[Form 3] DEVON ENERGY CORP/DE Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Devon Energy Corporation and related reporting persons disclosed initial beneficial ownership in WaterBridge Infrastructure LLC in connection with the company's IPO. Devon Holdco will receive 17,757,225 Class B shares and 17,757,225 WBI Operating LLC units (OpCo Units). The Class B shares carry no economic rights but provide one vote per share, while each OpCo Unit is redeemable for one newly issued Class A share or for a cash payment as determined under the OpCo limited liability company agreement. Ownership is held indirectly through a chain of wholly-owned subsidiaries.

Insights

Corporate Governance Expert

TL;DR: Disclosure records a significant indirect voting stake via Class B shares and convertible OpCo units established at IPO.

The filing documents an initial beneficial stake of 17,757,225 Class B shares and matching OpCo Units held by Devon Holdco and reported indirectly by Devon, WPX and WPX Permian. The Class B shares grant voting control without current economic rights, while the OpCo Units are redeemable for Class A shares or cash under the OpCo LLCA. This structure separates economic and voting interests and is typical in IPO reorganizations to preserve founder or sponsor voting influence while distributing economic interests through Class A shares.

Securities Analyst

TL;DR: The Form 3 documents a material ownership position created at the IPO but contains no financial performance metrics.

The report confirms the mechanics of the IPO-related reorganization: a capital contribution by Devon Holdco in exchange for Class B shares and OpCo Units, each in the amount of 17,757,225. The filing clarifies indirect beneficial ownership through an ownership chain and disclaims beneficial ownership beyond pecuniary interest. No derivatives with expiration or exercise prices are reported. The disclosure is substantive for capitalization and governance but does not provide revenue, earnings, or valuation details.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DEVON ENERGY CORP/DE

(Last) (First) (Middle)

333 W. SHERIDAN AVENUE

(Street)

OKLAHOMA CITY OK 73102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2025

3. Issuer Name and Ticker or Trading Symbol
WaterBridge Infrastructure LLC [ WBI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Shares	17,757,225(1)	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
WBI Operating LLC Units	(3)	(3)	Class A Shares	17,757,225	(3)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

DEVON ENERGY CORP/DE

(Last) (First) (Middle)

333 W. SHERIDAN AVENUE

(Street)

OKLAHOMA CITY OK 73102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WPX ENERGY, INC.

(Last) (First) (Middle)

333 W. SHERIDAN AVENUE

(Street)

OKLAHOMA CITY OK 73102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In connection with the closing of the initial public offering (the "IPO") of the Class A shares representing limited liability company interests in WaterBridge Infrastructure LLC, a Delaware limited liability company (the "Company" and such shares, "Class A shares"), and pursuant to certain reorganizational transactions, Devon WB Holdco L.L.C. ("Devon Holdco") will (i) make a capital contribution to the Company in exchange for 17,757,225 Class B shares of the Company representing limited liability company interests ("Class B Shares") and (ii) receive 17,757,225 units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company ("OpCo" and such units, "OpCo Units").

2. Represents securities directly held by Devon Holdco, which is an indirect wholly-owned subsidiary of Devon Energy Corporation ("Devon"). Devon is a public company and owns 100% of the outstanding common stock of WPX Energy, Inc. ("WPX"). WPX owns 100% of the limited liability company interests of WPX Energy Permian, LLC ("WPX Permian"). WPX Permian owns 100% of the limited liability company interests of Devon Holdco. Each of Devon, WPX and WPX Permian disclaims beneficial ownership of the securities owned by Devon Holdco in excess of their respective pecuniary interest therein.

3. Each Class B share has no economic rights but entitles its holder to one vote on all matters to be voted on by the shareholders of the Company generally. At the request of a holder, each OpCo Unit may be redeemed (along with the cancellation of a corresponding Class B share) for, subject to certain restrictions in the OpCo limited liability company agreement (the "OpCo LLCA"), newly issued Class A shares on a one-for-one basis or for a cash payment to be determined pursuant to the OpCo LLCA for each OpCo Unit redeemed. The OpCo Units do not expire.

	/s/ Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer of Devon Energy Corporation	09/17/2025
	/s/ Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer of WPX Energy, Inc.	09/17/2025
	** Signature of Reporting Person	Date
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FAQ

What stake did Devon report in the Form 3 for WaterBridge Infrastructure LLC (WBI)?

The filing reports Devon Holdco received 17,757,225 Class B shares and 17,757,225 WBI Operating LLC units (OpCo Units) in connection with the IPO.

Do the Class B shares carry economic rights?

No. The filing states each Class B share has no economic rights but entitles its holder to one vote per share.

Can the OpCo Units be converted into Class A shares?

Yes. At the holder's request, each OpCo Unit may be redeemed (with cancellation of a corresponding Class B share) for a newly issued Class A share on a one-for-one basis or for a cash payment determined under the OpCo LLCA.

Who reported the Form 3 on behalf of Devon Energy?

The form is signed by Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer of Devon Energy Corporation and WPX Energy, Inc.

Is the reported ownership direct or indirect?

The securities are reported as indirect holdings, held by Devon Holdco, an indirect wholly-owned subsidiary of Devon Energy Corporation; Devon, WPX and WPX Permian disclaim beneficial ownership beyond pecuniary interest.