Common Units

XPLR Infrastructure, LP may offer and sell, from time to time, up to $300,000,000 in aggregate offering price of common units representing limited partner interests.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with this prospectus and a prospectus supplement that will describe, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. You should read this prospectus and the applicable prospectus supplement, together with the additional information described under the headings "Where You Can Find More Information" and "Incorporation by Reference," carefully before you invest.

Our common units are listed on the New York Stock Exchange under the symbol "XIFR."

We may offer the securities through underwriters or dealers, directly to one or more purchasers, or through agents on a continuous or delayed basis, or through a combination of these methods. The supplements to this prospectus will include the names of underwriters, dealers or agents, if any, that we retain. The "Plan of Distribution" section beginning on page 40 of this prospectus also provides more information on this topic.