Dunne Michael 4

What Happened
Director Michael Dunne received a grant of 15,135 restricted common units (award) on 2025-02-18 under XPLR Infrastructure's 2024 Long Term Incentive Plan. On 2026-02-09, 2,067 of those units were withheld by the issuer to satisfy tax withholding obligations; the withholding is reported as a disposition at $10.18 per unit, totaling $21,042. The original grant reported a $0.00 acquisition price because these were restricted units awarded, not an open-market purchase.

Key Details

• Grant: 15,135 restricted common units granted 2025-02-18 (acquisition code A) — reported as $0.00 per unit. (Footnote F1: granted under the Issuer’s 2024 LTIP; exemption under Rule 16b-3.)
• Withholding: 2,067 units withheld 2026-02-09 to satisfy taxes (disposition code F) at $10.18 per unit = $21,042. (Footnote F2: withholding covers vesting of units granted Feb 22, 2023; Feb 20, 2024; and Feb 18, 2025.)
• Shares owned after the transaction: Not disclosed in this filing.
• Timeliness: The 2025-02-18 award was reported in this Form 4 filed 2026-02-11 (appears late for that award); the 2026-02-09 withholding was reported on 2026-02-11 (timely for that transaction).

Context
Restricted unit grants and subsequent withholding to cover taxes are common, routine insider transactions and do not, by themselves, indicate a buy or sell market view. The award increases potential future ownership subject to vesting; the withholding is a mechanical disposition to satisfy tax obligations (a cashless-style settlement).