liquidity and capital needs.

Insights

Infrastructure and capital structure analyst

XPLR lines up debt, asset sales and equity capacity to fund $315M battery JV build-out.

XPLR Infrastructure is combining project-level debt, asset monetization and potential equity issuance to finance expansion into four battery storage joint ventures. Subsidiaries drew about $174 million on a limited-recourse term loan, with roughly $376 million still available, which localizes risk at the project level.

Exercising options for a 49% stake in each joint venture creates an estimated $315 million commitment tied to developing, constructing and operating separate battery storage projects. The company expects to fund this largely from asset-level financing and sales of interconnection assets and rights to either the joint ventures or the NextEra Energy Resources affiliate.

XPLR also intends to renew its at-the-market equity program to allow sales of up to $300 million of common units. This adds a flexible liquidity backstop but could introduce equity issuance depending on future capital needs and market conditions disclosed in subsequent filings.

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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:  March 26, 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

1-36518

XPLR INFRASTRUCTURE, LP

30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4700

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 March 27, 2026, indirect subsidiaries of XPLR Infrastructure, LP (XPLR) borrowed a total of approximately $174 million under a limited-recourse senior secured variable rate term loan facility. As of March 27, 2026, approximately $376 million was available under the facility, subject to specified conditions.

SECTION 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On March 26, 2026, XPLR Infrastructure Operating Partners, LP (XPLR OpCo), a subsidiary of XPLR, delivered the investment option exercise notices (Notices) to NextEra Energy Resources Development, LLC, a subsidiary of NextEra Energy Resources, LLC (NEER), irrevocably electing to exercise the co-investment options under the Interconnection Sales and Co-Investment Agreement (Agreement) entered into on February 10, 2026. The Notices state that XPLR OpCo will invest for a 49% equity interest in each of four joint ventures which will each develop, construct and operate a separate battery storage project. XPLR OpCo’s total commitment after exercising these options is estimated to be approximately $315 million, which, after consideration of asset-level financing proceeds, is expected to be funded through the sale of certain of XPLR OpCo’s subsidiaries' interconnection assets and rights to either NEER or the joint ventures.

Additionally, XPLR has an at-the-market equity issuance program (ATM program) most recently renewed in March 2023, which will expire on March 28, 2026. XPLR intends to renew its ATM program to provide XPLR the ability to offer and sell from time to time its common units having an aggregate sales price of up to $300 million in order to support XPLR’s liquidity and capital needs as discussed in XPLR’s Form 10-K for the year ended December 31, 2025.

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:  March 27, 2026

XPLR INFRASTRUCTURE, LP

(Registrant)

WILLIAM J. GOUGH

William J. Gough

Controller

(Principal Accounting Officer)

FAQ

What new debt did XPLR Infrastructure (XIFR) incur in this 8-K?

Indirect subsidiaries of XPLR Infrastructure borrowed approximately $174 million on March 27, 2026 under a limited-recourse senior secured variable rate term loan facility. As of that date, about $376 million remained available under the facility, subject to specified conditions.

How large is XPLR Infrastructure’s commitment to the new battery storage joint ventures?

XPLR Infrastructure Operating Partners, LP estimates a total commitment of about $315 million after exercising co-investment options for a 49% equity interest in each of four battery storage joint ventures. These ventures will develop, construct and operate separate battery storage projects under the existing agreement.

How does XPLR Infrastructure plan to fund the $315 million battery JV commitment?

The $315 million commitment is expected to be funded through asset-level financing proceeds and sales of certain subsidiaries’ interconnection assets and rights. These proceeds are anticipated to come from transactions with either the joint ventures themselves or the NextEra Energy Resources affiliate party to the agreement.

What is XPLR Infrastructure’s relationship with NextEra Energy Resources in this filing?

Subsidiary XPLR Infrastructure Operating Partners, LP exercised co-investment options under an Interconnection Sales and Co-Investment Agreement with NextEra Energy Resources Development, LLC, a NextEra Energy Resources affiliate. This election gives XPLR OpCo a 49% equity interest in each of four battery storage joint ventures described in the agreement.

What does the renewal of XPLR Infrastructure’s ATM equity program involve?

XPLR Infrastructure intends to renew its at-the-market equity issuance program, which expires March 28, 2026. The renewed program would permit the company to offer and sell common units with an aggregate sales price of up to $300 million to support liquidity and capital needs discussed in its Form 10-K.

Does the term loan facility at XPLR Infrastructure have full recourse to the company?

The borrowing is described as a limited-recourse senior secured variable rate term loan facility used by indirect subsidiaries. Limited recourse typically confines lenders’ claims to specified collateral or entities, which can help isolate project-level risk away from the broader partnership.

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB