xplr-20250627

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: June 27, 2025

Commission
File
Number

Exact name of registrant as specified in its

charter, address of principal executive offices and

registrant's telephone number

IRS Employer
Identification
Number

1-36518

XPLR INFRASTRUCTURE, LP

30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

State or other jurisdiction of incorporation or organization: Delaware

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange

on which registered

Common Units

XIFR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 - FINANCIAL INFORMATION

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On June 27, 2025, Clark Portfolio Holdings, LLC (Clark Holdings), an indirect subsidiary of XPLR Infrastructure, LP (XPLR), entered into an approximately $254 million limited-recourse senior secured variable rate term loan facility maturing in June 2030 and the full amount of the loan was drawn. Interest on the loan will be based on an underlying index plus a specified margin, payable quarterly beginning in September 2025, and the principal will be partially amortizing on a semi-annual basis beginning in December 2025. Upon funding of the loan, Clark Holdings entered into interest rate swaps to hedge against interest rate movements with respect to interest payments on the loan. The loan is secured by all of the assets of, and the equity interests in, Clark Holdings and its subsidiaries, which includes renewable energy projects with a combined net generating capacity of approximately 191 MW. The loan agreement contains default and related acceleration provisions for the failure to make required payments, failure to comply with certain covenants, certain bankruptcy related events, and other actions by Clark Holdings or other parties as specified in the loan agreement.

Also on June 27, 2025, Lewis Portfolio Holdings, LLC (Lewis Holdings), an indirect subsidiary of XPLR, entered into a $172 million limited-recourse senior secured variable rate term loan facility maturing in June 2030 and approximately $84 million was drawn under the loan. Interest on the loan will be based on an underlying index plus a specified margin, payable quarterly beginning in September 2025, and the principal will be partially amortizing on a semi-annual basis beginning in December 2025. Upon funding of the loan, Lewis Holdings entered into interest rate swaps to hedge against interest rate movements with respect to interest payments on the loan. The loan is secured by all of the assets of, and the equity interests in, Lewis Holdings and its subsidiaries, which includes renewable energy projects with a combined net generating capacity of approximately 639 MW. The loan agreement contains default and related acceleration provisions for the failure to make required payments, failure to comply with certain covenants, certain bankruptcy related events, and other actions by Lewis Holdings or other parties as specified in the loan agreement.

SECTION 7 - REGULATION FD

Item 7.01 Regulation FD Disclosure

The information set forth in Item 2.03 of this Current Report on Form 8-K regarding project-level financings is consistent with XPLR’s expected 2025-2026 financing plan as previously outlined in its first quarter 2025 earnings materials.

This Form 8-K includes references to forward-looking statements within the meaning of the federal securities laws. Actual results could differ materially from such forward-looking statements. The factors that could cause actual results to differ are discussed in XPLR’s SEC filings.

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.


XPLR INFRASTRUCTURE, LP
(Registrant)


WILLIAM J. GOUGH
William J. Gough Controller (Principal Accounting Officer)