UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: ~~August~~September 722, 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

(561) 694-4000

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 12 – ~~REGISTRANT'S~~FINANCIAL ~~BUSINESS AND OPERATIONS~~INFORMATION

Item 12.01 Completion ~~Entry~~of ~~into~~Acquisition aor ~~Material~~Disposition ~~Definitive~~of ~~Agreement~~Assets

On ~~August 7~~September 22, 2025, Meade Pipeline Investment, LLC, Redwood Midstream, LLC and River Road Interests LLC (the sellers), all indirect subsidiaries of XPLR, ~~entered into a purchase and sale agreement with APC Holdings II~~Infrastructure, ~~L.P.~~LP ~~and ACI Meade Member, LLC, affiliates of funds managed or advised by Ares Management LLC or one its affiliates~~ (~~the purchasers~~XPLR)., ~~Pursuant~~completed to the ~~terms~~sale of the ~~purchase and sale agreement, the purchasers agreed to acquire all of~~ sellers' interests in Meade Pipeline Co, LLC (Meade), which ~~owns~~owned an investment in natural gas pipeline assets in Pennsylvania, and Redwood Meade Midstream MPC, LLC, which ~~owns~~owned a 15% interest in Meade., ~~The~~to ~~purchase~~APC ~~and~~Holdings ~~sale agreement contains customary representations~~II, ~~warranties~~L.P. and ~~covenants~~ACI byMeade ~~the~~Member, ~~parties. In addition~~LLC, ~~each~~affiliates of ~~the~~funds ~~parties~~managed isor ~~obligated,~~advised ~~subject~~by toAres ~~certain~~Management ~~limitations,~~LLC toor ~~indemnify~~one ~~the others for certain customary and other specified matters, including breaches~~ of ~~representations~~its ~~and~~affiliates ~~warranties,~~under ~~non-fulfillment~~the orpreviously ~~breaches~~disclosed ofpurchase ~~covenants~~ and ~~for~~sale ~~certain~~agreement ~~liabilities~~dated ~~and third-party claims~~August 7, 2025. XPLR ~~plans~~received ~~for the sale to close by the end of the third quarter of 2025 for~~ total cash consideration of approximately $1.1 billion~~, subject to adjustment for lease payments accrued at the time of close~~. ~~The transaction is subject to the receipt of Hart-Scott-Rodino antitrust approval, repayment of project-level indebtedness and satisfaction of customary closing conditions.~~

The foregoing description of the purchase and sale agreement is qualified in its entirety by the text of the purchase and sale agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 . Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Unaudited pro forma consolidated statements of income and balance sheet (pro forma financial statements) of XPLR to illustrate the effect of the sale of the Meade pipeline investment for the years ended December 31, 2024, 2023 and 2022, and as of and for the six months ended June 30, 2025 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

(d) Exhibits.

ExhibitNumber	~~ExhibitNumber~~	Description	~~Description~~
	2.1		Purchase and Sale Agreement by and among Meade Pipeline Investment, LLC, Redwood Midstream, LLC and River Road Interests LLC, as Sellers, APC Holdings II, L.P. and ACI Meade Member, LLC, as Buyers, and, solely for the Limited Purposes, XPLR Infrastructure Operating Partners, LP, dated as of August 7, 2025
99.1		Unaudited pro forma consolidated financial statements of XPLR for the years ended December 31, 2024, 2023 and 2022 and as of and for the six months ended June 30, 2025
101	~~101~~	Interactive data files for this Form 8-K formatted in Inline XBRL	~~Interactive data files for this Form 8-K formatted in Inline XBRL~~
104	~~104~~	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)~~

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: ~~August~~ 11September 24, 2025


XPLR INFRASTRUCTURE, LP
(Registrant)



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

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