[SCHEDULE 13G/A] XPLR Infrastructure, LP SEC Filing

Rhea-AI Filing Summary

Apollo-affiliated investors report ownership of 4,982,072 common units of XPLR Infrastructure, LP, representing 5.3% of the outstanding common units (based on 94,001,017 units outstanding as disclosed by the issuer). The reported interest is held with shared voting and shared dispositive power, and the filing lists numerous Apollo-managed funds, advisors and holding entities that collectively comprise the Reporting Persons.

The filing includes a certification that the securities were not acquired to change or influence control of the issuer and contains a joint filing agreement among the Reporting Persons. Several Apollo entities disclaim beneficial ownership beyond the record holdings reported.

Positive

• Apollo-affiliated group discloses a clear, aggregated 5.3% stake in XPLR Infrastructure, LP, meeting regulatory transparency requirements
• Ownership is reported with shared voting and dispositive power, clarifying how voting influence is allocated among related entities
• Percent calculation is disclosed using 94,001,017 common units outstanding, providing explicit context for the stake size

Negative

• None.

Insights

Financial Analyst

TL;DR: Apollo group disclosed a material 5.3% stake in XPLR, a notable passive position for investors to track.

The Schedule 13G/A shows the Apollo reporting group collectively holds 4,982,072 common units or 5.3% of XPLR Infrastructure, LP, with the position recorded as shared voting and dispositive power rather than sole control. The percentage is calculated using 94,001,017 common units outstanding as of the issuer's proxy. Because the filing is a 13G/A and includes a certification that holdings are not intended to change control, this appears to be a passive disclosure rather than an activist move. For market participants, a >5% disclosure is material because it crosses regulatory reporting thresholds and signals a meaningful institutional stake without asserting control intent.

Corporate Governance Expert

TL;DR: The filing documents a coordinated Apollo group ownership exceeding 5%, disclosed as passive with shared voting rights.

The report names many related funds, managers and holding companies, clarifying the governance and advisory relationships among Reporting Persons. Shared voting and dispositive power across affiliated entities suggests centralized portfolio management while individual funds disclaim broader beneficial ownership beyond record holdings. The explicit certification that the securities were not acquired to influence control is important for governance signaling; nevertheless, a 5.3% aggregated stake merits attention from the issuer's board and institutional investors given the scale and concentration within a single asset manager group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

XPLR Infrastructure, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

65341B106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Management Holdings GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,982,072.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,982,072.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,982,072.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

AAA Multi-Asset Credit Strategies Fund (Z), L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 691,233.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 691,233.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

691,233.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

AAA Multi-Asset Credit Strategies Lux Fund (Z), L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 61,441.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 61,441.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

61,441.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Aligned Alternatives Advisors, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 752,674.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 752,674.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

752,674.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Accord+ II Aggregator A, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,340,664.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,340,664.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,340,664.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Accord+ II Advisors, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,340,664.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,340,664.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,340,664.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Accord+ Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,340,664.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,340,664.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,340,664.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Accord+ Management GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,340,664.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,340,664.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,340,664.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Atlas Master Fund, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 71,942.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 71,942.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

71,942.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Atlas Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 71,942.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 71,942.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

71,942.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Debt Solutions BDC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Credit Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 94,145.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 94,145.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

94,145.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Capital Credit Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 94,145.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 94,145.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

94,145.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Calliope Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 610,119.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 610,119.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

610,119.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

AP Calliope GP, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 610,119.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 610,119.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

610,119.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.7 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Calliope Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 610,119.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 610,119.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

610,119.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Credit Strategies Absolute Return Aggregator A, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 226,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 226,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

226,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Credit Strategies Absolute Return Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 226,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 226,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

226,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Credit Strategies Absolute Return Management GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 226,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 226,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

226,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Credit Strategies Absolute Return Advisors, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 226,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 226,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

226,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Credit Strategies Absolute Return Advisors GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 226,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 226,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

226,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

APH Holdings (FC), L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 226,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 226,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

226,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Principal Holdings C GP, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 226,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 226,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

226,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Credit Strategies Master Fund Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 792,996.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 792,996.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

792,996.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.8 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo ST Fund Management LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 792,996.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 792,996.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

792,996.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo ST Operating LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 792,996.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 792,996.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

792,996.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo ST Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 792,996.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 792,996.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

792,996.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

ST Management Holdings, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 792,996.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 792,996.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

792,996.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Delphi Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 369,396.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 369,396.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

369,396.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Delphi Advisors, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 369,396.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 369,396.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

369,396.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Delphi Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 369,396.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 369,396.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

369,396.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Delphi Management GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 369,396.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 369,396.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

369,396.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Excelsior, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 165,172.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 165,172.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

165,172.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Excelsior Advisors, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 165,172.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 165,172.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

165,172.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Excelsior Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 165,172.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 165,172.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

165,172.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Excelsior Management GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 165,172.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 165,172.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

165,172.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Moultrie Credit Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 67,302.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 67,302.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

67,302.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Moultrie Credit Fund Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 67,302.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 67,302.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

67,302.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Moultrie Credit Fund Advisors, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 67,302.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 67,302.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

67,302.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Moultrie Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 67,302.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 67,302.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

67,302.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

APH Holdings (DC), L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 67,302.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 67,302.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

67,302.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Principal Holdings B GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 67,302.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 67,302.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

67,302.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo PPF Credit Strategies, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 151,140.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 151,140.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

151,140.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo PPF Credit Strategies Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 151,140.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 151,140.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

151,140.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo SA Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 85,621.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 85,621.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

85,621.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Capital Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,982,072.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,982,072.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,982,072.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Capital Management GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,982,072.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,982,072.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,982,072.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 65341B106

1

Names of Reporting Persons

Apollo Management Holdings, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,982,072.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,982,072.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,982,072.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: XPLR Infrastructure, LP
(b)	Address of issuer's principal executive offices: 700 Universe Boulevard Juno Beach, FL, 33408
Item 2.
(a)	Name of person filing: This statement is filed by (i) AAA Multi-Asset Credit Strategies Fund (Z), L.P. ("Multi-Asset"); (ii) AAA Multi- Asset Credit Strategies Lux Fund (Z), L.P. ("Multi-Asset Lux"); (iii) Apollo Aligned Alternatives Advisors, L.P. ("Aligned Alternatives"); (iv) Apollo Accord+ II Aggregator A, L.P. ("Accord+ II"); (v) Apollo Accord+ II Advisors, L.P. ("Accord+ II Advisors"); (vi) Apollo Accord+ Management, L.P. ("Accord+ Management"); (vii) Apollo Accord+ Management GP, LLC ("Accord+ Management GP"); (viii) Apollo Atlas Master Fund, LLC ("Atlas"); (ix) Apollo Atlas Management, LLC ("Atlas Management"); (x) Apolo Debt Solutions BDC ("Debt Solutions"); (xi) Apollo Credit Management, LLC ("ACM"); (xii) Apollo Capital Credit Management, LLC ("ACCM"); (xiii) Apollo Calliope Fund, L.P. ("Calliope"); (xiv) AP Calliope GP, L.P. ("Calliope GP"); (xv) Apollo Calliope Management, LLC ("Calliope Management"); (xvi) Apollo Credit Strategies Absolute Return Aggregator A, L.P. ("Absolute Return"); (xvii) Apollo Credit Strategies Absolute Return Management, L.P. ("Absolute Return Management"); (xviii) Apollo Credit Strategies Absolute Return Management GP, LLC ("Absolute Return Management GP"); (xix) Apollo Credit Strategies Absolute Return Advisors, L.P. ("Absolute Return Advisors"); (xx) Apollo Credit Strategies Absolute Return Advisors GP, LLC ("Absolute Return Advisors GP"); (xxi) APH Holdings (FC), L.P. ("APH FC"); (xxii) Apollo Principal Holdings C GP, Ltd. ("APH C"); (xxiii) Apollo Credit Strategies Master Fund Ltd. ("Credit Strategies"); (xxiv) Apollo ST Fund Management LLC ("ST Management"); (xxv) Apollo ST Operating LP ("ST Operating"); (xxvi) Apollo ST Capital LLC ("ST Capital"); (xxvii) ST Management Holdings, LLC ("ST Management Holdings"); (xxviii) Apollo Delphi Fund, L.P. ("Delphi"); (xxix) Apollo Delphi Advisors, LLC ("Delphi Advisors"); (xxx) Apollo Delphi Management, L.P. ("Delphi Management"); (xxxi) Apollo Delphi Management GP, LLC ("Delphi Management GP"); (xxxii) Apollo Excelsior, L.P. ("Excelsior"); (xxxiii) Apollo Excelsior Advisors, L.P. ("Excelsior Advisors"); (xxxiv) Apollo Excelsior Management, L.P. ("Excelsior Management"); (xxxv) Apollo Excelsior Management GP, LLC ("Excelsior Management GP"); (xxxvi) Apollo Moultrie Credit Fund, L.P. ("Moultrie"); (xxxvii) Apollo Moultrie Credit Fund Management, LLC ("Moultrie Management"); (xxxviii) Apollo Moultrie Credit Fund Advisors, L.P. ("Moultrie Advisors"); (xxxix) Apollo Moultrie Capital Management, LLC ("Moultrie Capital Management"); (xl) APH Holdings (DC), L.P. ("APH DC"); (xli) Apollo Principal Holdings B GP, LLC ("APH B"); (xlii) Apollo PPF Credit Strategies, LLC ("PPF Credit Strategies"); (xliii) Apollo PPF Credit Strategies Management, LLC ("PPF Management"); (xli) (xliv) Apollo SA Management, LLC ("SA Management"); (xlv) Apollo Capital Management, L.P. ("Capital Management"); (xlvi) Apollo Capital Management GP, LLC ("Capital Management GP"); (xlvii) Apollo Management Holdings, L.P. ("Management Holdings"); and (xlviii) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons." Multi-Asset, Multi-Asset Lux, Accord+ II, Atlas, Debt Solutions, Calliope, Absolute Return, Credit Strategies, Delphi, Excelsior, Moultrie, and PPF Credit Strategies each hold securities of the Issuer. Aligned Alternatives serves as the general partner of Multi-Asset and Multi-Asset Lux. Accord+ II Advisors serves as the general partner of Accord+ II. Accord+ Management serves as the investment manager of Accord+ II. Accord + Management GP serves as the general partner of Accord + Management. Atlas Management serves as the investment manager of Atlas. ACM serves as the investment advisor to Debt Solutions. ACCM is the sole member of ACM. Calliope GP serves as the general partner of Calliope. Calliope Management serves as the investment manager of Calliope. Absolute Return Management serves as the investment manager of Absolute Return. Absolute Return Management GP is the general partner of Absolute Return Management. Absolute Return Advisors serves as the general partner of Absolute Return. Absolute Return Advisors GP serves as the general partner of Absolute Return Advisors. APH FC is the managing member of Absolute Return Advisors GP. APH C is the general partner of APH FC. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. Delphi Advisors is the general partner of Delphi. Delphi Management serves as the investment manager of Delphi. Delphi Management GP is the general partner of Delphi Management. Excelsior Advisors is the general partner of Excelsior. Excelsior Management serves as the investment manager of Excelsior. Excelsior Management GP is the general partner of Excelsior Management. Moultrie Management serves as the investment manager of Moultrie. Moultrie Advisors serves as the general partner of Moultrie. Moultrie Capital Management serves as the general partner of Moultrie Advisors. APH DC is the sole member of Moultrie Capital Management. APH B is the general partner of APH DC. PPF Management serves as the investment manager of PPF Credit Strategies. ACM provides investment management services for FASF Franklin K2 Alternative Strategies Fund ("FASF - Franklin K2"). ACCM is the sole member of ACM. SA Management provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund ("FTIF - Franklin K2"). Capital Management serves as the sole member of Atlas Management, Absolute Return Management GP, Moultrie Management, PPF Management, ACCM, and SA Management; as the sole member and manager of Aligned Alternatives, Accord+ Management GP, Calliope Management, ST Management Holdings, Delphi Management GP, Excelsior Management GP; and as the sole limited partner of Accord+ Management; and provides investment management services for K2 Apollo Credit Master Fund Ltd. ("K2 Apollo"). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.
(b)	Address or principal business office or, if none, residence: The address of the principal office of each of Credit Strategies and Absolute Return Advisors GP is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. The address of the principal office of each of Multi-Asset, Multi-Asset Lux, Aligned Alternatives, Accord+ II, Accord+ II Advisors, Accord+ Management, Accord+ Management GP, Atlas, Atlas Management, Debt Solutions, ACM, ACCM, Calliope, Calliope GP, Calliope Management, Absolute Return, Absolute Return Management, Absolute Return Management GP, Absolute Return Advisors, APH FC, APH C, ST Management, ST Operating, ST Capital, ST Management Holdings, Delphi, Delphi Advisors, Delphi Management, Delphi Management GP, Excelsior, Excelsior Management, Excelsior Management GP, Moultrie, Moultrie Management, Moultrie Advisors, Moultrie Capital Management, APH DC, APH B, PPF Credit Strategies, PPF Management, SA Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 41st Floor, New York, New York 10019.
(c)	Citizenship: Atlas, Credit Strategies, Absolute Return Advisors GP, APH C, and ST Management Holdings are each an exempted company incorporated in the Cayman Islands with limited liability. Aligned Alternatives, Accord+ II Advisors, Calliope GP, Absolute Return, Absolute Return Advisors, APH FC, and APH DC are each a Cayman Islands exempted limited partnership. Accord+ Management GP, Atlas Management, Calliope Management, Absolute Return Management GP, ST Management, ST Capital, Delphi Advisors, Delphi Management GP, Excelsior Management GP, Moultrie Management, Moultrie Capital Management, APH B, PPF Credit Strategies, PPF Management, ACM, ACCM, SA Management, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. Multi-Asset, Multi-Asset Lux, Accord+ II, Accord+ Management, Calliope, Absolute Return Management, ST Operating, Delphi, Delphi Management, Excelsior, Excelsior Advisors, Excelsior Management, Moultrie, Moultrie Advisors, Capital Management, and Management Holdings are each a Delaware limited partnership. Debt Solutions is a Delaware corporation.
(d)	Title of class of securities: Common Units
(e)	CUSIP No.: 65341B106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Incorporated by reference from Item 9 of the cover page for each Reporting Person. Multi-Asset, Multi-Asset Lux, Accord+ II, Atlas, Debt Solutions, Calliope, Absolute Return, Credit Strategies, Delphi, Excelsior, Moultrie, and PPF Credit Strategies each disclaims beneficial ownership of all shares of Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each other Reporting Person, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, APH C, and APH B, disclaims beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)	Percent of class: Incorporated by reference from Item 11 of the cover page for each Reporting Person. The percentages are based on 94,001,017 common units outstanding as of March 31, 2025, as disclosed in the Issuer's definitive proxy statement filed on May 8, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0 for all Reporting Persons
	(ii) Shared power to vote or to direct the vote: Incorporated by reference from Item 6 of the cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons
	(iv) Shared power to dispose or to direct the disposition of: Incorporated by reference from Item 8 of the cover page for each Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Apollo Management Holdings GP, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

AAA Multi-Asset Credit Strategies Fund (Z), L.P.

Signature:	Apollo Aligned Alternatives Advisors, L.P.
Name/Title:	General Partner
Date:	08/14/2025

Signature:	AAA Advisors GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

AAA Multi-Asset Credit Strategies Lux Fund (Z), L.P.

Signature:	Apollo Aligned Alternatives Advisors, L.P.
Name/Title:	General Partner
Date:	08/14/2025

Signature:	AAA Advisors GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Aligned Alternatives Advisors, L.P.

Signature:	AAA Advisors GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Accord+ II Aggregator A, L.P.

Signature:	Apollo Accord+ II Advisors, L.P.
Name/Title:	General Partner
Date:	08/14/2025

Signature:	Apollo Accord+ II Advisors GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Accord+ II Advisors, L.P.

Signature:	Apollo Accord+ II Advisors GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Accord+ Management, L.P.

Signature:	Apollo Accord+ Management GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Accord+ Management GP, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Atlas Master Fund, LLC

Signature:	Apollo Atlas Management, LLC
Name/Title:	Investment manager
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Atlas Management, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Debt Solutions BDC

Signature:	Apollo Credit Management, LLC
Name/Title:	Investment manager
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Credit Management, LLC

Signature:	Apollo Capital Credit Management, LLC
Name/Title:	Sole member
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Capital Credit Management, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Calliope Fund, L.P.

Signature:	Apollo Calliope Management, LLC
Name/Title:	Investment manager
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

AP Calliope GP, L.P.

Signature:	Apollo Calliope Management, LLC
Name/Title:	Investment manager
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Calliope Management, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Credit Strategies Absolute Return Aggregator A, L.P.

Signature:	Apollo Credit Strategies Absolute Return Advisors, L.P.
Name/Title:	General Partner
Date:	08/14/2025

Signature:	Apollo Credit Strategies Absolute Return Advisors GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Credit Strategies Absolute Return Management, L.P.

Signature:	Apollo Credit Strategies Absolute Return Management GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Credit Strategies Absolute Return Management GP, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Credit Strategies Absolute Return Advisors, L.P.

Signature:	Apollo Credit Strategies Absolute Return Advisors GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Credit Strategies Absolute Return Advisors GP, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

APH Holdings (FC), L.P.

Signature:	Apollo Principal Holdings C GP, Ltd.
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Principal Holdings C GP, Ltd.

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Credit Strategies Master Fund Ltd.

Signature:	Apollo ST Fund Management, LLC
Name/Title:	Investment manager
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo ST Fund Management LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo ST Operating LP

Signature:	Apollo ST Capital LLC
Name/Title:	General partner
Date:	08/14/2025

Signature:	ST Management Holdings, LLC
Name/Title:	Sole member
Date:	08/14/2025

Signature:	/s/ Jessica Lomm
Name/Title:	Jessica Lomm, Vice President
Date:	08/14/2025

Apollo ST Capital LLC

Signature:	ST Management Holdings, LLC
Name/Title:	Sole member
Date:	08/14/2025

Signature:	/s/ Jessica Lomm
Name/Title:	Jessica Lomm, Vice President
Date:	08/14/2025

ST Management Holdings, LLC

Signature:	/s/ Jessica Lomm
Name/Title:	Jessica Lomm, Vice President
Date:	08/14/2025

Apollo Delphi Fund, L.P.

Signature:	Apollo Delphi Advisors, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Delphi Advisors, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Delphi Management, L.P.

Signature:	Apollo Delphi Management GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Delphi Management GP, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Excelsior, L.P.

Signature:	Apollo Excelsior Advisors, L.P.
Name/Title:	General Partner
Date:	08/14/2025

Signature:	Apollo Excelsior Ultimate GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Excelsior Advisors, L.P.

Signature:	Apollo Excelsior Ultimate GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Excelsior Management, L.P.

Signature:	Apollo Excelsior Management GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Excelsior Management GP, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Moultrie Credit Fund, L.P.

Signature:	Apollo Moultrie Credit Fund Management, LLC
Name/Title:	Investment manager
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Moultrie Credit Fund Management, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Moultrie Credit Fund Advisors, L.P.

Signature:	Apollo Moultrie Capital Management, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Moultrie Capital Management, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

APH Holdings (DC), L.P.

Signature:	Apollo Principal Holdings B GP, LLC
Name/Title:	General Partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Principal Holdings B GP, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo PPF Credit Strategies, LLC

Signature:	Apollo PPF Credit Strategies Management, LLC
Name/Title:	Investment manager
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo PPF Credit Strategies Management, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo SA Management, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Capital Management, L.P.

Signature:	Apollo Capital Management, GP, LLC
Name/Title:	General partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Capital Management GP, LLC

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Apollo Management Holdings, L.P.

Signature:	Apollo Management Holdings GP, LLC
Name/Title:	General partner
Date:	08/14/2025

Signature:	/s/ William B. Kuesel
Name/Title:	William B. Kuesel, Vice President
Date:	08/14/2025

Exhibit Information

Joint Filing Agreement

FAQ

How many XPLR Infrastructure (XIFR) common units does the Apollo reporting group own?

The Reporting Persons collectively report ownership of 4,982,072 common units of XPLR Infrastructure, LP.

What percentage of XPLR Infrastructure does Apollo's group ownership represent?

The reported holdings represent 5.3% of the outstanding common units, based on 94,001,017 units outstanding.

Does the filing indicate Apollo intends to change or influence control of XPLR Infrastructure?

The filing includes a certification stating the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

What type of voting and dispositive power is reported for the Apollo holdings?

The Reporting Persons report 0 sole voting/dispositive power and shared voting and shared dispositive power for the units they hold.

How was the 5.3% figure calculated?

The percentage is computed using the issuer's disclosed outstanding common units of 94,001,017 as of the issuer's proxy statement referenced in the filing.