WaterBridge Infrastructure LLC SEC Filings

WaterBridge Infrastructure LLC submitted an initial insider ownership report on Form 3 for a director of the company, with a date of event of 12/12/2025. The filing, made under Section 16(a) of the Securities Exchange Act, states that no securities of WaterBridge Infrastructure LLC are beneficially owned and that the report is filed by one reporting person. The document is signed on behalf of the reporting person by attorney-in-fact Scott L. McNeely and includes a power of attorney as Exhibit 24.1.

WaterBridge Infrastructure LLC appointed Janet Carrig to its Board of Directors effective December 12, 2025, with a term running until the 2026 annual meeting of shareholders or her earlier resignation or removal. The Board determined she is an independent director under New York Stock Exchange, NYSE Texas and SEC rules and named her to the Audit Committee, where she replaces Michael Sulton, who will remain on the Board.

Carrig has more than 20 years of legal experience, including senior roles at ConocoPhillips and Kellogg Company, and currently serves on several public company boards. Under the company’s non-employee director compensation policies, she will receive 6,500 restricted stock units under the long-term incentive plan, an annual cash retainer of $100,000 for Board service, and an additional $10,000 annually for Audit Committee service, paid quarterly and prorated for partial quarters. The company also entered into an indemnification agreement with her consistent with its standard form, and it states there are no related-party arrangements or transactions requiring disclosure.

WaterBridge Infrastructure LLC (WBI): Elda River Infrastructure WB LLC and Elda River Capital Management, LLC filed a Schedule 13G reporting beneficial ownership of 3,750,000 Class A shares, representing 8.0% of the class as of the event date 09/30/2025.

The filing states the stake consists of 3,750,000 OpCo Units and an equivalent number of the issuer’s Class B shares that are together convertible into 3,750,000 Class A shares upon redemption and cancellation of those Class B shares. The reporting persons have sole voting power and sole dispositive power over 3,750,000 shares, with no shared power. The percentage is based on 43,264,850 Class A shares outstanding following the issuer’s initial public offering, as increased by the shares issuable upon redemption.

WaterBridge Infrastructure LLC (WBI) received a Schedule 13G disclosing major beneficial ownership by Five Point Energy–affiliated entities and David N. Capobianco. Capobianco reports beneficial ownership of 62,094,660 Class A Shares, representing 60.9% of the class, based on 43,264,850 Class A Shares outstanding as of the issuer’s IPO closing.

Key reporting persons include: WBR Holdings LLC with 14,475,660 shares (26.6%); NDB Holdings LLC with 41,425,200 shares (48.9%); and Desert Environmental Holdings LLC with 6,193,800 shares (12.5%). Several positions reflect OpCo Units exchangeable one-for-one into Class A Shares or cash under the OpCo LLC Agreement. Control relationships indicate that Five Point Energy GP entities and Capobianco may be deemed to beneficially own securities held by these vehicles; each disclaims beneficial ownership as stated.

On a fully diluted basis assuming redemption of 80,190,150 OpCo Units into Class A Shares, reported percentages include 11.7% for WBR/GP I, 33.6% for NDB/GP II, 38.6% for GP III, and 50.3% for Capobianco.

WaterBridge Infrastructure LLC received a Schedule 13G from affiliates of Devon Energy Corporation reporting beneficial ownership tied to 17,757,225 shares, representing 29.1% of the Class A share class under Rule 13d-3 as of the stated calculation basis. The filing lists Devon WB Holdco L.L.C. as the direct holder, with ownership attributed up the chain to WPX Energy Permian, LLC, WPX Energy, Inc., and Devon Energy Corporation.

Devon WB Holdco holds 17,757,225 Class B shares (voting only) and an equal number of OpCo Units, each redeemable one-for-one into Class A shares or for cash under the OpCo agreement. The percentage uses 43,264,850 Class A shares outstanding as of November 12, 2025, plus the redeemable amount; on a fully diluted basis assuming redemption of all 80,190,150 OpCo Units, the reported beneficial ownership is 14.4%.

WaterBridge Infrastructure LLC (NYSE: WBI) furnished an update reporting it announced financial results for the quarter ended September 30, 2025 and posted an accompanying investor presentation. The press release is furnished as Exhibit 99.1, and the presentation, titled “WaterBridge Earnings Presentation 3Q 2025,” is available on the company’s website in the Events & Presentations section. The information under Items 2.02 and 7.01 is furnished, not filed, under the Exchange Act.

WaterBridge Infrastructure LLC filed its Q3 2025 10‑Q, reporting total revenues of $123.250 million, driven primarily by produced water handling revenues of $111.375 million. Operating income was $23.694 million and net income was $4.756 million. After the IPO, net loss attributable to WaterBridge Infrastructure LLC was $0.667 million, reflecting noncontrolling interests.

As of September 30, 2025, cash and cash equivalents were $346.649 million, long‑term debt (net) was $1.682 billion, and total liabilities were $2.079 billion. Year‑to‑date cash from operations was $71.515 million.

The company completed an IPO on September 18, 2025 of 31,700,000 Class A shares at $20.00 per share, and underwriters purchased an additional 4,755,000 shares, yielding net proceeds of approximately $672.8 million. Proceeds were used to purchase OpCo interests ($228.2 million), repay credit facilities and a term loan ($130.0 million), and, on October 6, 2025, to help retire term loans alongside $1.4 billion of new notes. As of November 12, 2025, shares outstanding were 43,264,850 Class A and 80,190,150 Class B.

WaterBridge Infrastructure LLC: GIC Private Limited, GIC Special Investments Private Limited, and Ashburton Investment Private Limited filed a Schedule 13G reporting beneficial ownership of 3,398,115 Class A Shares, representing 7.9% of the class.

The filing states shared voting and dispositive power over 3,398,115 shares and no sole power. The percentage is based on 43,264,850 Class A Shares outstanding following the company’s initial public offering. Ashburton holds the shares directly and shares voting and disposition authority with GIC SI and GIC. The date of the event requiring the filing is 09/18/2025.

FMR LLC filed a Schedule 13G reporting beneficial ownership of 3,693,839 shares of WaterBridge Infrastructure LLC Class A common stock, representing 8.5% of the class as of 09/30/2025.

FMR LLC reports sole voting power: 3,693,839 and sole dispositive power: 3,693,839 shares, with no shared voting or dispositive power. Abigail P. Johnson is also a reporting person, showing sole dispositive power: 3,693,839 and no voting power.

The filing notes that one or more other persons have rights to dividends or sale proceeds, but no single such interest exceeds five percent of the class. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control.