Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ | Commission | Exact name of registrant as specified in its | IRS Employer | | --- | --- | --- | | File | charter, address of principal ...

Financial Data and Key Metrics Changes - For the full year 2025, XPLR Infrastructure reported adjusted EBITDA of $1.88 billion and Free Cash Flow before growth of $746 million, reflecting strong cash flow-generating capabilities [5][17] - The adjusted EBITDA results were impacted by the absence of a $40 million one-time settlement payment from 2024 and asset dispositions, but were partially offset by improved pricing and lower operating costs [17] - The company expects adjusted EBITDA for 2026 to be between $1.75 billion and $1.95 billion, with Free Cash Flow before growth projected at $600 million to $700 million [18] Business Line Data and Key Metrics Changes - The company successfully simplified its capital structure by addressing over $1.1 billion in Convertible Equity Portfolio Financings (CEPF) and completed asset sales generating approximately $160 million in net proceeds [6][19] - XPLR has completed nearly 1.3 GW of its repowering plan, with projects achieving commercial operations on time and on budget [7] Market Data and Key Metrics Changes - XPLR's diversified portfolio of power generation assets is expected to benefit from increasing demand in U.S. power markets, with long-term contracts providing substantial cash flows [7][15] - Approximately 80% of the MWh sold are contracted at prices below current market prices, indicating potential for over $200 million in incremental revenue by 2040 as contracts mature [15] Company Strategy and Development Direction - The company is focused on capital allocation, simplifying its capital structure, and executing selected investments in energy infrastructure assets to maximize long-term value for unitholders [4][8] - XPLR is enhancing its portfolio value through a co-investment agreement with NextEra Energy Resources, monetizing surplus interconnection capacity and rights [9][10] - The company plans to increase its equity ownership in CEPF 5 and execute additional repowerings and battery storage projects, funded primarily by retained cash flows [23][24] Management's Comments on Operating Environment and Future Outlook - Management believes that long-term fundamentals for energy infrastructure assets are improving, and the strategy will enhance financial and strategic flexibility [7][9] - The company is positioned to capture future investment opportunities as market dynamics evolve, with a disciplined approach to capital allocation [15][24] Other Important Information - XPLR has reduced its corporate revolver from $2.5 billion to $1.25 billion, demonstrating discipline in aligning with funding needs [24] - The company has a strong liquidity position, with $750 million or less in corporate debt maturities over any 12-month period through 2030 [24] Q&A Session Summary Question: Capital allocation and potential for unit buybacks - Management indicated that retained cash flows will cover CEPF buyouts and investments, but did not commit to unit buybacks or distributions at this time [26][27] Question: Timing of battery storage projects - Battery storage projects are expected to reach commercial operations by the end of 2027, contributing to cash flows in 2028 and beyond [34] Question: Future opportunities with NextEra Energy Resources - Management clarified that there are no commitments beyond the announced transaction, focusing on the current capital plan [36][37] Question: Returns on battery investments versus repowerings - Management stated that repowerings target minimum double-digit returns, while battery investments are also expected to yield attractive returns [46][47]

Financial Data and Key Metrics Changes - For the full year 2025, XPLR Infrastructure reported Adjusted EBITDA of $1.88 billion and Free Cash Flow before growth of $746 million, reflecting strong cash flow-generating capabilities [5][17] - The 2025 Adjusted EBITDA was impacted by the absence of a $40 million one-time settlement payment from 2024 and asset dispositions, but was partially offset by improved pricing and lower operating costs [17] - The company expects 2026 Adjusted EBITDA to be between $1.75 billion and $1.95 billion, with Free Cash Flow before growth projected at $600 million to $700 million [18] Business Line Data and Key Metrics Changes - XPLR completed the sale of investments in the Meade Pipeline and certain distributed generation assets, generating approximately $160 million in net proceeds [6] - The company achieved a reduction of over $1.1 billion in third-party non-controlling equity interests through addressing two Convertible Equity Portfolio Financings (CEPF) [5][19] Market Data and Key Metrics Changes - XPLR's diversified portfolio of power generation assets is positioned to benefit from increasing demand in U.S. power markets, with expectations of significant embedded value and investment opportunities [15] - Approximately 80% of the megawatt-hours sold are contracted at prices below current market prices, indicating potential for over $200 million in incremental revenue by 2040 as contracts mature [15] Company Strategy and Development Direction - The company is focused on simplifying its capital structure and executing selected investments, particularly in wind repowering projects, to enhance financial and strategic flexibility [4][8] - XPLR is pursuing a capital allocation strategy that includes retaining cash flows to fund CEPF buyouts and selected investments, while maintaining balance sheet strength [8][24] - The company announced a co-investment agreement with NextEra Energy Resources to monetize surplus interconnection capacity and invest in battery storage projects, enhancing its portfolio [9][10] Management's Comments on Operating Environment and Future Outlook - Management believes long-term fundamentals for energy infrastructure assets are improving, particularly for those providing efficient, clean energy [7] - The company is positioned to capture future opportunities as market dynamics evolve, with a disciplined approach to capital allocation and investment [15][24] Other Important Information - XPLR has completed nearly 1.3 gigawatts of its repowering plan, with projects achieving commercial operations on time and on budget [7] - The company plans to increase its equity ownership in CEPF 5 with partial buyout investments of approximately $150 million in 2026 and $470 million in 2027 [23] Q&A Session Summary Question: Capital allocation and potential for unit buybacks - Management indicated that retained cash flows will cover CEPF buyouts and investments, with potential for about $1 billion available for investments and debt reduction over the next five years [26][28] Question: Update on CEPF 3 and asset sales - Management clarified that there is no change in the plan for CEPF 3, and options for asset sales remain open without urgency to exercise call options [29][30] Question: Timing for battery storage projects - Battery storage projects are expected to reach commercial operations by the end of 2027, contributing to cash flows in 2028 and beyond [34] Question: Future opportunities with NextEra - Management stated that there are no commitments beyond the current transaction with NextEra, focusing on the capital plan laid out [37] Question: Returns on battery investments versus repowerings - Management targets minimum double-digit returns for repowerings, while battery storage projects are expected to yield attractive returns as well [46][47]

Financial Data and Key Metrics Changes - For the full year 2025, XPLR Infrastructure reported an Adjusted EBITDA of $1.88 billion and Free Cash Flow before growth of $746 million, reflecting strong cash flow-generating capabilities [5][17] - The 2025 Adjusted EBITDA was impacted by the absence of a $40 million one-time settlement payment from 2024 and asset dispositions, but was partially offset by improved pricing and lower operating costs [17] - For 2026, the company expects Adjusted EBITDA to be between $1.75 billion and $1.95 billion and Free Cash Flow before growth to be between $600 million and $700 million [18] Business Line Data and Key Metrics Changes - The company successfully simplified its capital structure by addressing over $1.1 billion in Convertible Equity Portfolio Financings (CEPF) and completed asset sales generating approximately $160 million [5][19] - XPLR has completed nearly 1.3 gigawatts of its repowering plan, with projects achieving commercial operations on time and on budget [6] Market Data and Key Metrics Changes - XPLR's portfolio is positioned to benefit from increasing demand in U.S. power markets, with a focus on clean energy infrastructure [4][15] - Approximately 80% of the megawatt-hours sold are contracted at prices below current market prices, indicating potential for over $200 million in incremental revenue by 2040 [15] Company Strategy and Development Direction - The company is focused on capital allocation, simplifying its capital structure, and executing selected investments in energy infrastructure assets [4] - XPLR is enhancing its portfolio value through repowering projects and a new co-investment agreement with NextEra Energy Resources for battery storage projects [9][10] - The updated capital investment plan includes increasing equity ownership in CEPF 5 and adding battery storage capacity [23] Management's Comments on Operating Environment and Future Outlook - Management believes long-term fundamentals for energy infrastructure assets are improving, particularly for those providing efficient, clean energy [6][15] - The company is committed to maintaining balance sheet strength while advancing its capital simplification strategy [8][24] Other Important Information - XPLR has a strong liquidity position with a fully undrawn revolving credit facility and reduced corporate revolver size to $1.25 billion [24] - The company plans to fund its capital investments primarily through retained cash flows, supplemented by project-level financing [23] Q&A Session Summary Question: Capital allocation and potential for unit buybacks - Management indicated that retained cash flows will cover CEPF buyouts and investments, with incremental cash flow available for other uses [26][27] Question: Timing of battery storage projects - Battery storage projects are expected to reach commercial operations by the end of 2027, contributing to cash flows in 2028 and beyond [34] Question: Future opportunities with NextEra - Management clarified that there are no commitments beyond the announced transaction, focusing on current capital plans [35][37] Question: Returns on battery investments versus repowerings - Management stated that repowerings target minimum double-digit returns, while battery projects are also expected to deliver attractive returns [46]

Earnings Conference Call Fourth Quarter and Full Year 2025 Cautionary Statements and Risk Factors That May Affect Future Results This presentation includes forward-looking statements within the meaning of the federal securities laws. Actual results could differ materially from such forward-looking statements. Factors that could cause actual results to differ are discussed in the Appendix herein and in XPLR Infrastructure's SEC filings. Non-GAAP Financial Information This presentation refers to certain finan ...

Financial Performance - Fourth-quarter 2025 net income attributable to XPLR Infrastructure was $29 million, with adjusted EBITDA of $396 million and free cash flow before growth (FCFBG) of $111 million[3]. - For the full year 2025, XPLR Infrastructure reported a net loss of $28 million, adjusted EBITDA of $1.878 billion, and FCFBG of $746 million[4]. - Operating revenues for Q4 2025 were $249 million, down from $294 million in Q4 2024, representing a decrease of approximately 15.3%[23]. - The net loss attributable to XPLR for Q4 2025 was $29 million, compared to a net loss of $115 million in Q4 2024, indicating an improvement in performance[23]. - Adjusted EBITDA for the year ended December 31, 2025, was $1,878 million, a decrease from $1,959 million in 2024, reflecting a decline of about 4.1%[26]. - Free cash flow before growth for Q4 2025 was $111 million, compared to $152 million in Q4 2024, showing a decrease of approximately 27.0%[26]. - The income tax benefit for Q4 2025 was $42 million, compared to $82 million in Q4 2024, indicating a decrease of approximately 48.2%[26]. - Net loss for 2025 was $436 million, compared to a net loss of $411 million in 2024, representing a 6.1% increase in losses[32]. - Net cash provided by operating activities decreased from $800 million in 2024 to $739 million in 2025, a decline of approximately 7.6%[32]. Capital Structure and Investments - XPLR Infrastructure completed its two-year financing plan ahead of schedule, enhancing financial and strategic flexibility[5]. - The company aims to maintain balance sheet strength and disciplined capital allocation while executing on capital structure simplification[5]. - Capital expenditures and other investments rose sharply to $958 million in 2025 from $241 million in 2024, an increase of approximately 297.5%[32]. - Long-term debt increased from $4,609 million in 2024 to $5,440 million in 2025, an increase of approximately 18%[30]. - Total liabilities rose from $7,426 million in 2024 to $8,696 million in 2025, an increase of approximately 17.1%[30]. - Total equity decreased from $12,866 million in 2024 to $10,899 million in 2025, a decline of approximately 15.3%[30]. - Proceeds from the sale of equity method investments amounted to $1,139 million in 2025, with no proceeds reported in 2024[32]. Project Development and Operations - The company has completed approximately 1.3 gigawatts (GW) of its 1.6 GW repowering plan and is increasing the plan to approximately 2.1 GW through 2030[6]. - XPLR Infrastructure announced a co-investment agreement with NextEra Energy Resources for four battery storage projects totaling approximately 400 megawatts (MW) of capacity[7]. - The interconnection asset sales to NextEra Energy Resources are expected to generate $31 million and $14 million for additional projects, with net equity contributions expected to be $80 million[10]. - XPLR Infrastructure's repowering projects are expected to deliver strong equity returns and enhance portfolio value[6]. - The co-investment structure with NextEra Energy Resources is designed to accelerate project timelines and reduce execution risk while generating new cash flows[10]. Asset and Expense Management - Total operating expenses for Q4 2025 were $298 million, significantly lower than $847 million in Q4 2024, indicating a reduction of about 64.8%[23]. - The goodwill impairment charge for the year ended December 31, 2025, was $253 million, down from $575 million in 2024, reflecting a decrease of 56.0%[23]. - Interest expense for Q4 2025 was $93 million, compared to an interest income of $45 million in Q4 2024, indicating a significant shift in financial costs[23]. - Current assets increased significantly from $860 million in 2024 to $1,422 million in 2025, an increase of approximately 65.3%[30]. - Total assets decreased from $20,292 million in 2024 to $19,595 million in 2025, a decline of approximately 3.4%[30]. - The weighted-average number of common units outstanding for Q4 2025 was 94.0 million, slightly up from 93.5 million in Q4 2024[23]. Dependency and Risks - XPLR's ability to execute its business plan is highly dependent on the performance of NextEra Energy Resources, LLC (NEER) and its obligations to return funds[21].

Financial Risks - XPLR's substantial amount of indebtedness may adversely affect its ability to operate and execute its business plan[20] - XPLR's long-term debt was approximately $5.9 billion as of September 30, 2025, with 99% not exposed to interest rate fluctuations due to being fixed rate or financially hedged[152] - A hypothetical 10% decrease in interest rates would increase the fair value of XPLR's long-term debt by approximately $94 million[152] - A hypothetical 10% decrease in rates would decrease XPLR's net derivative assets by approximately $48 million[153] - XPLR's future tax liability may exceed expectations if net operating losses (NOLs) are insufficient to offset taxable income[23] - XPLR's ability to use NOLs to offset future income may be limited, and distributions to unitholders may be taxable as dividends[23] Operational Risks - XPLR's renewable energy projects are significantly impacted by weather conditions, which can affect cash flows and operational performance[15] - The company relies on a limited number of customers and vendors, exposing it to credit and performance risks[15] - Changes in government laws and regulations regarding clean energy incentives could negatively impact XPLR's operations[20] - XPLR's ability to develop and acquire assets involves various risks, including project siting and financing challenges[20] - The company may not be able to extend or renew existing power purchase agreements (PPAs) at favorable rates[15] - XPLR's insurance coverage may not protect against all significant losses, impacting its financial stability[15] - The company is subject to environmental, health, and safety regulations that may require significant capital expenditures[15] Competitive Landscape - The company faces competition from regulated utility holding companies and independent power producers in the U.S. market[20] Governance and Structural Risks - XPLR's partnership agreement restricts remedies for common unit holders against breaches of fiduciary duties by directors or XPLR GP[23] - Holders of XPLR's common units cannot remove XPLR GP without NEE's consent, potentially delaying favorable acquisitions[23] - The issuance of common units may dilute ownership and impact the market price of XPLR's common units[23] Credit Risk Management - Credit risk is managed through credit policies and a diversified portfolio of counterparties to mitigate non-performance risks[154]

Financial Performance - XPLR Infrastructure reported a net loss of $37 million for Q3 2025, with adjusted EBITDA of $455 million, consistent with the prior-year period [3]. - Operating revenues for Q3 2025 were $315 million, a slight decrease from $319 million in Q3 2024 [16]. - Total operating expenses for Q3 2025 were $308 million, compared to $284 million in Q3 2024, reflecting an increase of approximately 8.5% [16]. - The net loss attributable to XPLR for Q3 2025 was $37 million, compared to a net loss of $40 million in Q3 2024 [16]. - Earnings per common unit attributable to XPLR for Q3 2025 were $(0.40), slightly improved from $(0.43) in Q3 2024 [16]. - Net income for the three months ended September 30, 2025, was a loss of $64 million, compared to a loss of $83 million for the same period in 2024 [21]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $1,482 million, slightly up from $1,476 million in 2024 [21]. - Free cash flow before growth for the three months ended September 30, 2025, was $179 million, compared to $189 million in 2024 [21]. Cash Flow and Assets - Free cash flow before growth (FCFBG) for Q3 2025 was $179 million, down 5% year-over-year, primarily due to higher HoldCo interest expenses [3]. - Total current assets increased to $1,214 million as of September 30, 2025, from $860 million at December 31, 2024 [24]. - Cash and cash equivalents increased to $711 million as of September 30, 2025, from $283 million at December 31, 2024 [24]. - The net increase in cash, cash equivalents, and restricted cash for the nine months ended September 30, 2025, was $447 million, compared to an increase of $52 million in 2024 [26]. - The company generated net cash provided by operating activities of $553 million for the nine months ended September 30, 2025, compared to $517 million in 2024 [26]. Debt and Capital Structure - XPLR Infrastructure reduced its planned HoldCo debt issuance by $250 million for 2025-2026 [4]. - Interest expense for Q3 2025 was $94 million, down from $124 million in Q3 2024, indicating a reduction of approximately 24.2% [16]. - Total liabilities rose to $8,148 million as of September 30, 2025, compared to $7,426 million at December 31, 2024 [24]. Operational Highlights - The company completed approximately 960 megawatts of its announced 1.6-gigawatt repowering program to date [4]. - The company remains focused on simplifying its capital structure and optimizing its portfolio to create long-term value in the U.S. power sector [4]. - XPLR Infrastructure's portfolio includes diversified clean energy assets across wind, solar, and battery storage technologies [6]. Future Projections - For 2025, adjusted EBITDA is expected to be between $1.85 billion and $2.05 billion, while for 2026, it is projected to be between $1.75 billion and $1.95 billion [5]. - The decline in adjusted EBITDA expectations from 2025 to 2026 is mainly due to the absence of contributions from the Meade pipeline investment, sold in September 2025 [5]. Risks and Challenges - The company faces various risks, including weather conditions, operational challenges, and regulatory changes that could impact future performance [12]. - Management emphasizes the importance of adjusted EBITDA and FCFBG as key financial measures for performance analysis and capital allocation [8]. Impairments and Other Income - The company reported a goodwill impairment charge of $253 million for the nine months ended September 30, 2025 [16]. - The total other income (deductions) for Q3 2025 was $(23) million, an improvement from $(79) million in Q3 2024 [16]. - Equity in earnings of equity method investees increased to $66 million in Q3 2025 from $30 million in Q3 2024 [16]. - Capital expenditures for the nine months ended September 30, 2025, were $684 million, significantly higher than $189 million in 2024 [26].

Company Overview - XPLR Infrastructure operates approximately 10 GW of clean energy assets across 28 U S states[10, 11] - The company is the 3rd largest producer of wind and solar energy in the U S , with approximately 8 0 GW of wind, 1 7 GW of solar, and 0 2 GW of storage[11] - XPLR Infrastructure's net asset book value is approximately $18 billion, with an enterprise value of approximately $14 billion[12] - The company's TTM Adjusted EBITDA is approximately $2 billion, and TTM Free Cash Flow Before Growth (FCFBG) is approximately $0 8 billion[12] Portfolio and Strategy - XPLR Infrastructure's portfolio is diversified across technologies, U S regions, and 94 projects, with wind accounting for 80%, solar for 17%, and battery storage for 3%[16] - The company has long-term O&M agreements and a weighted average PPA life of approximately 12 years, with 100% of cash flows denominated in USD[18] - XPLR Infrastructure has interest rate hedges of approximately $3 0 billion[18] - The company's capital allocation strategy focuses on simplifying the capital structure, investing in existing assets, investing in clean energy assets, and returning capital to unitholders[26] Financial Performance and Outlook - XPLR Infrastructure completed approximately 960 MW of repowering projects to date toward the approximately 1 6 GW announced repowering program[42] - The company reaffirms its financial expectations for 2025 with Adjusted EBITDA between $1 85 billion and $2 05 billion[48] - XPLR Infrastructure expects Adjusted EBITDA between $1 75 billion and $1 95 billion and FCFBG between $600 million and $700 million for 2026[48, 60]

Core Viewpoint - Rosen Law Firm is reminding purchasers of XPLR Infrastructure, LP common units of a class action lawsuit with a lead plaintiff deadline of September 8, 2025 [1] Group 1: Class Action Details - Investors who purchased XPLR common units between September 27, 2023, and January 27, 2025, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [2] - A class action lawsuit has already been filed, and interested parties can join by contacting Rosen Law Firm [3][6] - Investors wishing to serve as lead plaintiff must file with the court by September 8, 2025 [3] Group 2: Law Firm Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest settlement against a Chinese company at the time and being ranked No. 1 for securities class action settlements in 2017 [4] - The firm has recovered hundreds of millions of dollars for investors, securing over $438 million in 2019 alone [4] - Founding partner Laurence Rosen was recognized as a Titan of Plaintiffs' Bar by Law360 in 2020 [4] Group 3: Case Allegations - The lawsuit alleges that XPLR made false and misleading statements regarding its operations as a yieldco, struggling to maintain operations and downplaying risks associated with financing arrangements [5] - It is claimed that XPLR planned to halt cash distributions to investors to resolve financing issues, indicating an unsustainable business model [5] - The lawsuit asserts that the public statements made by defendants were materially false and misleading, leading to investor damages when the truth was revealed [5]