XPLR Infrastructure (XIFR) director reports restricted unit grant and tax withholding

Rhea-AI Filing Summary

XPLR Infrastructure director Mark E. Hickson reported two equity transactions in common units representing limited partner interests. On February 18, 2025, he acquired 32,232 restricted common units at $0 pursuant to the issuer's 2024 Long Term Incentive Plan, bringing his holdings to 58,036 units held directly. On February 9, 2026, 3,887 units were disposed of at $10.18 per unit as a tax-withholding disposition on vesting of earlier restricted unit grants, leaving him with 54,149 common units owned directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hickson Mark E

(Last) (First) (Middle)

C/O XPLR INFRASTRUCTURE, LP

700 UNIVERSE BLVD

(Street)

JUNO BEACH FL 33408

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XPLR Infrastructure, LP [ XIFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units Representing Limited Partner Interests	02/18/2025		A(1)		32,232	A	$0	58,036	D
Common Units Representing Limited Partner Interests	02/09/2026		F(2)		3,887	D	$10.18	54,149	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted Common units granted pursuant to Issuer's 2024 Long Term Incentive Plan, exempt under Rule 16b-3.

2. Restricted units withheld by Issuer to satisfy tax withholding obligations on vesting of restricted units granted February 22, 2023, February 20, 2024 and February 18, 2025.

	David Flechner (Attorney-in-Fact)	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Mark E. Hickson report at XPLR Infrastructure (XIFR)?

Mark E. Hickson reported an equity award and a tax-related disposition. He received 32,232 restricted common units on February 18, 2025, then had 3,887 units withheld on February 9, 2026 to cover tax obligations tied to vesting of prior restricted unit grants.

How many XPLR Infrastructure (XIFR) units did Mark E. Hickson receive in his equity grant?

He was granted 32,232 restricted common units on February 18, 2025. The grant was made at a price of $0 per unit under the issuer’s 2024 Long Term Incentive Plan and increased his directly held position at that time to a total of 58,036 common units.

What was the purpose of the 3,887 XIFR units disposed of by Mark E. Hickson?

The 3,887 common units disposed of on February 9, 2026 were withheld by the issuer to satisfy tax withholding obligations. These obligations arose upon vesting of restricted units originally granted on February 22, 2023, February 20, 2024, and February 18, 2025.

How many XPLR Infrastructure (XIFR) common units does Mark E. Hickson hold after these transactions?

After the reported tax-withholding disposition on February 9, 2026, Mark E. Hickson beneficially owns 54,149 common units representing limited partner interests. The filing classifies this ownership as direct, with no nature of indirect beneficial ownership noted in the provided information.

Under which plan were Mark E. Hickson’s restricted XIFR units granted?

The 32,232 restricted common units granted on February 18, 2025 were issued under the issuer’s 2024 Long Term Incentive Plan. The filing notes these restricted common units are exempt under Rule 16b-3, indicating they are part of a structured equity compensation arrangement for insiders.

What price per unit is reported for Mark E. Hickson’s tax-withholding disposition in XIFR units?

For the February 9, 2026 tax-withholding disposition, the filing reports a price of $10.18 per common unit. This price applies to the 3,887 units withheld by the issuer to cover tax liabilities arising from the vesting of previously granted restricted units.