株探米国株
エドガーで原本を確認する
false2026Q1000160314512/311xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesutr:MWhxbrli:purexplr:variable_interest_entityxplr:numberOfWindGenerationFacilitiesxplr:solar_generation_facilityxplr:numberOfBatteryStorageFacilitiesutr:MWxplr:numberOfTermLoanFacilitiesxplr:jointVenturexplr:site00016031452026-01-012026-03-3100016031452026-03-3100016031452025-01-012025-03-310001603145us-gaap:RelatedPartyMember2026-01-012026-03-310001603145us-gaap:RelatedPartyMember2025-01-012025-03-3100016031452025-12-310001603145us-gaap:RelatedPartyMember2026-03-310001603145us-gaap:RelatedPartyMember2025-12-3100016031452024-12-3100016031452025-03-310001603145us-gaap:CapitalUnitsMember2025-12-310001603145us-gaap:LimitedPartnerMember2025-12-310001603145us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001603145us-gaap:NoncontrollingInterestMember2025-12-310001603145us-gaap:CapitalUnitsMember2026-01-012026-03-310001603145us-gaap:LimitedPartnerMember2026-01-012026-03-310001603145us-gaap:NoncontrollingInterestMember2026-01-012026-03-310001603145us-gaap:CapitalUnitsMember2026-03-310001603145us-gaap:LimitedPartnerMember2026-03-310001603145us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001603145us-gaap:NoncontrollingInterestMember2026-03-310001603145us-gaap:CapitalUnitsMember2024-12-310001603145us-gaap:LimitedPartnerMember2024-12-310001603145us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001603145us-gaap:NoncontrollingInterestMember2024-12-310001603145us-gaap:CapitalUnitsMember2025-01-012025-03-310001603145us-gaap:LimitedPartnerMember2025-01-012025-03-310001603145us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001603145us-gaap:CapitalUnitsMember2025-03-310001603145us-gaap:LimitedPartnerMember2025-03-310001603145us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001603145us-gaap:NoncontrollingInterestMember2025-03-310001603145us-gaap:SegmentDiscontinuedOperationsMember2025-01-012025-03-310001603145xplr:RenewableEnergySalesMember2026-01-012026-03-310001603145xplr:RenewableEnergySalesMember2025-01-012025-03-310001603145xplr:RenewableEnergySalesMember2026-03-310001603145us-gaap:InterestRateSwapMember2026-03-310001603145us-gaap:InterestRateSwapMember2025-12-310001603145us-gaap:CommodityContractMember2026-03-310001603145us-gaap:CommodityContractMember2025-12-310001603145us-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel1Member2026-03-310001603145us-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel2Member2026-03-310001603145us-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel3Member2026-03-310001603145us-gaap:InterestRateContractMember2026-03-310001603145us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel1Member2026-03-310001603145us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Member2026-03-310001603145us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel3Member2026-03-310001603145us-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel1Member2025-12-310001603145us-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel2Member2025-12-310001603145us-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel3Member2025-12-310001603145us-gaap:InterestRateContractMember2025-12-310001603145us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel1Member2025-12-310001603145us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Member2025-12-310001603145us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel3Member2025-12-310001603145us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateContractMember2026-01-012026-03-310001603145us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateContractMember2025-01-012025-03-310001603145us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:NondesignatedMemberus-gaap:InterestRateContractMember2026-01-012026-03-310001603145us-gaap:SegmentDiscontinuedOperationsMemberus-gaap:NondesignatedMemberus-gaap:InterestRateContractMember2025-01-012025-03-310001603145us-gaap:NondesignatedMemberus-gaap:CommodityContractMember2026-01-012026-03-310001603145us-gaap:NondesignatedMemberus-gaap:CommodityContractMember2025-01-012025-03-310001603145us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-03-310001603145us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2026-03-310001603145us-gaap:FairValueMeasurementsRecurringMember2026-03-310001603145us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-310001603145us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-310001603145us-gaap:FairValueMeasurementsRecurringMember2025-12-310001603145us-gaap:CarryingReportedAmountFairValueDisclosureMember2026-03-310001603145us-gaap:EstimateOfFairValueFairValueDisclosureMember2026-03-310001603145us-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001603145us-gaap:EstimateOfFairValueFairValueDisclosureMember2025-12-310001603145us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2026-03-310001603145us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2025-12-310001603145us-gaap:EstimateOfFairValueFairValueDisclosureMemberxplr:A2020And2022ConvertibleNotesMemberus-gaap:FairValueInputsLevel2Member2026-03-310001603145us-gaap:EstimateOfFairValueFairValueDisclosureMemberxplr:A2020And2022ConvertibleNotesMemberus-gaap:FairValueInputsLevel2Member2025-12-310001603145xplr:XPLRMember2026-01-012026-03-310001603145xplr:XPLRMember2025-01-012025-03-310001603145xplr:XPLROpCoMember2026-03-310001603145xplr:DifferentialMembershipInterestsMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:DifferentialMembershipInterestsMember2026-03-310001603145xplr:DifferentialMembershipInterestsMember2025-12-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:DifferentialMembershipInterestsMember2025-12-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:XPLRSubsidiariesMemberxplr:NoncontrollingClassBInterestsMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:XPLRSubsidiariesMemberxplr:NoncontrollingClassBInterestsMember2025-12-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:RosmarSilverStateMeadePineBrookeStarMoonAndEmeraldBreezeMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:OtherAcquisitionsMemberxplr:DifferentialMembershipAndNoncontrollingClassBInterestsMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:OtherAcquisitionsMemberxplr:DifferentialMembershipAndNoncontrollingClassBInterestsMember2025-12-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:SunlightRenewableHoldingsMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:IndirectBatteryStorageFacilityOwnershipMemberxplr:SunlightRenewableHoldingsMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:IndirectBatteryStorageFacilityOwnershipMemberxplr:SilverStateSouthSolarLLCMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:SunlightRenewableHoldingsAndSilverStateSouthSolarLLCMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:SunlightRenewableHoldingsAndSilverStateSouthSolarLLCMember2025-12-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:SunlightRenewableHoldingsMemberxplr:DifferentialMembershipInterestsMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:SunlightRenewableHoldingsMemberxplr:DifferentialMembershipInterestsMember2025-12-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:RosmarHoldingsLLCMember2026-03-310001603145us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberxplr:RosmarHoldingsLLCMember2025-12-310001603145us-gaap:SeniorNotesMemberxplr:LimitedRecourseDebtVariableMember2026-03-310001603145us-gaap:SecuredDebtMemberxplr:SeniorSecuredLimitedRecourseDebtVariableMember2026-03-310001603145us-gaap:SecuredDebtMemberxplr:SeniorSecuredLimitedRecourseDebtVariableMember2026-01-012026-03-310001603145us-gaap:SecuredDebtMemberus-gaap:SubsequentEventMemberxplr:SeniorSecuredLimitedRecourseDebtVariableMember2026-04-300001603145us-gaap:SecuredDebtMemberus-gaap:SubsequentEventMemberxplr:SeniorSecuredLimitedRecourseDebtVariableMember2026-05-070001603145xplr:ATMProgramMember2026-01-012026-03-310001603145us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2026-03-310001603145us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2025-03-310001603145us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2026-01-012026-03-310001603145us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2025-01-012025-03-310001603145us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001603145us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001603145xplr:OMAgreementsAndASAsMemberxplr:NextEraEnergyResourcesLLCMember2026-01-012026-03-310001603145xplr:OMAgreementsAndASAsMemberxplr:NextEraEnergyResourcesLLCMember2025-01-012025-03-310001603145xplr:ManagementServicesAgreementMemberxplr:XPLROpCoMemberxplr:NextEraEnergyInc.Member2026-01-012026-03-310001603145xplr:ManagementServicesAgreementMemberxplr:NextEraEnergyInc.Member2026-01-012026-03-310001603145xplr:ManagementServicesAgreementMemberxplr:NextEraEnergyInc.Member2025-01-012025-03-310001603145xplr:CashSweepandCreditSupportAgreementMemberxplr:NextEraEnergyResourcesLLCMember2026-01-012026-03-310001603145xplr:CashSweepandCreditSupportAgreementMemberxplr:NextEraEnergyResourcesLLCMember2025-01-012025-03-310001603145xplr:CashSweepandCreditSupportAgreementMemberxplr:NextEraEnergyResourcesLLCMember2026-03-310001603145xplr:CashSweepandCreditSupportAgreementMemberxplr:NextEraEnergyResourcesLLCMember2025-12-310001603145xplr:NextEraEnergyCapitalHoldingsMemberxplr:GuaranteesandLettersofCreditMember2026-03-310001603145xplr:EmeraldBreezeHoldingsMemberxplr:NextEraEnergyResourcesLLCMember2026-03-310001603145xplr:EmeraldBreezeHoldingsMemberxplr:NextEraEnergyResourcesLLCMember2025-12-310001603145xplr:NextEraEnergyResourcesLLCMemberxplr:RepoweringWindPrjectsMember2026-03-310001603145xplr:NextEraEnergyResourcesLLCMemberxplr:RepoweringWindPrjectsMember2026-01-012026-03-310001603145xplr:NextEraEnergyResourcesLLCMemberxplr:RepoweringWindPrjectsMember2025-12-310001603145xplr:SilverStateSouthSolarLLCMember2026-03-310001603145xplr:SunlightRenewableHoldingsMember2026-03-310001603145xplr:EmeraldBreezeHoldingsMember2026-03-310001603145xplr:StarMoonHoldingsLLCMember2026-03-310001603145us-gaap:NoncontrollingInterestMember2026-01-012026-03-310001603145xplr:NoncontrollingOwnershipInterestsInSubsidiariesMember2025-12-310001603145xplr:DifferentialMembershipInterestsMember2025-12-310001603145xplr:NoncontrollingOwnershipInterestsinNEPOpCoTexasPipelineandSilverStateMember2025-12-310001603145xplr:OtherNoncontrollingInterestMember2025-12-310001603145us-gaap:NoncontrollingInterestMember2025-12-310001603145xplr:NoncontrollingOwnershipInterestsInSubsidiariesMember2026-01-012026-03-310001603145xplr:DifferentialMembershipInterestsMember2026-01-012026-03-310001603145xplr:NoncontrollingOwnershipInterestsinNEPOpCoTexasPipelineandSilverStateMember2026-01-012026-03-310001603145xplr:OtherNoncontrollingInterestMember2026-01-012026-03-310001603145xplr:NoncontrollingOwnershipInterestsInSubsidiariesMember2026-03-310001603145xplr:DifferentialMembershipInterestsMember2026-03-310001603145xplr:NoncontrollingOwnershipInterestsinNEPOpCoTexasPipelineandSilverStateMember2026-03-310001603145xplr:OtherNoncontrollingInterestMember2026-03-310001603145us-gaap:NoncontrollingInterestMember2026-03-310001603145xplr:NoncontrollingOwnershipInterestsInSubsidiariesMember2024-12-310001603145xplr:DifferentialMembershipInterestsMember2024-12-310001603145xplr:NoncontrollingOwnershipInterestsinNEPOpCoTexasPipelineandSilverStateMember2024-12-310001603145xplr:OtherNoncontrollingInterestMember2024-12-310001603145us-gaap:NoncontrollingInterestMember2024-12-310001603145xplr:NoncontrollingOwnershipInterestsInSubsidiariesMember2025-01-012025-03-310001603145xplr:DifferentialMembershipInterestsMember2025-01-012025-03-310001603145xplr:NoncontrollingOwnershipInterestsinNEPOpCoTexasPipelineandSilverStateMember2025-01-012025-03-310001603145xplr:OtherNoncontrollingInterestMember2025-01-012025-03-310001603145us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001603145xplr:NoncontrollingOwnershipInterestsInSubsidiariesMember2025-03-310001603145xplr:DifferentialMembershipInterestsMember2025-03-310001603145xplr:NoncontrollingOwnershipInterestsinNEPOpCoTexasPipelineandSilverStateMember2025-03-310001603145xplr:OtherNoncontrollingInterestMember2025-03-310001603145us-gaap:NoncontrollingInterestMember2025-03-310001603145xplr:XPLROpCoMemberxplr:JointVentureMember2026-03-3100016031452026-03-012026-03-310001603145xplr:NEERSubsidiaryMemberxplr:JointVentureMember2026-03-310001603145xplr:FourOperatingSitesMember2026-03-012026-03-310001603145us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberxplr:InterconnectionAssetsAndRightsMember2026-03-310001603145xplr:NEERSubsidiaryMemberxplr:OneOperatingSiteMember2026-03-012026-03-310001603145srt:ScenarioForecastMember2026-12-310001603145srt:ScenarioForecastMember2027-12-31
XPLR Logo.jpg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.   Yes þ    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large Accelerated Filer     þ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ 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 Securities Exchange Act of 1934.   ☐   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).   Yes ☐  No ☑

Number of XPLR Infrastructure, LP common units outstanding at March 31, 2026: 94,272,795



DEFINITIONS

Acronyms and defined terms used in the text include the following:

Term Meaning
2022 convertible notes senior unsecured convertible notes issued in 2022
2025 Form 10-K
XPLR's Annual Report on Form 10-K for the year ended December 31, 2025
ASA administrative services agreement
clean energy tax credits
production tax credits and investment tax credits collectively
CSCS agreement amended and restated cash sweep and credit support agreement
Genesis Holdings Genesis Solar Holdings, LLC
limited partner interest in XPLR OpCo
limited partner interest in XPLR OpCo's common units
Management's Discussion Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
MSA
Fifth Amended and Restated Management Services Agreement among XPLR, NEE Management, XPLR OpCo and XPLR OpCo GP
MW megawatt(s)
MWh megawatt-hour(s)
NEE NextEra Energy, Inc.
NEECH NextEra Energy Capital Holdings, Inc.
NEE Equity NextEra Energy Equity Partners, LP
NEE Management NextEra Energy Management Partners, LP
NEER NextEra Energy Resources, LLC
Note __ Note __ to condensed consolidated financial statements
O&M operations and maintenance
PPA power purchase agreement
SEC U.S. Securities and Exchange Commission
U.S. United States of America
VIE variable interest entity
XPLR
XPLR Infrastructure, LP
XPLR GP
XPLR Infrastructure Partners GP, Inc.
XPLR OpCo
XPLR Infrastructure Operating Partners, LP
XPLR OpCo credit facility
senior secured revolving credit facility of XPLR OpCo and its direct subsidiary
XPLR OpCo GP
XPLR Infrastructure Operating Partners GP, LLC
XPLR Pipelines
XPLR Infrastructure Pipelines, LLC
XPLR Renewables II
XPLR Renewables II, LLC
XPLR Renewables III
XPLR Renewables III, LLC
XPLR Renewables IV
XPLR Renewables IV, LLC

Each of XPLR and XPLR OpCo has subsidiaries and affiliates with names that may include XPLR, XPLR Infrastructure and similar references. For convenience and simplicity, in this report, the terms XPLR and XPLR OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of XPLR's ownership of subsidiaries and projects refers to its controlling interest in the general partner of XPLR OpCo and XPLR's indirect interest in and control over the subsidiaries of XPLR OpCo. See Note 10 for a description of the noncontrolling interest in XPLR OpCo. References to XPLR's projects generally include XPLR's consolidated subsidiaries and the projects in which XPLR has equity method investments.

NEE, NEECH and NEER each has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Resources, NextEra and similar references. For convenience and simplicity, in this report the terms NEE, NEECH and NEER are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context.

2

TABLE OF CONTENTS

    Page No.
   
 
   
     
     
   
     
 
 

3

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as may result, are expected to, will continue, anticipate, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on XPLR's operations and financial results, and could cause XPLR's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of XPLR in this Form 10-Q, in presentations, on its website, in response to questions or otherwise.

Performance Risks
•XPLR's business and results of operations are affected by the performance of its renewable energy projects which could be impacted by wind and solar conditions and in certain circumstances by market prices for power.
•Operation and maintenance of renewable energy projects, battery storage projects and other facilities involve significant risks that could result in unplanned power outages, reduced output or capacity, property damage, environmental pollution, personal injury or loss of life.
•XPLR's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions and related impacts, including, but not limited to, the impact of severe weather.
•XPLR depends on certain of the renewable energy projects in its portfolio for a substantial portion of its anticipated cash flows.
•Developing and investing in power and related infrastructure, including repowering of XPLR's existing renewable energy projects, requires up-front capital and other expenditures and could expose XPLR to project development risks, as well as financing expense.
•Threats of terrorism and catastrophic events that could result from geopolitical factors, terrorism, cyberattacks, or individuals and/or groups attempting to disrupt XPLR's business, or the businesses of third parties, may materially adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
•The ability of XPLR to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events at XPLR or NEE, as well as the financial condition of insurers. XPLR's insurance coverage does not provide protection against all significant losses.
•XPLR relies on interconnection and transmission of third parties to deliver energy from certain of its projects. If these facilities become unavailable, XPLR's projects may not be able to operate or deliver energy.
•XPLR's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations and other standards, compliance with which may require significant capital expenditures, increase XPLR's cost of operations and affect or limit its business plans.
•XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan could be materially adversely affected by new or revised laws, regulations or executive orders, as well as by regulatory action or inaction.
•XPLR's use of and reliance on artificial intelligence technologies may present certain risks that could materially adversely affect XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.
•XPLR does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or land rights holders that have rights that are superior to XPLR's rights or the U.S. Bureau of Land Management suspends its federal rights-of-way grants.
•XPLR is subject to risks associated with litigation or administrative proceedings, as well as negative publicity.
•XPLR is subject to risks associated with its ownership interests in projects that undergo development or construction, including for repowering, and other capital improvements to its clean energy or other projects, which could result in its inability to complete development and construction at those projects on time or at all, and make those projects too expensive to complete or cause the return on an investment to be less than expected.

Contract Risks
•XPLR relies on a limited number of customers and vendors and is exposed to credit and performance risk in that they may be unwilling or unable to fulfill their contractual obligations to XPLR or that they otherwise terminate their agreements with XPLR.
•XPLR may not be able to extend, renew or replace expiring or terminated PPAs, lease agreement or other customer contracts at favorable rates or on a long-term basis and XPLR may not have the ability to amend existing PPAs for renewable energy repowering projects.
•If the energy production by or availability of XPLR's clean energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under their PPAs.

4

Development and Acquisition Risks
•XPLR's ability to develop and/or acquire assets involves risks.
•Government laws, regulations and policies providing incentives and subsidies for clean energy could be changed, reduced or eliminated at any time and such changes may negatively impact XPLR and its ability to repower, acquire, develop or invest in clean energy and related projects.
•XPLR's ability to develop projects, including repowering renewable energy projects, faces risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.
•Acquisitions of existing clean energy projects involve numerous risks.
•XPLR may develop or acquire assets that use other renewable energy technologies and may develop or acquire other types of assets. Any such development or acquisition may present unforeseen challenges and result in a competitive disadvantage relative to XPLR's more-established competitors.
•Certain agreements which XPLR or its subsidiaries are parties to have provisions which may limit or preclude XPLR from engaging in specified change of control and similar transactions.
•XPLR faces substantial competition primarily from regulated utility holding companies, developers, independent power producers, pension funds and private equity funds for opportunities in the U.S.
•Regulatory decisions that are important to XPLR may be materially adversely affected by political, regulatory, operational and economic factors.

Risks Related to XPLR's Financial Activities
•XPLR may not be able to access sources of capital on commercially reasonable terms.
•Restrictions in XPLR and its subsidiaries' financing agreements could adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.
•XPLR may be unable to maintain its current credit ratings.
•XPLR's liquidity may be reduced if its credit providers are unable to fund their credit commitments to XPLR or to maintain their current credit ratings.
•As a result of restrictions on XPLR's subsidiaries' cash distributions to XPLR and XPLR OpCo under the terms of their indebtedness or other financing agreements, cash distributions received by XPLR and XPLR OpCo from their subsidiaries could be reduced or not received at all.
•XPLR's and its subsidiaries’ substantial amount of indebtedness, which may increase, may adversely affect XPLR's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness or refinance, extend or repay the indebtedness could have a material adverse effect on XPLR's financial condition.
•XPLR is exposed to risks inherent in its use of interest rate swaps.
•Widespread public health crises and epidemics or pandemics may have material adverse impacts on XPLR’s business, financial condition, results of operations, liquidity and ability to execute its business plan.

Risks Related to XPLR's Relationship with NEE
•NEE has influence over XPLR.
•Under the CSCS agreement, XPLR receives credit support from NEE and its affiliates. XPLR's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and XPLR will be required in certain circumstances to reimburse NEE for draws that are made on credit support.
•NEER and certain of its affiliates are permitted to borrow funds received by XPLR OpCo or its subsidiaries and are obligated to return these funds as needed to cover project costs and distributions or as demanded by XPLR OpCo. XPLR's financial condition and ability to execute its business plan is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds.
•NEER's right of first refusal may adversely affect XPLR's ability to consummate future sales or to obtain favorable sale terms.
•XPLR GP and its affiliates may have conflicts of interest with XPLR and have limited duties to XPLR and its unitholders.
•XPLR GP and its affiliates and the directors and officers of XPLR are not restricted in their ability to compete with XPLR, whose business is subject to certain restrictions.
•XPLR may only terminate the MSA under certain limited circumstances.
•If certain agreements with NEE Management or NEER are terminated, XPLR may be unable to contract with a substitute service provider on similar terms.
•XPLR's arrangements with NEE limit NEE's potential liability, and XPLR has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to XPLR than it otherwise would if acting solely for its own account.

Risks Related to Ownership of XPLR's Units
•Disruptions, uncertainty or volatility in the credit and capital markets, and in XPLR's operations, business and financing strategies, may exert downward pressure on the market price of XPLR's common units.
•XPLR may not make any distributions in the future to its unitholders as a result of the execution of its business plan.
•XPLR's ability to execute its business plan depends on the ability of XPLR OpCo's subsidiaries to make cash distributions to XPLR OpCo.
•Holders of XPLR's units may be subject to voting restrictions.
5

•XPLR's partnership agreement replaces the fiduciary duties that XPLR GP and XPLR's directors and officers might have to holders of its common units with contractual standards governing their duties and the New York Stock Exchange does not require a publicly traded limited partnership like XPLR to comply with certain of its corporate governance requirements.
•XPLR's partnership agreement restricts the remedies available to holders of XPLR's common units for actions taken by XPLR's directors or XPLR GP that might otherwise constitute breaches of fiduciary duties.
•Certain of XPLR's actions require the consent of XPLR GP.
•Holders of XPLR's common units currently cannot remove XPLR GP without NEE's consent and provisions in XPLR's partnership agreement may discourage or delay an acquisition of XPLR that XPLR unitholders may consider favorable.
•NEE's interest in XPLR GP and the control of XPLR GP may be transferred to a third party without unitholder consent.
•Reimbursements and fees owed to XPLR GP and its affiliates for services provided to XPLR or on XPLR's behalf will reduce cash distributions from XPLR OpCo and there are no limits on the amount that XPLR OpCo may be required to pay.
•The liability of holders of XPLR's units, which represent limited partnership interests in XPLR, may not be limited if a court finds that unitholder action constitutes control of XPLR's business.
•Unitholders may have liability to repay distributions that were wrongfully distributed to them.
•The issuance of common units, or other limited partnership interests, or securities convertible into, or settleable with, common units, and any subsequent conversion or settlement, will dilute common unitholders’ ownership in XPLR, will impact the relative voting strength of outstanding XPLR common units and issuance of such securities, or the possibility of issuance of such securities, as well as the resale, or possible resale following conversion or settlement, may result in a decline in the market price for XPLR's common units.

Taxation Risks
•XPLR's future tax liability may be greater than expected if XPLR does not generate net operating losses (NOLs) sufficient to offset taxable income, if the tax law changes, or if tax authorities challenge certain of XPLR's tax positions.
•XPLR's ability to use NOLs to offset future income may be limited.
•XPLR will not have complete control over XPLR's tax decisions.
•Distributions to unitholders may be taxable as dividends.

These factors should be read together with the risk factors included in Part I, Item 1A. Risk Factors in the 2025 Form 10-K and investors should refer to that section of the 2025 Form 10-K. Any forward-looking statement speaks only as of the date on which such statement is made, and XPLR undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Website Access to U.S. Securities and Exchange Commission (SEC) Filings. XPLR makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on XPLR's internet website, www.xplrinfrastructure.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on XPLR's website (or any of its subsidiaries' or affiliates' websites) are not incorporated by reference into this Form 10-Q.

6

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(millions, except per unit amounts)
(unaudited)
Three Months Ended 
 March 31,

2026 2025
OPERATING REVENUES(a)
$ 275  $ 282 
OPERATING EXPENSES
Operations and maintenance(b)
134  110 
Depreciation and amortization 140  136 
Goodwill impairment charge —  253 
Taxes other than income taxes and other – net 18  16 
Total operating expenses – net 292  515 
OPERATING LOSS (17) (233)
OTHER INCOME (DEDUCTIONS)
Interest expense (102) (135)
Equity in earnings of equity method investees 12  16 
Other – net 8  3 
Total other deductions – net (82) (116)
LOSS BEFORE INCOME TAXES (99) (349)
INCOME TAX BENEFIT (51) (42)
LOSS FROM CONTINUING OPERATIONS (48) (307)
LOSS FROM DISCONTINUED OPERATIONS, net of tax benefit of $3
—  (21)
NET LOSS(c)
(48) (328)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 81  230 
NET INCOME (LOSS) ATTRIBUTABLE TO XPLR $ 33  $ (98)
Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution:
From continuing operations $ 0.35  $ (0.94)
From discontinued operations —  (0.11)
Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution $ 0.35  $ (1.05)
____________________
(a)    Includes related party revenues of approximately $16 million and $14 million for the three months ended March 31, 2026 and 2025, respectively.
(b)    Total O&M expenses presented include related party amounts of approximately $41 million and $33 million for the three months ended March 31, 2026 and 2025, respectively.
(c)    For each of the three months ended March 31, 2026 and 2025, XPLR recognized less than $1 million of other comprehensive income related to an equity method investee, which was primarily attributable to a noncontrolling interest.

















This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
7


XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(unaudited)

March 31, 2026 December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 943  $ 960 
Accounts receivable 130  102 
Other receivables 89  93 
Due from related parties 60  43 
Inventory 107  103 
Other 99  121 
Total current assets 1,428  1,422 
Other assets:
Property, plant and equipment – net 15,291  15,366 
Intangible assets – PPAs – net 1,607  1,648 
Investments in equity method investees 615  625 
Other 572  534 
Total other assets 18,085  18,173 
TOTAL ASSETS $ 19,513  $ 19,595 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 51  $ 58 
Due to related parties 559  498 
Current portion of long-term debt 617  762 
Accrued interest 62  103 
Accrued property taxes 21  29 
Other 90  118 
Total current liabilities 1,400  1,568 
Other liabilities and deferred credits:
Long-term debt 5,711  5,440 
Asset retirement obligations 377  373 
Due to related parties 94  93 
Intangible liabilities – PPAs – net
1,012  1,034 
Other 186  188 
Total other liabilities and deferred credits 7,380  7,128 
TOTAL LIABILITIES 8,780  8,696
COMMITMENTS AND CONTINGENCIES
EQUITY
Common units (94.3 and 94.0 units issued and outstanding, respectively)
3,208  3,195 
Accumulated other comprehensive loss (5) (5)
Noncontrolling interests 7,530  7,709 
TOTAL EQUITY 10,733  10,899 
TOTAL LIABILITIES AND EQUITY $ 19,513  $ 19,595 








This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
8


XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)
Three Months Ended March 31,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (48) $ (328)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
140  136 
Intangible amortization – PPAs 20  20 
Change in value of derivative contracts
4  86 
Deferred income taxes
(43) (41)
Equity in earnings of equity method investees, net of distributions received 10  30 
Equity in earnings of non-economic ownership interests, net of distributions received —  8 
Goodwill impairment charge —  253 
Other – net
7  1 
Changes in operating assets and liabilities:
Current assets (43) (27)
Noncurrent assets
3  1 
Current liabilities
(54) (63)
Noncurrent liabilities
(1) 14 
Net cash provided by (used in) operating activities
(5) 90 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures and other investments
(25) (89)
Payments from related parties under CSCS agreement – net 6  34 
Other – net —  6 
Net cash used in investing activities (19) (49)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units – net 3  3 
Issuances of long-term debt, including premiums and discounts
294  1,754 
Retirements of long-term debt
(169) (536)
Debt issuance costs (6) (19)
Partner contributions
9  5 
Partner distributions
(25) (21)
Payments to Class B noncontrolling interest investors (20) (21)
Proceeds from differential membership investors
187  81 
Payments to differential membership investors
(127) (8)
Buyout of differential membership investors (141) (20)
Other – net (3) (1)
Net cash provided by financing activities 2  1,217 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (22) 1,258 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF PERIOD 1,023  328 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH – END OF PERIOD $ 1,001  $ 1,586 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized $ 135  $ 66 
Cash received for income taxes – net $ 8  $ 4 
Accrued property additions $ 480  $ 339 









This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
9


XPLR INFRASTRUCTURE, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(millions)
(unaudited)

Common Units
Three Months Ended March 31, 2026 Units Amount
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Balances, December 31, 2025 94.0  $ 3,195  $ (5) $ 7,709  $ 10,899 
Issuance of common units – net 0.3  1  —  —  1 
Net income (loss) —  33  —  (81) (48)
Related party contributions —  —  —  9  9 
Distributions, primarily to related parties —  —  —  (25) (25)
Other differential membership investment activity —  —  —  60  60 
Buyout of differential membership interest investors —  (21) —  (120) (141)
Payments to Class B noncontrolling interest investors —  —  —  (20) (20)
Other – net
—  —  —  (2) (2)
Balances, March 31, 2026 94.3  $ 3,208  $ (5) $ 7,530  $ 10,733 



Common Units
Three Months Ended March 31, 2025 Units Amount
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
Equity
Balances, December 31, 2024
93.5  $ 3,221  $ (6) $ 9,651  $ 12,866 
Issuance of common units – net 0.5  1  —  —  1 
Net income (loss) —  (98) —  (230) (328)
Related party contributions —  —  —  5  5 
Distributions, primarily to related parties —  —  —  (21) (21)
Other differential membership investment activity —  —  —  73  73 
Buyout of differential membership interest investors —  —  —  (20) (20)
Payments to Class B noncontrolling interest investors —  —  —  (21) (21)
Other – net —  (1) —  —  (1)
Balances, March 31, 2025 94.0  $ 3,123  $ (6) $ 9,437  $ 12,554 

























This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
10


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with the 2025 Form 10-K. In the opinion of XPLR management, all adjustments considered necessary for fair financial statement presentation have been made. All adjustments are normal and recurring unless otherwise noted. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation, including presentation of discontinued operations as discussed in Note 1. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Discontinued Operations

In September 2025, indirect subsidiaries of XPLR completed the sale of their ownership interests in Meade Pipeline Co, LLC (Meade), which owned an investment in natural gas pipeline assets in Pennsylvania (Meade pipeline investment). XPLR's results of operations for the Meade pipeline investment are presented as loss from discontinued operations on its condensed consolidated statements of income (loss) for the three months ended March 31, 2025.

The table below presents the financial results of the Meade pipeline investment and interest on related project-level indebtedness included in income from discontinued operations:
Three Months Ended March 31, 2025
(millions)
OTHER DEDUCTIONS
Interest expense $ (24)
Total other deductions – net (24)
LOSS BEFORE INCOME TAXES (24)
INCOME TAX BENEFIT (3)
LOSS FROM DISCONTINUED OPERATIONS(a)
$ (21)
_____________________________
(a)    Includes net loss attributable to noncontrolling interests of approximately $11 million for the three months ended March 31, 2025, and includes income tax benefit attributable to noncontrolling interests of less than $1 million for the three months ended March 31, 2025.

XPLR has elected not to separately disclose discontinued operations on its condensed consolidated statement of cash flows. The table below presents cash flows from discontinued operations for major captions on the condensed consolidated statement of cash flows related to the Meade pipeline investment:
Three Months Ended March 31, 2025
(millions)
Change in value of derivative contracts
$ 16 
Deferred income taxes $ (3)
Equity in earnings of equity method investees, net of distributions received
$ 27 

2. Revenue

Revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. XPLR's operating revenues are generated primarily from various non-affiliated parties under PPAs. XPLR's operating revenues from contracts with customers are partly offset by the net amortization of intangible assets – PPAs and intangible liabilities – PPAs. Revenue is recognized as energy and any related renewable energy attributes are delivered, based on rates stipulated in the respective PPAs. XPLR believes that the obligation to deliver energy is satisfied over time as the customer simultaneously receives and consumes benefits provided by XPLR. In addition, XPLR believes that the obligation to deliver renewable energy attributes is satisfied at multiple points in time, with the control of the renewable energy attribute being transferred at the same time the related energy is delivered. XPLR’s operating revenues for the three months ended March 31, 2026 and 2025 are revenue from contracts with customers for energy sales of approximately $263 million and $271 million, respectively. XPLR's accounts receivable are associated with revenues earned from contracts with customers. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of XPLR's receivables customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.

11


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
XPLR recognizes revenues as energy and any related renewable energy attributes are delivered, consistent with the amounts billed to customers based on rates stipulated in the respective agreements. XPLR considers the amount billed to represent the value of energy delivered to the customer. XPLR’s customers typically receive bills monthly with payment due within 30 days.
Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from 2027 to 2051, will vary based on the volume of energy delivered. At March 31, 2026, XPLR expects to record approximately $156 million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.

3. Derivative Instruments and Hedging Activity

XPLR uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated with outstanding and expected future debt issuances and borrowings and to manage the physical and financial risks inherent in the sale of electricity. XPLR records all derivative instruments that are required to be marked to market as either assets or liabilities on its condensed consolidated balance sheets and measures them at fair value each reporting period. XPLR does not utilize hedge accounting for its derivative instruments. All changes in the interest rate contract derivatives' fair value are recognized in interest expense and the equity method investees' related activity is recognized in equity in earnings of equity method investees in XPLR's condensed consolidated statements of income (loss). At March 31, 2026 and December 31, 2025, the net notional amounts of the interest rate contracts were approximately $2.2 billion and $2.2 billion, respectively. All changes in commodity contract derivatives' fair value are recognized in operating revenues in XPLR's condensed consolidated statements of income (loss). At March 31, 2026 and December 31, 2025, XPLR had derivative commodity contracts for power with net notional volumes of approximately 2.4 million MWh and 3.1 million MWh, respectively. Cash flows from the interest rate and commodity contracts are reported in cash flows from operating activities in XPLR's condensed consolidated statements of cash flows.

Fair Value Measurement of Derivative Instruments – The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or other observable inputs (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. XPLR uses different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or similar assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. XPLR’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. Transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.

XPLR estimates the fair value of its derivative instruments using an income approach based on a discounted cash flows valuation technique utilizing the net amount of estimated future cash inflows and outflows related to the agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, current interest rates and credit profiles. The significant inputs for the resulting fair value measurement of interest rate contracts are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy.

12


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The tables below present XPLR's gross derivative positions, based on the total fair value of each derivative instrument, at March 31, 2026 and December 31, 2025 as well as the location of the net derivative positions, based on the expected timing of future payments, on XPLR's condensed consolidated balance sheets.

March 31, 2026
Level 1 Level 2 Level 3
Netting(a)
Total
(millions)
Assets:
Interest rate contracts $ —  $ 54  $ —  $ 1  $ 55 
Commodity contracts $ —  $ —  $ 4  $ (4) — 
Total derivative assets $ 55 
Liabilities:
Interest rate contracts $ —  $ 6  $ —  $ 1  $ 7 
Commodity contracts $ —  $ —  $ 10  $ (4) 6 
Total derivative liabilities $ 13 
Net fair value by balance sheet line item:
Current other assets
$ 11 
Noncurrent other assets
44 
Total derivative assets $ 55 
Current other liabilities $ 8 
Noncurrent other liabilities 5 
Total derivative liabilities $ 13 
____________________
(a)    Includes the effect of the contractual ability to settle contracts under master netting arrangements.

December 31, 2025
Level 1 Level 2 Level 3
Netting(a)
Total
(millions)
Assets:
Interest rate contracts $ —  $ 62  $ —  $ —  $ 62 
Commodity contracts $ —  $ —  $ 3  $ —  3 
Total derivative assets $ 65 
Liabilities:
Interest rate contracts $ —  $ 10  $ —  $ —  $ 10 
Commodity contracts $ —  $ —  $ 10  $ —  10 
Total derivative liabilities $ 20 
Net fair value by balance sheet line item:
Current other assets
$ 22 
Noncurrent other assets
43 
Total derivative assets $ 65 
Current other liabilities $ 17 
Noncurrent other liabilities 3 
Total derivative liabilities $ 20 
____________________
(a)    Includes the effect of the contractual ability to settle contracts under master netting arrangements.

13


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Financial Statement Impact of Derivative Instruments – Gains (losses) related to XPLR's derivatives are recorded in XPLR's condensed consolidated financial statements as follows:

Three Months Ended March 31,
2026 2025
(millions)
Interest rate contracts – interest expense $ 9  $ (80)
Interest rate contracts – income from discontinued operations $ —  $ (10)
Commodity contracts – operating revenues $ 1  $ (1)

Credit-Risk-Related Contingent Features – Certain of XPLR's derivative instruments contain credit-related cross-default and material adverse change triggers, none of which contain requirements to maintain certain credit ratings or financial ratios. At March 31, 2026 and December 31, 2025, the aggregate fair value of XPLR's derivative instruments with credit-risk-related contingent features that were in a liability position was approximately $6 million and $10 million, respectively.

4. Non-Derivative Fair Value Measurements

Non-derivative fair value measurements consist of XPLR's cash equivalents. The fair value of these financial assets is determined by using the valuation techniques and inputs as described in Note 3 – Fair Value Measurement of Derivative Instruments. The fair value of money market funds that are included in cash and cash equivalents, current other assets and noncurrent other assets on XPLR's condensed consolidated balance sheets is estimated using a market approach based on current observable market prices.

Recurring Non-Derivative Fair Value Measurements – XPLR’s fair value measurements made on a recurring basis by fair value hierarchy level are as follows:

March 31, 2026 December 31, 2025
Level 1 Level 2 Total Level 1 Level 2 Total
(millions)
Assets:
Cash equivalents
$ 500  $ —  $ 500  $ 623  $ — 

$ 623 
Total assets $ 500  $ —  $ 500  $ 623  $ — 

$ 623 

Financial Instruments Recorded at Other than Fair Value – The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:

March 31, 2026 December 31, 2025
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
(millions)
Long-term debt, including current maturities(a)
$ 6,328  $ 6,469  $ 6,202  $ 6,312 
____________________
(a)    At March 31, 2026 and December 31, 2025, approximately $6,455 million and $6,298 million, respectively, of the fair value is estimated using a market approach based on quoted market prices for the same or similar issues (Level 2); the balance is estimated using an income approach utilizing a discounted cash flow valuation technique, considering the current credit profile of the debtor (Level 3). At March 31, 2026 and December 31, 2025, approximately $496 million and $494 million, respectively, of the fair value relates to the 2022 convertible notes and is Level 2.

Nonrecurring Fair Value Measurements – XPLR tested goodwill for impairment annually and whenever events or changes in circumstances indicated that the fair value of the goodwill is less than the carrying value. During the preparation of XPLR's March 31, 2025 financial statements, XPLR concluded that a triggering event occurred and it was more likely than not that the fair value of its reporting unit was less than its carrying value as a result of the significant decline in trading price of XPLR's common units during the first quarter of 2025. Therefore, XPLR performed a quantitative analysis using a combination of (i) an income approach consisting of a discounted cash flow analysis to estimate fair value for noncontrolling interests, including Class B noncontrolling membership interests and differential membership interests, (ii) a market approach derived from the observable trading price of its common units at March 31, 2025 of $9.50 to estimate fair value for (a) its common units and (b) noncontrolling interests related to NEE Equity's interest in XPLR OpCo, and (iii) an estimated control premium for the reporting unit and determined that the fair value of its reporting unit was less than its carrying value. As a result, XPLR recognized a non-cash goodwill impairment charge in the first quarter of 2025 of approximately $253 million ($222 million after tax), or the full remaining carrying value of goodwill, which is reflected in its condensed consolidated statement of income (loss) for the three months ended March 31, 2025.

14


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

5. Income Taxes

XPLR recognizes in income its applicable ownership share of income taxes due to the disregarded tax status of substantially all of the projects under XPLR OpCo. Net income or loss attributable to noncontrolling interests includes minimal income taxes.

A reconciliation of the income tax benefit and effective tax rate based on the statutory U.S. federal income tax rate is as follows:

Three Months Ended March 31,
2026 2025
(millions, except for percentages)
Income tax benefit at U.S. statutory rate of 21% $ (21) 21.0  % $ (73) 21.0  %
Increases (reductions) resulting from:
Taxes attributable to noncontrolling interests 18  (17.7) 44  (12.7)
State income taxes – net of federal income tax benefit
(1) 0.7  (8) 2.3 
Clean energy tax credits (50) 49.8  (5) 1.4 
Valuation allowance 2  (2.0) —  — 
Other – net
1  (0.3) —  — 
Income tax benefit and effective tax rate from continuing operations
$ (51) 51.5  % $ (42) 12.0  %

6. Variable Interest Entities

XPLR has identified XPLR OpCo, a limited partnership with a general partner and limited partners, as a VIE. XPLR has consolidated the results of XPLR OpCo and its subsidiaries because of its controlling interest in the general partner of XPLR OpCo. At March 31, 2026, XPLR owned an approximately 48.8% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.2% limited partner interest in XPLR OpCo. The assets and liabilities of XPLR OpCo as well as the operations of XPLR OpCo represent substantially all of XPLR's assets and liabilities and its operations.

In addition, at March 31, 2026, XPLR OpCo consolidated 13 VIEs related to certain subsidiaries which have sold differential membership interests (see Note 10 – Noncontrolling Interests) in entities which own and operate 28 wind generation facilities as well as eight solar projects, including related battery storage facilities, and one stand-alone battery storage facility. These entities are considered VIEs because the holders of the differential membership interests do not have substantive rights over the significant activities of these entities. The assets, primarily property, plant and equipment – net, and liabilities, primarily accounts payable and accrued expenses and asset retirement obligations, of the VIEs, totaled approximately $8,516 million and $461 million, respectively, at March 31, 2026. At December 31, 2025, there were 15 VIEs and the assets and liabilities of those VIEs at such date totaled approximately $9,601 million and $504 million, respectively.

At March 31, 2026 and December 31, 2025, XPLR OpCo also consolidated three VIEs related to the sales of Class B noncontrolling membership interests in certain XPLR subsidiaries (see Note 10 – Noncontrolling Interests) which have ownership interests in and operate wind and solar facilities with a combined net generating capacity of approximately 4,427 MW and battery storage capacity of 120 MW (Class B VIEs). These entities are considered VIEs because the holders of the Class B noncontrolling membership interests do not have substantive rights over the significant activities of the entities. The assets, primarily property, plant and equipment – net and intangible assets – PPAs – net, and the liabilities, primarily accounts payable and accrued expenses, long-term debt, intangible liabilities – PPAs – net, noncurrent other liabilities and asset retirement obligations, of the VIEs totaled approximately $10,014 million and $1,482 million, respectively, at March 31, 2026 and $10,066 million and $1,464 million, respectively, at December 31, 2025. Certain of the Class B VIEs include three other VIEs related to XPLR's ownership interests in Pine Brooke Class A Holdings, LLC, Star Moon Holdings, LLC (Star Moon Holdings) and Emerald Breeze Holdings, LLC (Emerald Breeze). In addition, certain of the Class B VIEs contain entities which have sold differential membership interests and approximately $6,769 million and $7,217 million of assets and $408 million and $419 million of liabilities are also included in the above disclosure of the VIEs related to differential membership interests at March 31, 2026 and December 31, 2025, respectively.

At March 31, 2026 and December 31, 2025, XPLR OpCo consolidated Sunlight Renewables Holdings, LLC (Sunlight Renewables Holdings), which has interests in a battery storage facility with storage capacity of 230 MW in which XPLR has an indirect 67% controlling ownership interest, and Silver State South Solar, LLC (Silver State), which has interests in a solar generation facility in which XPLR has an indirect 50% controlling ownership interest, which are VIEs. The assets, primarily property, plant and equipment – net and intangible assets – PPAs – net, and the liabilities, primarily asset retirement obligations and noncurrent other liabilities, of the VIEs totaled approximately $993 million and $29 million, respectively, at March 31, 2026 and $1,006 million and $28 million, respectively, at December 31, 2025.
15


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Sunlight Renewables Holdings contains entities which have sold differential membership interests and approximately $325 million and $329 million of assets and $9 million and $8 million of liabilities at March 31, 2026 and December 31, 2025, respectively, are also included in the disclosure of VIEs related to differential membership interests above.

At March 31, 2026 and December 31, 2025, XPLR OpCo's noncontrolling interest in Rosmar Holdings, LLC (Rosmar), which is accounted for under the equity method, is considered a VIE. XPLR's investment in Rosmar totaled approximately $77 million and $82 million at March 31, 2026 and December 31, 2025, respectively.

7. Debt

Long-term debt issuances and borrowings by subsidiaries of XPLR during the three months ended March 31, 2026 were as follows:
Date Issued/Borrowed
Debt Issuances/Borrowings Interest
Rate
Principal
Amount
Maturity
Date
(millions)
March 2026
Senior secured limited-recourse debt
Variable(a)
$ 291 
(b)
2030
————————————
(a)Variable rate is based on an underlying index plus a margin. Interest rate contracts, primarily swaps, have been entered into for the debt borrowings.
(b)At March 31, 2026, approximately $259 million was available under one term loan facility, subject to specified conditions. In April 2026, indirect subsidiaries of XPLR borrowed approximately $232 million under the term loan facility. As of May 7, 2026, approximately $27 million was available under the facility, subject to specified conditions.

XPLR OpCo and its subsidiaries' secured long-term debt agreements are secured by liens on certain assets and contain provisions which, under certain conditions, could restrict the payment of distributions or related party fee payments. At March 31, 2026, XPLR and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.

8. Equity

Earnings Per Unit – Diluted earnings per unit is calculated based on the weighted-average number of common units and potential common units outstanding during the period, including the dilutive effect of convertible notes. During periods with dilution, the dilutive effect of the outstanding convertible notes is calculated using the if-converted method.

The reconciliation of XPLR's basic and diluted earnings per unit is as follows:
Three Months Ended March 31,
2026 2025
(millions, except per unit amounts)
Numerator — net income (loss) attributable to XPLR:
From continuing operations $ 33  $ (88)
From discontinued operations —  (10)
Net income (loss) attributable to XPLR $ 33  $ (98)
Denominator:
Weighted-average number of common units outstanding – basic 94.1  93.7 
Effect of dilutive convertible notes(a)
—  — 
Weighted-average number of common units outstanding – assuming dilution 94.1  93.7 
Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution:
From continuing operations $ 0.35  $ (0.94)
From discontinued operations —  (0.11)
Earnings (loss) per common unit attributable to XPLR – basic and assuming dilution $ 0.35  $ (1.05)
————————————
(a)During all periods the outstanding convertible notes were antidilutive and as such were not included in the calculation of diluted earnings per unit.

16


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
ATM Program – XPLR's at-the-market equity issuance program (ATM program) expired in late March 2026. In order to renew the ATM program, in March 2026, XPLR filed a registration statement with the SEC, which became effective in April 2026, for up to $300 million of common units which may be sold under a renewed ATM program, depending on market conditions and other considerations, to support XPLR's liquidity and capital needs.

Accumulated Other Comprehensive Loss – For each of the three months ended March 31, 2026 and 2025, XPLR recognized less than $1 million of other comprehensive income related to an equity method investee. At March 31, 2026 and 2025, XPLR's accumulated other comprehensive loss totaled approximately $11 million and $13 million, respectively, of which $6 million and $7 million, respectively, was attributable to a noncontrolling interest and $5 million and $6 million, respectively, was attributable to XPLR.

9. Related Party Transactions

Each project entered into O&M agreements and ASAs with subsidiaries of NEER whereby the projects pay a certain annual fee plus reimbursable costs incurred in connection with certain O&M and administrative services performed under these agreements. These services are reflected as operations and maintenance in XPLR's condensed consolidated statements of income (loss). Certain projects have also entered into various types of agreements including those related to shared facilities and transmission lines, transmission line easements, technical support and development and construction coordination with subsidiaries of NEER whereby certain fees or cost reimbursements are paid to, or received by, certain subsidiaries of NEER. Costs incurred in connection with development and construction coordination provided by NEER primarily in connection with wind repowering of approximately $38 million and $322 million during the three months ended March 31, 2026 and 2025, respectively, were capitalized. Remaining costs under these agreements are reflected as operations and maintenance in XPLR's condensed consolidated statements of income (loss).

Management Services Agreement – Under the MSA, an indirect wholly owned subsidiary of NEE provides operational, management and administrative services to XPLR, including managing XPLR’s day-to-day affairs and providing individuals to act as XPLR’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and XPLR subsidiaries. XPLR OpCo pays NEE an annual management fee equal to the greater of 1% of the sum of XPLR OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent 1% of the sum of XPLR OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). XPLR OpCo also made certain payments to NEE based on the achievement by XPLR OpCo of certain target quarterly distribution levels to its unitholders. In May 2023, the MSA was amended to suspend these payments to be paid by XPLR OpCo in respect to each calendar quarter beginning with the payment related to the period commencing on (and including) January 1, 2023 and expiring on (and including) December 31, 2026. XPLR’s O&M expenses for the three months ended March 31, 2026 and 2025 include approximately $1 million and $1 million, respectively, related to the MSA.

Cash Sweep and Credit Support Agreement – XPLR OpCo is a party to the CSCS agreement with NEER under which NEER and certain of its affiliates provide credit support in the form of letters of credit and guarantees to satisfy XPLR’s subsidiaries’ contractual obligations. XPLR OpCo pays NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. XPLR’s O&M expenses for the three months ended March 31, 2026 and 2025 include approximately $2 million and $2 million, respectively, related to the CSCS agreement and in 2025 also includes $(11) million related to true-up of amounts previously charged.

NEER and certain of its affiliates may withdraw funds (Project Sweeps) from XPLR OpCo under the CSCS agreement or XPLR OpCo's subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by XPLR's subsidiaries. NEER and its affiliates may keep the funds until the financing agreements permit distributions to be made, or, in the case of XPLR OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or XPLR OpCo otherwise demands the return of such funds. If NEER or its affiliates fail to return withdrawn funds when required by XPLR OpCo's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER or its affiliates in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings, and will not pay interest on the withdrawn funds except as otherwise agreed upon with XPLR OpCo. At March 31, 2026 and December 31, 2025, the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $6 million and $11 million, respectively, and are included in due from related parties on XPLR's condensed consolidated balance sheets.

17


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Guarantees and Letters of Credit Entered into by Related Parties – Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH or NEER has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. Also, under certain financing agreements, indemnifications have been provided by NEECH. In addition, certain interconnection agreements and site certificates require letters of credit or a surety bond to secure certain payment or restoration obligations related to those agreements. At March 31, 2026, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $1.7 billion related to these obligations. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER, as described above.

Related Party Long-Term Debt – In connection with the December 2022 acquisition from NEER of Emerald Breeze, a subsidiary of XPLR acquired a note payable from a subsidiary of NEER relating to restricted cash reserve funds put in place for certain operational costs at the project based on a requirement of the differential membership investor. At March 31, 2026 and December 31, 2025, the note payable was approximately $90 million and $90 million, respectively, and is included in long-term debt on XPLR's condensed consolidated balance sheets. The note payable does not bear interest and does not have a maturity date.

Due to Related Parties – At March 31, 2026 and December 31, 2025, the majority of current and noncurrent amounts due to related parties on XPLR's condensed consolidated balance sheets represent amounts owed by certain of XPLR's wind projects to NEER for costs incurred in connection with repowering of certain wind projects. At March 31, 2026, approximately $443 million of the current amounts related to repowering of certain wind projects will be paid to NEER under payment terms that are on average approximately 165 days. At each of March 31, 2026 and December 31, 2025, approximately $51 million of noncurrent amounts related to repowering of certain wind projects have payment terms with NEER consistent with the terms of NEER's related payables.

Remaining noncurrent amounts due to related parties on XPLR's condensed consolidated balance sheets represent amounts owed by certain of XPLR's wind projects to NEER to refund NEER for certain transmission costs paid on behalf of the wind projects. Amounts will be paid to NEER as the wind projects receive payments from third parties for related notes receivable recorded in noncurrent other assets on XPLR's condensed consolidated balance sheets.

10. Summary of Significant Accounting and Reporting Policies

Cash and Cash Equivalents – Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. XPLR primarily holds such investments in money market funds. Certain cash and cash equivalents are held at the project level for, among other things, debt service and other operational needs. At March 31, 2026 and December 31, 2025, approximately $332 million and $334 million, respectively, relates to cash and cash equivalents held at the project level.

Restricted Cash – At March 31, 2026 and December 31, 2025, XPLR had approximately $58 million and $62 million, respectively, of restricted cash included in current other assets on XPLR's condensed consolidated balance sheets. Restricted cash at March 31, 2026 and December 31, 2025 is primarily related to an operating cash reserve. Restricted cash reported as current assets is recorded as such based on the anticipated use of these funds.

Property, Plant and Equipment – Property, plant and equipment consists of the following:

March 31, 2026 December 31, 2025
(millions)
Property, plant and equipment, gross $ 18,936  $ 18,878 
Accumulated depreciation (3,645) (3,512)
Property, plant and equipment – net $ 15,291  $ 15,366 

Income Taxes – Clean energy tax credits generated during the taxable year can be transferred to an unrelated purchaser for cash and are accounted for under Accounting Standards Codification 740 – Income Taxes. Proceeds resulting from the sales of clean energy tax credits for the three months ended March 31, 2026 and 2025 of approximately $8 million and $4 million, respectively, are reported in cash received for income taxes – net within the supplemental disclosures of cash flow information on XPLR's condensed consolidated statements of cash flows.

18


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Noncontrolling Interests – At March 31, 2026, noncontrolling interests on XPLR's condensed consolidated balance sheets primarily reflect the Class B noncontrolling membership interests (the Class B noncontrolling membership interests in Genesis Holdings, XPLR Renewables III and XPLR Renewables IV owned by third parties), the differential membership interests, NEE Equity's approximately 51.2% noncontrolling ownership interest in XPLR OpCo, NEER's 50% noncontrolling ownership interest in Silver State, NEER's 33% noncontrolling ownership interest in Sunlight Renewables Holdings, NEER's 51% noncontrolling ownership interest in Emerald Breeze and a third-party's 50% noncontrolling ownership interest in Star Moon Holdings. The impact of the net income or loss attributable to the differential membership interests and the Class B noncontrolling membership interests are allocated to NEE Equity's noncontrolling ownership interest and the net income or loss attributable to XPLR based on the respective ownership percentage of XPLR OpCo.

Details of the activity in noncontrolling interests are below:


 Class B Noncontrolling
Membership Interests
Differential Membership
Interests
NEE's Indirect Noncontrolling
Ownership Interests(a)
Other Noncontrolling
Ownership Interests(b)
Total Noncontrolling
Interests
Three Months Ended March 31, 2026 (millions)
Balances, December 31, 2025 $ 3,384  $ 2,835  $ 502  $ 988  $ 7,709 
Net income (loss) attributable to noncontrolling interests 53  (157) 2  21  (81)
Related party contributions
—  —  9  —  9 
Distributions, primarily to related parties —  —  (11) (14) (25)
Differential membership investment contributions, net of distributions
—  60  —  —  60 
Buyout of differential membership interest investors —  (99) (21) —  (120)
Payments to Class B noncontrolling interest investors
(20) —  —  —  (20)
Other – net
—  1  (2) (1) (2)
Balances, March 31, 2026 $ 3,417  $ 2,640  $ 479  $ 994  $ 7,530 
————————————
(a)Primarily reflects NEE Equity's noncontrolling interest in XPLR OpCo and NEER's noncontrolling interests in Silver State, Sunlight Renewables Holdings and Emerald Breeze.
(b)Reflects a third-party's noncontrolling ownership interest in Star Moon Holdings.

 Class B Noncontrolling
Membership Interests
Differential Membership
Interests
NEE's Indirect Noncontrolling
Ownership Interests(a)
Other Noncontrolling
Ownership Interests(b)
Total Noncontrolling
Interests
Three Months Ended March 31, 2025 (millions)
Balances, December 31, 2024
$ 4,376  $ 3,457  $ 549  $ 1,269  $ 9,651 
Net income (loss) attributable to noncontrolling interests 74  (193) (132) 21  (230)
Related party contributions —  —  5  —  5 
Distributions, primarily to related parties —  —  (6) (15) (21)
Differential membership investment contributions, net of distributions
—  73  —  —  73 
Buyout of differential membership interest investors —  (20) —  —  (20)
Payments to Class B noncontrolling interest investors (21) —  —  —  (21)
Balances, March 31, 2025 $ 4,429  $ 3,317  $ 416  $ 1,275  $ 9,437 
————————————
(a)Primarily reflects NEE Equity's noncontrolling interest in XPLR OpCo and NEER's noncontrolling interests in Silver State, Sunlight Renewables Holdings and Emerald Breeze.
(b)Reflects a third-party's noncontrolling ownership interest in Star Moon Holdings.

19


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Segment Information – XPLR’s single reportable segment, through its ownership interest in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets and, in 2025, had an investment in natural gas pipeline assets (see Note 1). XPLR’s reportable segment derives revenues primarily from various non-affiliated parties under long-term PPAs. See Note 2 for information regarding XPLR's operating revenues.

XPLR's significant segment expenses include operations and maintenance, depreciation and amortization, interest expense and income tax benefit which are reflected in XPLR's condensed consolidated statements of income (loss). XPLR's other segment items include goodwill impairment charge, taxes other than income taxes and other – net, equity in earnings of equity method investees, other – net and loss from discontinued operations, which are reflected in XPLR's condensed consolidated statements of income (loss).

XPLR's additional segment information is as follows:
Three Months Ended March 31,
2026
2025
(millions)
Capital expenditures and other investments $ 25  $ 89 

March 31, 2026 December 31, 2025
(millions)
Property, plant and equipment – net $ 15,291  $ 15,366 
Total assets $ 19,513  $ 19,595 
Investments in equity method investees $ 615  $ 625 

Sale and Co-Investment Agreement – In February 2026, XPLR OpCo entered into a sale and co-investment agreement (Agreement) with a subsidiary of NEER and in March 2026, XPLR OpCo delivered investment option exercise notices (Notices) to the NEER subsidiary electing to exercise the co-investment options under the Agreement. The Notices state that XPLR OpCo will invest for an ultimate 49% equity interest in each of four joint ventures which will each develop, construct and operate a separate battery storage project. The NEER subsidiary will ultimately own 51% of each joint venture, will be the managing member of each joint venture and will provide development and construction services to each joint venture and receive an associated fee in accordance with the Agreement. XPLR OpCo’s total commitment is estimated to be approximately $315 million. See Note 11.

Under the Agreement, XPLR has agreed to sell certain of its existing interconnection assets and rights at the four operating sites to the four joint ventures. XPLR has also agreed to sell interconnection assets and rights at a fifth location directly to a subsidiary of NEER. Total cash consideration for these sales is approximately $44 million.

Under the Agreement, XPLR intends to identify up to 500 MW of additional interconnection assets and rights to potentially sell to a subsidiary of NEER, but will not have the option to co-invest in battery storage projects at these locations. XPLR expects to use some or all of the proceeds from any such sales to fund a portion of its co-investments in the four joint ventures. The Agreement contains customary representations, warranties and covenants by the parties, including certain indemnification terms and mutual remedies.


20


XPLR INFRASTRUCTURE, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
(unaudited)
11. Commitments and Contingencies

Commitments – At March 31, 2026, XPLR OpCo had funding commitments related to four to-be-built battery storage projects. At March 31, 2026, XPLR OpCo's funding commitments are estimated to be approximately $56 million and $259 million in 2026 and 2027, respectively. The estimated commitments are subject to continuing review and adjustment and the actual amounts invested may vary from these estimates.

Legal Proceedings – XPLR, NEE, certain former executives of XPLR and certain current and former directors of XPLR are the named defendants in a purported federal securities class action lawsuit filed in the U.S. District Court for the Southern District of California (Southern District of California) in July 2025 that seeks unspecified damages alleging that the defendants made false and misleading statements regarding XPLR's business model, XPLR distributions and arrangements relating to Class B noncontrolling members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries are or were a party. The alleged class includes all persons or entities other than the defendants and certain affiliated parties of the defendants as named in the lawsuit who purchased or otherwise acquired XPLR securities between September 27, 2023 and January 27, 2025. In January 2026, the plaintiff filed an amended complaint expanding the putative class period to include all persons or entities other than the defendants and certain affiliated parties of the defendants as named in the lawsuit who purchased or otherwise acquired XPLR securities beginning on May 8, 2023. In March 2026, the defendants filed a motion to dismiss the complaint, and in May 2026, the plaintiff filed its opposition to this motion to dismiss. The defendants are vigorously defending against the claims in this proceeding.

XPLR, NEE, certain former executives of XPLR and certain current and former directors of XPLR are the named defendants in a purported unitholder derivative action filed in the Southern District of California in August 2025. The complaint alleges, among other allegations, that defendants breached their fiduciary duties by making, or causing XPLR to make, false and misleading statements regarding XPLR's business model, distributions, financial arrangements and equity needs. The plaintiff seeks declaratory and monetary relief, changes to corporate governance and internal procedures, and attorneys’ fees and costs. In November 2025, the Southern District of California issued an order to stay proceedings pending resolution of the motion to dismiss phase in the purported federal securities class action lawsuit described above.

21


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

XPLR is a limited partnership that, through its ownership in XPLR OpCo, has a partial ownership interest in clean energy infrastructure assets including wind, solar and battery storage projects and had an investment in natural gas pipeline assets, which was sold in September 2025 and has been presented as discontinued operations (see Note 1). XPLR consolidates the results of XPLR OpCo and its subsidiaries through its controlling interest in the general partner of XPLR OpCo. At March 31, 2026, XPLR owned an approximately 48.8% limited partner interest in XPLR OpCo and NEE Equity owned a noncontrolling 51.2% limited partner interest in XPLR OpCo. XPLR's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interests.

This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2025 Form 10-K. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussions, all comparisons are with the corresponding items in the prior year period.

A number of legislative, executive and administrative activities occurred in 2025 and 2026 that affect XPLR including 1) the enactment of the One Big Beautiful Bill Act (OBBBA) which, among other things, modified tax legislation affecting clean energy tax credits, 2) the issuance of a number of federal executive orders and presidential actions, 3) the imposition of tariffs on a variety of imports and 4) the issuance of guidance by various federal agencies. A number of similar activities remain pending or are in various phases of implementation, such as certain Treasury Department rulemaking authorized by the OBBBA, trade investigations that may lead to additional tariffs or place limitations on imports of certain materials and ordered reviews of, or process or policy changes with respect to, federal permitting and approvals for wind and solar projects. There has been no material impact on XPLR's operations or financial performance as a result of these developments and XPLR believes that the previously announced wind repowering program will qualify for clean energy tax credits if placed into service as planned. XPLR will assess any further developments for potential impacts in future periods.

Results of Operations
Three Months Ended 
 March 31,
2026 2025
(millions)
OPERATING REVENUES
$ 275  $ 282 
OPERATING EXPENSES
Operations and maintenance
134  110 
Depreciation and amortization 140  136 
Goodwill impairment charge —  253 
Taxes other than income taxes and other – net 18  16 
Total operating expenses – net 292  515 
OPERATING LOSS (17) (233)
OTHER INCOME (DEDUCTIONS)
Interest expense (102) (135)
Equity in earnings of equity method investees 12  16 
Other – net 8  3 
Total other deductions – net (82) (116)
LOSS BEFORE INCOME TAXES (99) (349)
INCOME TAX BENEFIT (51) (42)
LOSS FROM CONTINUING OPERATIONS (48) (307)
LOSS FROM DISCONTINUED OPERATIONS, net of tax benefit of $3 —  (21)
NET LOSS (48) (328)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 81  230 
NET INCOME (LOSS) ATTRIBUTABLE TO XPLR $ 33  $ (98)

22


Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Operating Expenses

Operations and Maintenance
O&M expenses increased $24 million during the three months ended March 31, 2026 primarily reflecting higher net operating expenses at the existing XPLR projects of approximately $13 million, which primarily reflects $17 million relating to higher outside services and rent expense associated with major component repairs, partly offset by $7 million of lower materials and supplies costs. The increase in O&M expenses also reflects the absence of a true-up of CSCS fees which occurred in 2025 of approximately $11 million.

Goodwill Impairment Charge
The $253 million goodwill impairment charge recognized during the three months ended March 31, 2025 reflects the non-cash goodwill impairment charge recognized in March 2025. See Note 4 – Nonrecurring Fair Value Measurements.

Other Income (Deductions)

Interest Expense
The decrease in interest expense of $33 million during the three months ended March 31, 2026 primarily reflects approximately $89 million of favorable mark-to-market activity ($9 million of gains recorded in 2026 compared to $80 million of losses in 2025), partly offset by $56 million of higher interest expense due to higher average debt outstanding with higher interest rates.

Income Taxes

For the three months ended March 31, 2026, XPLR recorded income tax benefit of $51 million on loss from continuing operations before income taxes of $99 million, resulting in an effective tax rate of approximately 52%. The tax benefit is primarily comprised of income tax benefits of approximately $50 million attributable to clean energy tax credits and $21 million at the federal statutory rate of 21%, partly offset by tax expense of $18 million related to taxes attributable to noncontrolling interests. See Note 5.

For the three months ended March 31, 2025, XPLR recorded income tax benefit of $42 million on loss from continuing operations before income taxes of $349 million, resulting in an effective tax rate of approximately 12%. The tax benefit is primarily comprised of income tax benefits of approximately $73 million at the federal statutory rate of 21%, $8 million of state income taxes and $5 million attributable to clean energy tax credits, partly offset by tax expense of $44 million related to taxes attributable to noncontrolling interests. See Note 5.

Loss from Discontinued Operations

Loss from discontinued operations reflects the results of the Meade pipeline investment and interest on related project-level indebtedness prior to the sale in September 2025. See Note 1.

Net Loss Attributable to Noncontrolling Interests

For the three months ended March 31, 2026, the change in net loss attributable to noncontrolling interests primarily reflects the change in the net income or loss attributable to NEE Equity's noncontrolling interest of approximately $134 million ($2 million of net income in 2026 compared to $132 million of net loss in 2025) and lower net loss allocated to differential membership interest investors of $36 million ($157 million in 2026 compared to $193 million in 2025), partly offset by lower net income attributable to Class B noncontrolling membership interests of $21 million, primarily due to the buyout of the Class B noncontrolling membership interests in XPLR Renewables II in April 2025 and XPLR Pipelines in September 2025. See Note 10 – Noncontrolling Interests.

Liquidity and Capital Resources

XPLR’s ongoing operations use cash to fund O&M expenses, including related party fees discussed in Note 9, maintenance capital expenditures, debt service payments and related derivative obligations (see Note 7 and Note 3) and distributions to the holders of noncontrolling interests. XPLR expects to satisfy these requirements primarily with cash on hand and cash generated from operations. In addition, XPLR expects to consider additional repowering opportunities at its existing projects and other investment opportunities, and to exercise buyout rights relating to Class B noncontrolling members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries are parties (see Note 10 – Noncontrolling Interests). The investment, development and buyout opportunities are expected to be funded with borrowings under credit facilities or term loans, issuances of indebtedness or capital raised pursuant to other financing structures, cash on hand and cash generated from operations and sales of clean energy tax credits (see Note 10 – Income Taxes), and may be funded with divestitures or issuances of additional XPLR common units, including under its ATM program (see Note 8 – ATM Program). XPLR may also utilize non-voting common units (convertible into common units) to fund the payment of specified portions of the purchase price payable in connection with the exercise of certain buyout rights (see Note 10 – Noncontrolling Interests). In addition, XPLR expects to fund debt maturities through refinancing.
23


XPLR may, but does not expect to, issue common units to satisfy XPLR's conversion obligation in excess of the aggregate principal amount of the convertible notes upon conversion.

These sources of funds are expected to be adequate to provide for XPLR's short-term and long-term liquidity and capital needs, although its ability to fund repowering of existing projects, fund battery storage and other investment opportunities, fund the purchase price payable in connection with the exercise of buyout rights, refinance debt maturities and return capital to common unitholders will depend on its ability to access capital on acceptable terms.

As a normal part of its business, depending on market conditions, XPLR expects from time to time to consider opportunities to repay, redeem, repurchase or refinance its indebtedness or equity arrangements. If available, additional debt financing, including refinancing, could impose operating restrictions, additional cash payment obligations and additional covenants, such as limitations on distributions to common unitholders.

XPLR OpCo has agreed to allow NEER or one of its affiliates to withdraw funds received by XPLR OpCo or its subsidiaries and to hold those funds in accounts of NEER or one of its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by XPLR's subsidiaries, until the financing agreements permit distributions to be made, or, in the case of XPLR OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. XPLR OpCo will have a claim for any funds that NEER fails to return:

•    when required by its subsidiaries’ financings;
•    when its subsidiaries’ financings otherwise permit distributions to be made to XPLR OpCo;
•    when funds are required to be returned to XPLR OpCo; or
•    when otherwise demanded by XPLR OpCo.

In addition, NEER and certain of its affiliates may withdraw funds in connection with certain long-term debt agreements and hold those funds in accounts belonging to NEER or its affiliates and provide credit support in the amount of such withdrawn funds. If NEER fails to return withdrawn funds when required by XPLR OpCo's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER in the amount of such withdrawn funds.

If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings, and will not pay interest on the withdrawn funds except as otherwise agreed upon with XPLR OpCo.

Liquidity Position

At March 31, 2026, XPLR's liquidity position was approximately $2,199 million. The table below provides the components of XPLR’s liquidity position:
March 31, 2026 Maturity Date
(millions)
Cash and cash equivalents $ 943 
Amounts due under the CSCS agreement 6 
Revolving credit facility(a)
1,250  2031
Total $ 2,199 

____________________
(a)    Excludes the term loan facility discussed below due to restrictions on the use of the borrowings. See Note 7.

Management believes that XPLR's liquidity position and cash flows from operations will be adequate to finance O&M expenses, maintenance capital expenditures and liquidity commitments. Management continues to regularly monitor XPLR's financing needs consistent with prudent balance sheet management.

Financing Arrangements

XPLR OpCo and its direct subsidiary are parties to the $1,250 million revolving credit facility which matures in February 2031. In order to borrow or to have letters of credit issued under the XPLR OpCo credit facility, as well as to avoid default and related acceleration provisions, XPLR OpCo and its direct subsidiary are required to, among other things, be in compliance with financial covenants of a maximum leverage ratio and a minimum interest coverage ratio, as defined in the XPLR OpCo credit facility. At March 31, 2026, XPLR and its direct subsidiary were in compliance with these required ratios. Under the XPLR OpCo credit facility, XPLR OpCo's ability to pay cash distributions is subject to certain other restrictions. See Note 7.

During the three months ended March 31, 2026, indirect subsidiaries of XPLR borrowed approximately $291 million under one limited-recourse senior secured variable rate term loan facility and at March 31, 2026, $259 million was available under the facility, subject to specified conditions. In April 2026, indirect subsidiaries of XPLR borrowed approximately $232 million under the term loan facility. As of May 7, 2026, approximately $27 million was available under the facility, subject to specified conditions. See Note 7.

24


XPLR OpCo and certain indirect subsidiaries are also subject to financings that contain financial covenants and distribution tests, including debt service coverage ratios. In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of XPLR's financings provide for interest payable at a fixed interest rate. However, certain of XPLR's financings accrue interest at variable rates based on an underlying index plus a margin. Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the related borrowings. In addition, under the project-level financing structures, each project or group of projects will be permitted to pay distributions out of available cash so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financing has occurred and is continuing at the time of such distribution or would result therefrom, and each project or group of projects is otherwise in compliance with the related covenants. For substantially all of the project-level financing structures, minimum debt service coverage ratios must be satisfied in order to make a distribution. At March 31, 2026, XPLR and its subsidiaries were in compliance with all financial debt covenants under their respective financing agreements.

Equity Arrangements

XPLR's ATM program expired in late March 2026. In order to renew the ATM program, in March 2026, XPLR filed a registration statement with the SEC, which became effective in April 2026, for up to $300 million of common units which may be sold under a renewed ATM program, depending on market conditions and other considerations, to support XPLR's liquidity and capital needs.

Capital Expenditures

Annual capital spending plans are developed based on projected requirements for the projects. Capital expenditures primarily represent the estimated cost of capital improvements, including development and construction expenditures that are expected to increase XPLR OpCo’s operating income or operating capacity over the long term. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the three months ended March 31, 2026 and 2025, XPLR had capital expenditures of approximately $25 million and $89 million, respectively, primarily relating to repowering of wind facilities. XPLR expects to have capital expenditures totaling approximately $315 million related to investments in four joint ventures which will each develop, construct and operate a separate battery storage project which are expected to be completed in 2027 (see Note 11 – Commitments). These estimates are subject to continuing review and adjustments and actual capital expenditures may vary significantly from these estimates.

Cash Flows

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following table reflects the changes in cash flows for the comparative periods:

Three Months Ended March 31,
2026 2025 Change
(millions)
Net cash provided by (used in) operating activities
$ (5) $ 90  $ (95)
Net cash used in investing activities $ (19) $ (49) $ 30 
Net cash provided by financing activities $ 2  $ 1,217  $ (1,215)

Net Cash Provided by (Used in) Operating Activities

The change in net cash provided by (used in) operating activities was primarily driven by higher O&M and interest expenses and the timing of transactions impacting working capital.

Net Cash Used in Investing Activities
Three Months Ended March 31,
2026 2025
(millions)
Capital expenditures and other investments $ (25) $ (89)
Payments from related parties under CSCS agreement – net 6  34 
Other – net
—  6 
Net cash used in investing activities $ (19) $ (49)

The decrease in net cash used in investing activities was primarily driven by lower capital expenditures and other investments, partly offset by lower payments received from NEER subsidiaries (net of amounts paid) under the CSCS agreement.

25


Net Cash Provided by Financing Activities
Three Months Ended March 31,
2026 2025
(millions)
Proceeds from issuance of common units – net $ 3  $ 3 
Issuances of long-term debt – net 125  1,218 
Debt issuance costs (6) (19)
Partner distributions – net (16) (16)
Proceeds related to differential membership interests – net
60  73 
Buyout of differential membership investors (141) (20)
Payments to Class B noncontrolling interest investors (20) (21)
Other – net (3) (1)
Net cash provided by financing activities $ 2  $ 1,217 

The decrease in net cash provided by financing activities primarily reflects lower issuances of long-term debt, net of retirements and buyout of differential membership investors in 2026.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those that XPLR believes are both most important to the portrayal of its financial condition and results of operations, and require complex, subjective judgments, often as a result of the need to make assumptions about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the critical accounting estimates may result in materially different amounts being reported under different conditions or using different assumptions. XPLR’s significant accounting policies, including those requiring critical accounting estimates, were reported in the 2025 Form 10-K. There have been no material changes regarding these significant accounting policies, including critical accounting estimates.

See Note 4 – Nonrecurring Fair Value Measurements for a discussion of goodwill impairment.

Quantitative and Qualitative Disclosures About Market Risk

XPLR is exposed to market risks in its normal business activities. Market risk is measured as the potential loss that may result from hypothetical reasonably possible market changes associated with its business over the next year. The types of market risks include interest rate and counterparty credit risks.

Interest Rate Risk

XPLR is exposed to risk resulting from changes in interest rates associated with outstanding and expected future debt issuances and borrowings. XPLR manages interest rate exposure by monitoring current interest rates, entering into interest rate contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements (see Note 3).

XPLR has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At March 31, 2026, approximately 98% of the long-term debt, including current maturities, was not exposed to fluctuations in interest expense as it was either fixed rate debt or financially hedged. At March 31, 2026, the estimated fair value of XPLR's long-term debt was approximately $6.5 billion and the carrying value of the long-term debt was $6.3 billion. See Note 4 – Financial Instruments Recorded at Other than Fair Value. Based upon a hypothetical 10% decrease in interest rates, the fair value of XPLR's long-term debt would increase by approximately $115 million at March 31, 2026.

At March 31, 2026, XPLR had interest rate contracts with a net notional amount of approximately $2.2 billion related to managing exposure to the variability of cash flows associated with outstanding and expected future debt issuances and borrowings. Based upon a hypothetical 10% decrease in rates, XPLR’s net derivative assets at March 31, 2026 would decrease by approximately $40 million.

Counterparty Credit Risk

Risks surrounding counterparty performance and credit risk could ultimately impact the amount and timing of expected cash flows. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties under the terms of their contractual obligations. XPLR monitors and manages credit risk through credit policies that include a credit approval process and the use of credit mitigation measures such as prepayment arrangements in certain circumstances. XPLR also seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Management's Discussion – Quantitative and Qualitative Disclosures About Market Risk.

26


Item 4. Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures

As of March 31, 2026, XPLR had performed an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of XPLR's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of XPLR concluded that XPLR's disclosure controls and procedures were effective as of March 31, 2026.

(b)    Changes in Internal Control Over Financial Reporting

XPLR is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls. This results in refinements to processes throughout XPLR. However, there has been no change in XPLR's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that occurred during XPLR's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, XPLR's internal control over financial reporting.

27


PART II – OTHER INFORMATION
Item 1. Legal Proceedings

See Note 11 – Legal Proceedings.

With regard to environmental proceedings to which a governmental authority is a party, XPLR's policy is to disclose any such proceeding if it is reasonably expected to result in monetary sanctions of greater than or equal to $1 million.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the 2025 Form 10-K. The factors discussed in Part I, Item 1A. Risk Factors in the 2025 Form 10-K, as well as other information set forth in this report, which could materially adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan, should be carefully considered. The risks described in the 2025 Form 10-K are not the only risks facing XPLR. Additional risks and uncertainties not currently known to XPLR, or that are currently deemed to be immaterial, also may materially adversely affect XPLR's business, financial condition, results of operations, liquidity and ability to execute its business plan.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Information regarding purchases made by XPLR of its common units during the three months ended March 31, 2026 is as follows:
Period
Total Number
of Units Purchased(a)
Average Price Paid
Per Unit
Total Number of Units
Purchased as Part of a
Publicly Announced
Program
Maximum Number of
Units that May Yet be
Purchased Under the
Program
1/1/26 – 1/31/26 —  —  — —
2/1/26 – 2/28/26 58,186 $ 10.18  — —
3/1/26 – 3/31/26 — —  — —
Total 58,186 $ 10.18  —
____________________
(a)    In February 2026, shares of common units were withheld from recipients to pay certain withholding taxes upon the vesting of stock awards granted to such recipients under the XPLR Infrastructure, LP 2024 Long Term Incentive Plan or the NextEra Energy Partners, LP 2014 Long-Term Incentive Plan.

Item 5. Other Information

(a)    (i)    XPLR held its 2026 Annual Meeting of Unitholders (2026 Annual Meeting) on May 6, 2026. At the 2026 Annual Meeting, XPLR's unitholders elected all of XPLR’s nominees for director and approved three proposals. The proposals are described in detail in XPLR's definitive proxy statement on Schedule 14A for the 2026 Annual Meeting (Proxy Statement), filed with the SEC on March 26, 2026. The voting results below reflect any applicable voting limitations and cutbacks as described in the Proxy Statement.

The final voting results with respect to each proposal voted upon at the 2026 Annual Meeting are set forth below.

Proposal 1

XPLR's unitholders elected each of the four nominees to the board of directors of XPLR until the next annual meeting of unitholders by a majority of the votes cast, as set forth below:
FOR
% VOTES
CAST FOR
AGAINST ABSTENTIONS
BROKER
NON-VOTES
Susan D. Austin 37,855,831 81.7% 8,462,231 5,424,339 21,851,766
Robert J. Byrne 39,497,609 85.3% 6,824,068 5,420,724 21,851,766
John W. Ketchum 27,496,189 59.4% 18,824,127 5,422,085 21,851,766
Peter H. Kind 37,829,750 81.8% 8,431,717 5,480,934 21,851,766
Without giving effect to the voting limitation and cutbacks that apply to the election of directors as described in the Proxy Statement, the percent of the votes cast FOR Ms. Austin would have been 94.6%, FOR Mr. Byrne would have been 95.6%, FOR Mr. Ketchum would have been 88.0% and FOR Mr. Kind would have been 94.6%.

28


Proposal 2

XPLR's unitholders ratified the appointment of Deloitte & Touche LLP as XPLR's independent registered public accounting firm for 2026, as set forth below:
FOR
% VOTES
CAST FOR
AGAINST ABSTENTIONS
BROKER
NON-VOTES
163,123,425 99.3% 1,080,524 238,224 —

Proposal 3

XPLR's unitholders approved, by non-binding advisory vote, XPLR's compensation of its named executive officers as disclosed in the Proxy Statement, as set forth below:
FOR
% VOTES
CAST FOR
AGAINST ABSTENTIONS
BROKER
NON-VOTES
130,191,230 92.3% 10,816,686 1,582,491 21,851,766

Proposal 4

XPLR's unitholders approved the XPLR Infrastructure, LP Amended and Restated 2024 Long Term Incentive Plan (Amended and Restated 2024 LTIP) as discussed in the Proxy Statement, as set forth below:
FOR
% VOTES
CAST FOR
AGAINST ABSTENTIONS
BROKER
NON-VOTES
128,181,561 90.9% 12,841,281 1,567,565 21,851,766

(ii)    As noted above, at the 2026 Annual Meeting held on May 6, 2026, XPLR’s unitholders approved the Amended and Restated 2024 LTIP, under which XPLR may make compensatory equity-based awards to directors, officers and employees of XPLR and to employees of XPLR’s affiliates (and other independent service providers). The modifications to XPLR’s initial 2024 Long Term Incentive Plan effected by the Amended and Restated 2024 LTIP: (i) increase from 1,100,000 common units to 2,000,000 common units the total number of common units available for grant under the Amended and Restated 2024 LTIP, subject to adjustment as provided for in the plan; (ii) provide for a minimum vesting period of one year for awards, subject to specified exceptions; and (iii) provide that no delegation of authority to grant awards shall be permitted to individuals who are either subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 or to the short-swing trading provisions of Section 16(b) of the Securities Exchange Act of 1934. The foregoing description is qualified by reference to the text of the Amended and Restated 2024 LTIP, which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q.

(c)    During the three months ended March 31, 2026, no director or officer of XPLR adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

29


Item 6. Exhibits

Exhibit
Number
Description
10.1*
10.2*
10.3*
10.4
31(a)
31(b)
32
101.INS XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Schema Document
101.PRE XBRL Presentation Linkbase Document
101.CAL XBRL Calculation Linkbase Document
101.LAB XBRL Label Linkbase Document
101.DEF XBRL Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
__________________________
*    Incorporated herein by reference.

XPLR agrees to furnish to the SEC upon request any instrument with respect to long-term debt that XPLR has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.

30


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:  May 7, 2026

XPLR INFRASTRUCTURE, LP
(Registrant)
WILLIAM J. GOUGH
William J. Gough
Controller and Principal Accounting Officer
(Principal Accounting Officer)

31
EX-10.4 2 xplr-q12026xex104.htm EX-10.4 Document
Exhibit 10.4
XPLR Infrastructure, LP
AMENDED AND RESTATED 2024 LONG TERM INCENTIVE PLAN
XPLR Infrastructure, LP, a limited partnership (the “Partnership”), sets forth herein the terms of its Amended and Restated 2024 Long Term Incentive Plan (the “Plan”), as follows:
1. PURPOSE
The Plan is intended to (1) provide participants with an incentive to contribute to the Partnership’s success and to manage the Partnership’s business in a manner that will provide for the Partnership’s long-term growth and profitability to benefit its unitholders and other important stakeholders, including its employees and customers, and (2) provide a means of obtaining, rewarding and retaining key personnel.
2. DEFINITIONS
For purposes of interpreting the Plan documents (including the Plan and Award Agreements), the following definitions shall apply:
2.1 “Affiliate” of the Partnership means any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
2.2 “Applicable Laws” means the legal requirements relating to the Plan and the Awards under (a) applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders of any jurisdiction applicable to Awards granted to residents therein and (b) the rules of any Stock Exchange on which the Units are listed.
2.3 “Award” means a grant under the Plan of an Option, a Unit Appreciation Right, Restricted Units, Deferred Units, Unrestricted Units, a Performance Unit or other Performance-Based Award, or an Other Equity-Based Award.
2.4 “Award Agreement” means the agreement between the Partnership and a Grantee that evidences and sets out the terms and conditions of an Award.
2.5 “Board” means the Board of Directors of the Partnership.
2.6 “Cause” means, with respect to any Grantee, as determined by the Committee and unless otherwise provided in an applicable agreement between such Grantee and the Partnership or an Affiliate, (a) repeated violations by such Grantee of such Grantee’s obligations to the Partnership or such Affiliate (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on such Grantee’s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Partnership or such Affiliate and which are not remedied within a reasonable period of time after such Grantee’s receipt of written notice from the Partnership specifying such violations, (b) the conviction of such Grantee of a felony involving an act of dishonesty intended to result in substantial personal enrichment of such Grantee at the expense of the Partnership or an Affiliate, or (c) prior to a Change in Control, such other events as shall be determined by the Committee in its sole discretion. Any determination by the Committee whether an event constituting Cause shall have occurred shall be final, binding and conclusive.
2.7 “Change in Control” means the occurrence of any Person, other than a Person approved by the Partnership, becoming the general partner of the Partnership.
2.8 “Code” means the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto.
1


2.9 “Committee” means a committee of, and designated from time to time by resolution of, the Board.
2.10 “Deferred Unit” means a bookkeeping entry representing the equivalent of one (1) Unit awarded to a Grantee pursuant to Section 10 that (a) is not subject to vesting, or (b) is subject to time-based vesting, but not to performance-based vesting.
2.11 “Determination Date” means the Grant Date or such other date as of which the Fair Market Value of a Unit is required to be established for purposes of the Plan.
2.12 “Disability” means any condition as a result of which a Grantee is determined to be totally disabled for purposes of (a) the Partnership’s executive long-term disability plan, for Grantees who participate in such plan, or (b) the Partnership’s long-term disability plan, for Grantees who do not participate in the Partnership’s executive long-term disability plan.
2.13 “Employee” means, as of any date of determination, an employee (including an officer) of the Partnership or an Affiliate.
2.14 “Effective Date” shall have the meaning set forth in Section 5.1.
2.15 “Exchange Act” means the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended.
2.16 “Fair Market Value” means the fair market value of a Unit for purposes of the Plan, which shall be determined as of any Determination Date as follows:
(a) If on such Determination Date the Units are listed on a Stock Exchange, or are publicly traded on another established securities market (a “Securities Market”), the Fair Market Value of a Units shall be the closing price of the Unit on the trading day immediately preceding such Determination Date as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on the trading day immediately preceding such Determination Date, the Fair Market Value of a Unit shall be the closing price of the Unit on the next preceding day on which any sale of Units shall have been reported on such Stock Exchange or such Securities Market.
(b) If on such Determination Date the Units are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of a Unit shall be the value of the Unit on such Determination Date as determined by the Committee by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.
2.17 “General Partner” means XPLR Infrastructure Partners GP, Inc.
2.18 “Grant Date” means, as determined by the Committee, (a) the date as of which the Committee completes the corporate action constituting the Award or (b) such date subsequent to the date specified in clause (a) above as may be specified by the Committee.
2.19 “Grantee” means a person who receives or holds an Award under the Plan.
2.20 “Option” means an option to purchase one or more Units pursuant to the Plan, which will be non-qualified options (i.e. options that do not meet the requirements of section 422 of the Code).
2.21 “Option Price” means the exercise price for each Unit subject to an Option.
2.22 “Outside Director” means a member of the Board who is not an Employee.
2.23 “Other Equity-Based Award” means an Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Units, other than an Option, a Unit Appreciation Right, Restricted Units, a Deferred Unit or Unrestricted Units.
2.24 “Partnership” means XPLR Infrastructure, LP.
2


2.25 “Performance-Based Award” means an Award of Options, Unit Appreciation Rights, Restricted Units, Deferred Units, Performance Units or Other Equity-Based Awards made subject to the achievement of performance goals (as provided in Section 14) over a performance period specified by the Committee.
2.26 “Plan” means this XPLR Infrastructure, LP. Amended and Restated 2024 Long Term Incentive Plan.
2.27 “Person” means “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act (or any successor section thereto).
2.28 “Prior Plan” means the Partnership’s 2014 Long Term Incentive Plan.
2.29 “Restricted Period” shall have the meaning set forth in Section 10.2.
2.30 “Restricted Units” means Units awarded to a Grantee pursuant to Section 10.
2.31 “Securities Act” means the Securities Act of 1933, as amended, as now in effect or as hereafter amended.
2.32 “Service” means service of a Grantee as an Employee or service of such Grantee as a member of the Board or of the board of directors or similar governing body of any Affiliate. Unless otherwise provided in the applicable Award Agreement, in another agreement with the Grantee or otherwise in writing, such Grantee’s change in position or duties with the Partnership or any Affiliate shall not result in interrupted or terminated Service, so long as the Grantee continues to be an Employee or continues to serve as a member of the Board or of the board of directors or similar governing body of any Affiliate. Any determination by the Committee whether a termination of Service shall have occurred for purposes of the Plan shall be final, binding and conclusive. A Grantee shall not be considered to have terminated Service with the Partnership or any of its Affiliates for purposes of any payments under this Plan which are subject to Section 409A of the Code until the Grantee has incurred a “separation from service” from the Partnership or such Affiliate within the meaning of Section 409A of the Code.
2.33 “Stock Exchange” means the New York Stock Exchange or another established national or regional stock exchange.
2.34 “Substitute Award” means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted under a compensatory plan by a business entity acquired or to be acquired by the Partnership or an Affiliate or with which the Partnership or an Affiliate has combined or will combine.
2.35 “Units” means the common units, par value $0.01 per unit, of the Partnership, or any security which units may be changed into or for which units may be exchanged.
2.36 “Unit Appreciation Right” or “UAR” means a right granted to a Grantee pursuant to Section 9.
2.37 “UAR Price” shall have the meaning set forth in Section 9.1
2.38 “Unrestricted Units” shall have the meaning set forth in Section 11.
Unless the context otherwise requires, all references in the Plan to “including” shall mean “including without limitation.”
References in the Plan to any Code Section shall be deemed to include, as applicable, regulations promulgated under such Code Section.
3


3. ADMINISTRATION OF THE PLAN
3.1 Committee.
3.1.1 Powers and Authorities.
The Committee shall administer the Plan and shall have such powers and authorities related to the administration of the Plan. Without limiting the generality of the foregoing, the Committee shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan which the Committee deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be made by (a) the affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present (a majority of the Committee shall constitute a quorum), or (b) the unanimous consent of the members of the Committee executed in writing in accordance with the Partnership’s partnership agreement and bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret and construe all provisions of the Plan, any Award and any Award Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Committee shall be final, binding and conclusive whether or not expressly provided for in any provision of the Plan, such Award or such Award Agreement. In the event that the Plan, any Award or any Award Agreement provides for any action to be taken by the Board or any determination to be made by the Board, such action may be taken or such determination may be made by the Committee constituted in accordance with this Section 3.1 if the Board has delegated the power and authority to do so to such Committee
3.1.2 Composition of Committee; Delegation.
The Committee shall be a committee composed of not fewer than two directors of the Partnership designated by the Board to administer the Plan and such committee members shall satisfy any independence standards required by Applicable Law or Stock Exchange. The Committee may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Partnership or any Affiliate provided that such delegation and grants are consistent with Applicable Law. No delegation shall permit the grant of Awards to individuals who are subject to either the reporting requirements of Section 16(a) of the Exchange Act or the short-swing trading provisions of Section 16(b) of the Exchange Act.
3.2 Board.
The Board from time to time may exercise any or all of the powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 and other applicable provisions of the Plan, as the Board shall determine, consistent with the Partnership’s partnership agreement and bylaws and Applicable Laws.
3.3 Terms of Awards.
3.3.1 Committee Authority.
Subject to the other terms and conditions of the Plan, the Committee shall have full and final authority to:
(a) designate Grantees;
(b) determine the type or types of Awards to be made to a Grantee;
4


(c) determine the number of Units to be subject to an Award; (d) establish the terms and conditions of each Award (including the Option Price of any Option), the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or Units subject thereto, and the treatment of an Award in the event of a Change in Control (subject to applicable agreements);
(e)    prescribe the form of each Award Agreement evidencing an Award; and
(f) subject to the limitation on repricing in Section 3.4, amend, modify or supplement the terms of any outstanding Award, which authority shall include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to modify outstanding Awards made to eligible natural persons who are foreign nationals or are natural persons who are employed outside the United States to reflect differences in local law, tax policy, or custom, provided that, notwithstanding the foregoing, no amendment, modification or supplement of the terms of any outstanding Award shall, without the consent of the Grantee thereof, impair the Grantee’s rights under such Award.
3.3.2 Forfeiture; Recoupment.
The Committee may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of Employees or clients of the Partnership or any Affiliate, (d) confidentiality obligation with respect to the Partnership or any Affiliate, (e) Partnership policy or procedure, (f) other agreement or (g) any other obligation of such Grantee to the Partnership or any Affiliate, as and to the extent specified in such Award Agreement. The Committee may annul an outstanding Award if the Grantee thereof is an Employee and is terminated for Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other agreement between the Partnership or such Affiliate and such Grantee, as applicable. Any Award granted pursuant to the Plan shall be subject to mandatory repayment by the Grantee to the Partnership to the extent the Grantee is, or in the future becomes, subject to (a) any Partnership “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise, or (b) any law, rule or regulation which imposes mandatory recoupment under circumstances set forth in such law, rule or regulation.
3.4 No Repricing.
Except in connection with a transaction involving the Partnership (including, without limitation, any distribution (whether in the form of cash, Units, other securities or other property), unit split, extraordinary cash distribution, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Units or other securities or similar transaction), the Partnership may not, without obtaining unitholder approval: (a) amend the terms of outstanding Options or UARs to reduce the exercise price of such outstanding Options or UARs; (b) cancel outstanding Options or UARs in exchange for Options or UARs with an exercise price that is less than the exercise price of the original Options or UARs; or (c) cancel outstanding Options or UARs with an exercise price above the current unit price in exchange for cash or other securities.
3.5 Deferral Arrangement.
The Committee may permit or require the deferral of any payment pursuant to any Award into a deferred compensation arrangement, subject to such rules and procedures as it may establish. Any such deferrals shall be made in a manner that complies with Code Section 409A.
3.6 No Liability.
5


No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.
3.7 Registration; Units Certificates.
Notwithstanding any provision of the Plan to the contrary, the ownership of the Units issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion, deems appropriate.
4. UNITS SUBJECT TO THE PLAN
4.1 Number of Units Available for Awards.
Subject to such additional Units as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Sections 4.2 and 16, the maximum number of Units available for issuance under the Plan shall be equal to 2,000,000 Units, plus the number of Units subject to awards outstanding under the Prior Plan as of the Effective Date which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such Units.
4.2 Adjustments in Authorized Units.
In the event of any change in the outstanding Units by reason of any Unit distribution or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Units or other corporate exchange, or any distribution to holders of Units other than regular cash distributions or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Units or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price or exercise price of any Unit Appreciation Right and/or (iii) any other affected terms of such Awards.
4.3 Units Usage.
(a) Units subject to an Award shall be counted as used as of the Grant Date.
(b) Any Units that are subject to Awards, shall be counted against the Units issuance limit set forth in Section 4.1 as one (1) Unit for every one (1) Unit subject to an Award. With respect to UARs, the number of Units subject to an Award of UARs will be counted against the aggregate number of Units available for issuance under the Plan regardless of the number of Units actually issued to settle the UAR upon exercise. The target number of Units issuable under a Performance Units grant shall be counted against the Units issuance limit set forth in Section 4.1 as of the Grant Date, but such number shall be adjusted to equal the actual number of Units issued upon settlement of the Performance Units to the extent different from such target number of Units.
(c) Notwithstanding anything to the contrary in Section 4.3(a) or Section 4.3(b), any Units subject to Awards under the Plan which thereafter terminate by expiration, forfeiture, cancellation, or otherwise, without the issuance of such Units, shall be available again for issuance under the Plan.
(d) Notwithstanding anything to the contrary in this Section 4, the number of Units (i) tendered or withheld or subject to an Award surrendered in connection with the purchase of Units upon exercise of an Option as provided in Section 12.2, (ii) deducted or delivered from payment of an Award in connection with the Partnership’s tax withholding obligations as provided in Section 17.3 or (iii) purchased by the Partnership with proceeds from Option exercises will not increase the number of Units available for issuance under the Plan.
5. EFFECTIVE DATE; TERM; AMENDMENT AND TERMINATION
5.1 Effective Date.
6


The Plan was adopted by the Board on February 20, 2024, subject to unitholder approval at the next annual meeting. The Plan became effective at the time of unitholder approval (the “Effective Date”). The Plan was subsequently amended and restated on February 9, 2026, subject to unitholder approval at the next annual meeting.
5.2 Term.
The Plan shall terminate automatically ten (10) years after the Effective Date and may be terminated on any earlier date as provided in Section 5.3.
5.3 Amendment and Termination.
The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any Units as to which Awards have not been made. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment by the Partnership’s unitholders to the extent provided by the Board or required by Applicable Laws (including the rules of any Stock Exchange on which the Units are then listed), provided that no amendment shall be made to the no-repricing provisions of Section 3.4 or the Option pricing provisions of Section 8.1 without the approval of the Partnership’s unitholders. No amendment, suspension or termination of the Plan shall impair rights or obligations under any Award theretofore made under the Plan without the consent of the Grantee thereof.
6. AWARD ELIGIBILITY AND LIMITATIONS
6.1 Eligible Service Providers.
Subject to this Section 6, Awards may be made under the Plan to any individual who is an Employee or a non-employee director (or other independent service provider of the Partnership or an Affiliate) as the Committee shall determine and designate from time to time.
6.2 Minimum Vesting Requirement.
Notwithstanding any other provision of the Plan to the contrary, any Award granted under the Plan shall vest no earlier than the first anniversary of the Grant Date of such Award; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: (a) Substitute Awards; (b) Units delivered in lieu of fully vested cash obligations; and (c) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the Units authorized for issuance under the Plan pursuant to Section 4.1 (subject to adjustment pursuant to Section 16); and, provided further that the foregoing restriction shall not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, pursuant to the terms of the applicable Award Agreement, or otherwise. For purposes of this Section 6.2, “accelerated exercisability or vesting” shall mean the immediate and permanent vesting of an Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.
7. AWARD AGREEMENT
Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements employed under the Plan from time to time or at the same time need not contain similar provisions, but shall be consistent with the terms of the Plan.
8. TERMS AND CONDITIONS OF OPTIONS
8.1 Option Price.
The Option Price of each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. The Option Price of each Option shall be at least the Fair Market Value of one (1) Unit on the Grant Date.
7


8.2 Vesting.
Subject to Section 6.2, Section 8.3 and Section 16, each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Committee and stated in the Award Agreement, in another agreement with the Grantee or otherwise in writing.
8.3 Term.
Each Option granted under the Plan shall terminate, and all rights to purchase Units thereunder shall cease, upon the expiration of ten (10) years from the Grant Date of such Option, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option.
8.4 Termination of Service.
Each Award Agreement with respect to the grant of an Option shall set forth the extent to which the Grantee thereof, if at all, shall have the right to exercise such Option following termination of such Grantee’s Service.
8.5 Limitations on Exercise of Option.
Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to in Section 16 which results in the termination of such Option.
8.6 Method of Exercise.
Subject to the terms of Section 12 and Section 16, an Option that is exercisable may be exercised by the Grantee’s delivery to the Partnership or its designee or agent of notice of exercise on any business day, at the Partnership’s principal office or the office of such designee or agent, on the form specified by the Partnership and in accordance with any additional procedures specified by the Committee. Such notice shall specify the number of Units with respect to which such Option is being exercised and shall be accompanied by payment in full of the Option Price of the Units for which such Option is being exercised plus the amount (if any) of federal and/or other taxes which the Partnership may, in its judgment, be required to withhold with respect to the exercise of such Option.
8.7 Rights of Holders of Options.
Unless otherwise stated in the applicable Award Agreement, a Grantee or other person holding or exercising an Option shall have none of the rights of a unitholder of the Partnership (for example, the right to receive distributions attributable to the Units subject to such Option, to direct the voting of the Units subject to such Option, or to receive notice of any meeting of the Partnership’s unitholders) until the Units subject thereto are fully paid and issued to such Grantee or other person.
8.8 Delivery of Units.
Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive such evidence of such Grantee’s ownership of the Units subject to such Option as shall be consistent with Section 3.7.
8.9 Transferability of Options.
During the lifetime of a Grantee of an Option, only such Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such Option. No Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.
9. TERMS AND CONDITIONS OF UNIT APPRECIATION RIGHTS
8


9.1 Right to Payment and Grant Price.
A UAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (x) the Fair Market Value of one (1) Unit on the date of exercise over (y) the per unit exercise price of such UAR (the “UAR Price”) as determined by the Committee. The Award Agreement for a UAR shall specify the UAR Price, which shall be no less than the Fair Market Value of one (1) Unit on the Grant Date of such UAR. UARs may be granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with all or any part of any other Award or without regard to any Option or other Award, provided that a UAR that is granted subsequent to the Grant Date of a related Option must have a UAR Price that is no less than the Fair Market Value of one (1) Unit on the Grant Date of such UAR.
9.2 Other Terms.
Subject to Section 6.2, the Committee shall determine, on the Grant Date or thereafter, the time or times at which and the circumstances under which a UAR may be exercised in whole or in part (including based on achievement of performance goals and/or future Service requirements), the time or times at which UARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Units shall be delivered or deemed to be delivered to Grantees, whether or not a UAR shall be granted in tandem or in combination with any other Award, and any and all other terms and conditions of any UAR.
9.3 Term.
Each UAR granted under the Plan shall terminate, and all rights thereunder shall cease, upon the expiration of ten (10) years from the Grant Date of such UAR or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such UAR.
9.4 Transferability of UARS.
During the lifetime of a Grantee of a UAR, only the Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such UAR. No UAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.
10. TERMS AND CONDITIONS OF RESTRICTED UNITS AND DEFERRED UNITS
10.1 Grant of Restricted Units or Deferred Units.
Awards of Restricted Units and Deferred Units may be made for consideration or for no consideration, other than the par value of the Unit, which shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Partnership or an Affiliate.
10.2 Restrictions.
At the time a grant of Restricted Units or Deferred Units is made, the Committee may, in its sole discretion, (a) subject to Section 6.2, establish a period of time (a “Restricted Period”) applicable to such Restricted Units or Deferred Units and (b) prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the satisfaction of corporate or individual performance goals, which may be applicable to all or any portion of such Restricted Units or Deferred Units as provided in Section 14.
10.3 Registration; Restricted Units Certificates.
Pursuant to Section 3.7, to the extent that ownership of Restricted Units is evidenced by a book-entry registration or direct registration (including transaction advices), such registration shall be notated to evidence the restrictions imposed on such Award of Restricted Units under the Plan and the applicable Award Agreement.
9


Subject to Section 3.7 and the immediately following sentence, the Partnership may issue, in the name of each Grantee to whom Restricted Units has been granted, unit certificates representing the total number of Restricted Units granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Units. The Committee may provide in an Award Agreement that either (a) the Secretary of the Partnership shall hold such certificates for such Grantee’s benefit until such time as such Units of Restricted Units are forfeited to the Partnership or the restrictions applicable thereto lapse and such Grantee shall deliver a power to the Partnership with respect to each certificate, or (b) such certificates shall be delivered to such Grantee, provided that such certificates shall bear legends that comply with applicable securities laws and regulations and make appropriate reference to the restrictions imposed on such Award of Restricted Units under the Plan and such Award Agreement.
10.4 Rights of Holders of Restricted Units.
Unless the Committee otherwise provides in an Award Agreement or in the partnership agreement, holders of Restricted Units shall have the right to vote such Units and the right to receive any distributions paid with respect to such Units. The Committee may provide that such distributions may or may not be subject to the same vesting conditions and restrictions as the vesting conditions and restrictions applicable to the Restricted Units. Distributions paid on Restricted Units which vest or are earned based upon the achievement of performance goals shall not vest unless such performance goals for such Restricted Units are achieved, and if such performance goals are not achieved, the Grantee of such Restricted Units shall promptly forfeit and repay to the Partnership such distribution payments. All unit distributions, if any, received by a Grantee with respect to Restricted Units as a result of any unit split, distribution, combination of units, or other similar transaction shall be subject to the vesting conditions and restrictions applicable to such Restricted Units.
10.5 Rights of Holders of Deferred Units.
10.5.1 Voting and Distribution Rights.
Holders of Deferred Units shall have no rights as unitholders of the Partnership (for example, the right to receive cash distributions attributable to the Units subject to such Deferred Units, to direct the voting of the Units subject to such Deferred Units, or to receive notice of any meeting of the Partnership’s unitholders). The Committee may provide in an Award Agreement evidencing a grant of Deferred Units that the holder of such Deferred Units shall be entitled to receive the Partnership’s payment of a cash distribution on its outstanding Units. Such cash payments paid in connection with Deferred Units which vest or are earned based upon the achievement of performance goals shall not vest unless such performance goals for such Deferred Units are achieved, and if such performance goals are not achieved, the Grantee of such Deferred Units shall promptly forfeit and repay to the Partnership such cash payments.
10.5.2 Creditor’s Rights.
A holder of Deferred Units shall have no rights other than those of a general unsecured creditor of the Partnership. Deferred Units represent an unfunded and unsecured obligation of the Partnership, subject to the terms and conditions of the applicable Award Agreement.
10.6 Termination of Service.
Unless the Committee otherwise provides in an Award Agreement, in another agreement with the Grantee or otherwise in writing after such Award Agreement is entered into, but prior to termination of Grantee’s Service, upon the termination of such Grantee’s Service, any Restricted Units or Deferred Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such Restricted Units or Deferred Units, the Grantee thereof shall have no further rights with respect thereto, including any right to vote such Restricted Units or any right to receive distributions with respect to such Restricted Units or Deferred Units.
10


10.7 Delivery of Units.
Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to Restricted Units or Deferred Units settled in Units shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration (including transaction advices) or a unit certificate evidencing ownership of such Units shall be issued, free of all such restrictions, to the Grantee thereof or such Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Deferred Units once the Units represented by such Deferred Units have been delivered.
11. TERMS AND CONDITIONS OF UNRESTRICTED UNITS AWARDS AND OTHER EQUITY-BASED AWARDS
11.1 Unrestricted Unit Awards.
The Committee may, in its sole discretion, grant an Award to any Grantee pursuant to which such Grantee may receive Units free of any restrictions (“Unrestricted Units”) under the Plan, subject to Section 6.2. Unrestricted Unit Awards may be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of past or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Partnership or an Affiliate or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee.
11.2 Other Equity-Based Awards.
The Committee may, in its sole discretion, grant Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this Section 11.2 may be granted with, subject to Section 6.2, vesting, value and/or payment contingent upon the achievement of one or more performance goals. The Committee shall determine the terms and conditions of Other Equity-Based Awards at the Grant Date or thereafter. Unless the Committee otherwise provides in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, upon the termination of a Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof shall have no further rights with respect to such Other Equity-Based Award.
12. FORM OF PAYMENT FOR OPTIONS
12.1 General Rule.
Payment of the Option Price for the Units purchased pursuant to the exercise of an Option shall be made in cash or in cash equivalents acceptable to the Partnership.
12.2 Surrender of Units.
To the extent that the applicable Award Agreement so provides, payment of the Option Price for Units purchased pursuant to the exercise of an Option may be made all or in part through the tender or attestation to the Partnership of Units, which shall be valued, for purposes of determining the extent to which such Option Price has been paid thereby, at their Fair Market Value on the date of exercise.
12.3 Cashless Exercise.
To the extent permitted by Applicable Laws and to the extent the Award Agreement so provides, payment of the Option Price for Units purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Partnership to sell Units and to deliver all or part of the proceeds of such sale to the Partnership in payment of such Option Price and any withholding taxes, or, with the consent of the Partnership, by issuing the number of Units equal in value to the difference between such Option Price and the Fair Market Value of the Units subject to the portion of such Option being exercised.
11


13. [RESERVED]
14. TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS
14.1 Grant of Performance-Based Awards.
Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance-Based Awards to a Plan participant in such amounts and upon such terms as the Committee shall determine.
14.2 Value of Performance-Based Awards.
Each grant of a Performance-Based Award shall have an initial value or target number of Units that is established by the Committee at the time of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of Units subject to a Performance-Based Award that will be paid out to the Grantee thereof.
14.3 Earning of Performance-Based Awards.
Subject to the terms of the Plan, after the applicable Performance Period has ended, the Grantee of Performance- Based Awards shall be entitled to receive a payout on the value or number of the Performance-Based Awards earned by such Grantee over such Performance Period.
14.4 Form and Timing of Payment of Performance-Based Awards.
Payment of earned Performance-Based Awards shall be as determined by the Committee and as evidenced in the applicable Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance- Based Awards in Units and shall pay the Awards that have been earned at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that the performance goal or goals have been achieved, provided that, unless specifically provided in the Award Agreement for such Awards, such payment shall occur no later than the 15th day of the third month following the end of the calendar year in which such Performance Period ends. Any Units paid out under such Awards may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement for the Awards.
14.5 Performance Goals.
Subject to Section 6.2, the right of a Grantee to exercise or receive a grant or settlement of any Performance-Based Award, and the timing thereof, may be subject to such performance goals as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals.
14.6 Settlement of Awards; Other Terms
Settlement of Performance-Based Awards shall be in Units, other Awards or other property, as determined in the sole discretion of the Committee. The Committee may, in its sole discretion, reduce the amount of a settlement otherwise to be made in connection with such Awards. The Committee shall specify the circumstances in which such Performance-Based Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a Performance Period or settlement of such Awards.
15. REQUIREMENTS OF LAW
12


The Partnership shall not be required to offer, sell or issue any Units under any Award, whether pursuant to the exercise of an Option or UAR or otherwise, if the offer, sale or issuance of such Units would constitute a violation by the Grantee, the Partnership or an Affiliate, or any other person, of any provision of Applicable Laws, including any federal or state securities laws or regulations. If at any time the Partnership shall determine, in its discretion, that the listing, registration or qualification of any Units subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the offering, issuance, sale or purchase of Units in connection with any Award, no Units may be offered, issued or sold to the Grantee or any other person under such Award, whether pursuant to the exercise of an Option or UAR or otherwise, unless such listing, registration or qualification shall have been effected or obtained free of any conditions not acceptable to the Partnership, and any delay caused thereby shall in no way affect the date of termination of such Award. Without limiting the generality of the foregoing, upon the exercise of any Option or any UAR that may be settled in Units or the delivery of any Units underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the Units subject to such Award, the Partnership shall not be required to offer, sell or issue such Units unless the Committee shall have received evidence satisfactory to it that the Grantee or any other person exercising such Option or UAR or accepting delivery of such Units may acquire such Units pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Partnership may register, but shall in no event be obligated to register, any Units or other securities issuable pursuant to the Plan pursuant to the Securities Act. The Partnership shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a UAR or the issuance of Units or other securities issuable pursuant to the Plan or any Award to comply with any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or UAR that may be settled in Unit shall not be exercisable until the Unit subject to such Option or UAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option or UAR under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.
16. CHANGE IN Control
16.1 Change in Control in which Awards are not Assumed.
Except as otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Options, UARs, Restricted Units, Deferred Units, or Other Equity-Based Awards are not being assumed or continued, the following provisions shall apply to such Award, to the extent not assumed or continued:
(a) in each case with the exception of Performance-Based Awards,
(i) all outstanding Restricted Units shall be deemed to have vested, all Deferred Units shall be deemed to have vested and the Units subject thereto shall be delivered, immediately prior to the occurrence of such Change in Control, and fifteen (15) days prior to the scheduled consummation of such Change in Control, all Options and UARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days; or
(ii) the Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Units, Deferred Units, and/or UARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Committee acting in good faith), in the case of Restricted Units and Deferred Units equal to the formula or fixed price per Units paid to holders of Units pursuant to such Change in Control and, in the case of Options or UARs, equal to the product of the number of Units subject to such Options or UARs (the “Award Units”) multiplied by the amount, if any, by which (x) the formula or fixed price per Units paid to holders of Units pursuant to such transaction exceeds (y) the Option Price or UAR Price applicable to such Award Units.
13


(b) For Performance-Based Awards denominated in Units, if less than half of the Performance Period has lapsed, such Performance-Based Awards shall be converted into Restricted Units or Performance Units assuming target performance has been achieved (or into Unrestricted Units if no further restrictions apply). If at least half the Performance Period has lapsed, such Performance-Based Awards shall be converted into Restricted Units or Performance Units based on actual performance to date (or into Unrestricted Units if no further restrictions apply). If actual performance is not determinable, such Performance-Based Awards shall be converted into Restricted Units or Performance Units assuming target performance has been achieved, based on the discretion of the Committee (or into Unrestricted Units if no further restrictions apply).
(c)    Other Equity-Based Awards shall be governed by the terms of the applicable Award Agreement.
With respect to the Partnership’s establishment of an exercise window, (A) any exercise of an Option or UAR during the fifteen (15)-day period referred to above shall be conditioned upon the consummation of the applicable Change in Control and shall be effective only immediately before the consummation thereof, and (B) upon consummation of any Change in Control, the Plan and all outstanding but unexercised Options and UARs shall terminate. The Committee shall send notice of an event that shall result in such a termination to all natural persons and entities who hold Options and UARs not later than the time at which the Partnership gives notice thereof to its unitholders.
16.2 Change in Control in which Awards are Assumed.
Except as otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Options, UARs, Restricted Units, Deferred Units, or Other Equity-Based Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or continued:
The Plan and the Options, UARs, Restricted Units, Deferred Units, and Other Equity-Based Awards granted under the Plan shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with such Change in Control for the assumption or continuation of such Options, UARs, Restricted Units, Deferred Units, and Other Equity-Based Awards, or for the substitution for such Options, UARs, Restricted Units, Deferred Units, and Other Equity-Based Awards of new common units, options, unit appreciation rights, restricted units, and other equity-based awards relating to the units of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of units (disregarding any consideration that is not common units) and option and unit appreciation rights exercise prices.
16.3 Adjustments.
Adjustments under Section 4.2 and this Section 16 related to Units or other securities of the Partnership shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. No fractional Units or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole unit. The Committee may provide in the applicable Award Agreement at the time of grant, in another agreement with the Grantee, or otherwise in writing at any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those provided in Section 4.2 and Sections 16.1 and 16.2. This Section 16 shall not limit the Committee’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of a change in control event that is not a Change in Control.
16.4 No Limitations on Partnership.
The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Partnership to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets of any Affiliate) or engage in any other transaction or activity.
14


17. GENERAL PROVISIONS
17.1 Disclaimer of Rights.
No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or Service of the Partnership or an Affiliate, or to interfere in any way with any contractual or other right or authority of the Partnership or an Affiliate either to increase or decrease the compensation or other payments to any natural person or entity at any time, or to terminate any employment or other relationship between any natural person or entity and the Partnership or an Affiliate. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee thereof, so long as such Grantee continues to provide Service. The obligation of the Partnership to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts provided herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Partnership to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.
17.2 Nonexclusivity of the Plan.
Neither the adoption of the Plan nor the submission of the Plan to the unitholders of the Partnership for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable.
17.3 Withholding Taxes.
The Partnership or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any Units upon the exercise of an Option or pursuant to any other Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay in cash to the Partnership or an Affiliate, as the case may be, any amount that the Partnership or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation, provided that if there is a same-day sale of Units subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Partnership or an Affiliate, which may be withheld by the Partnership or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding obligation, in whole or in part, (a) by causing the Partnership or such Affiliate to withhold Units otherwise issuable to the Grantee or (b) by delivering to the Partnership or such Affiliate Units already owned by the Grantee. The Units withheld or delivered shall have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the Units used to satisfy such withholding obligation shall be determined by the Partnership or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 17.3 may satisfy such Grantee’s withholding obligation only with Units that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of Units that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting, or lapse of restrictions applicable to any Award or payment of Units pursuant to such Award, as applicable, may not exceed such number of Units having a Fair Market Value equal to the minimum statutory amount required by the Partnership or the applicable Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of Units.
15


Notwithstanding Section 2.16 or this Section 17.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to this Section 17.3, for any Unit subject to an Award that are sold by or on behalf of a Grantee on the same date on which such Units may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value of such Units shall be the sale price of such Units on such date (or if sales of such Units are effectuated at more than one sale price, the weighted average sale price of such Units on such date), so long as such Grantee has provided the Partnership, or its designee or agent, with advance written notice of such sale.
17.4 Captions.
The use of captions in the Plan or any Award Agreement is for convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.
17.5 Other Provisions.
Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.
17.6 Number and Gender.
With respect to words used in the Plan, the singular form shall include the plural form and the masculine gender shall include the feminine gender, as the context requires.
17.7 Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.
17.8 Governing Law.
The validity and construction of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.
17.9 Section 409A of the Code.
The parties intend for the Awards granted under the Plan to be exempt from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Plan shall be construed and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (i) no amounts shall be paid to a Grantee under this Plan until the Grantee would be considered to have incurred a “separation from service” from the Partnership and its Affiliates within the meaning of Section 409A of the Code, (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following the Grantee’s separation from service shall instead be paid on the first business day after the date that is six (6) months following the Grantee’s separation from service (or death, if earlier), (iii) each amount to be paid or benefit to be provided under this Plan shall be construed as a separately identified payment for purposes of Section 409A of the Code, and (iv) any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires.



16
EX-31.A 3 xplr-q12026xex31a.htm EX-31.A Document

Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification



I, S. Alan Liu, certify that:

1.I have reviewed this Form 10-Q for the quarterly period ended March 31, 2026 of XPLR Infrastructure, LP (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 7, 2026
S. ALAN LIU
S. Alan Liu
President and Chief Executive Officer
of XPLR Infrastructure, LP

EX-31.B 4 xplr-q12026xex31b.htm EX-31.B Document

Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification



I, Jessica Geoffroy, certify that:

1.I have reviewed this Form 10-Q for the quarterly period ended March 31, 2026 of XPLR Infrastructure, LP (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 7, 2026
JESSICA GEOFFROY
Jessica Geoffroy
Chief Financial Officer
of XPLR Infrastructure, LP

EX-32 5 xplr-q12026xex32.htm EX-32 Document

Exhibit 32







Section 1350 Certification





We, S. Alan Liu and Jessica Geoffroy, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Quarterly Report on Form 10-Q of XPLR Infrastructure, LP (the registrant) for the quarterly period ended March 31, 2026 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Dated: May 7, 2026
S. ALAN LIU
S. Alan Liu
President and Chief Executive Officer
of XPLR Infrastructure, LP

JESSICA GEOFFROY
Jessica Geoffroy
Chief Financial Officer
of XPLR Infrastructure, LP

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).