WaterBridge (WBI) sponsor entities sell 5.9M Class A, convert units
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
WaterBridge Infrastructure LLC disclosed significant share activity by entities associated with its major holders. On June 22, 2026, NDB Holdings, Desert Environmental Holdings and WBR Holdings sold a combined 5,894,826 Class A shares at an average price of $30.05 per share in open-market transactions under Rule 144.
In connection with these sales, NDB Holdings and Desert Environmental Holdings redeemed a total of 4,464,012 OpCo Units and an equal number of Class B shares for 4,464,012 newly issued Class A shares at no cash exercise price. After the transactions, WBR Holdings holds 1,980,921 Class A shares plus 11,063,925 OpCo Units with corresponding Class B shares, while NDB Holdings and Desert Environmental Holdings together continue to hold tens of millions of OpCo Units and corresponding Class B shares.
Positive
- None.
Negative
- None.
Insights
Large secondary sale by sponsor entities, but substantial interests remain.
Associated entities of WaterBridge Infrastructure LLC executed a sizable secondary sale of 5,894,826 Class A shares at $30.05. This is a cash-raising event for those holders, not the company, and does not change the issuer’s cash position.
The sale was paired with the conversion of 4,464,012 OpCo Units and corresponding Class B shares into the same number of Class A shares at a zero exercise price, illustrating the operating agreement’s exchange mechanics. Afterward, WBR Holdings still owns 1,980,921 Class A shares and 11,063,925 OpCo Units, while NDB and Desert entities retain large OpCo Unit positions, indicating continued significant exposure.
Insider Trade Summary
Net Seller: 5,894,826 shares ($177,139,521)
Net Sell
4 txns
Insider
WaterBridge Resources LLC, WaterBridge NDB LLC
Role
null | null
Sold
5,894,826 shs ($177.14M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | WBI Operating LLC Units | 4,464,012 | $0.00 | -- |
| Other | Class B shares | 4,464,012 | $0.00 | -- |
| Conversion | Class A shares | 4,464,012 | $0.00 | -- |
| Sale | Class A shares | 5,894,826 | $30.05 | $177.14M |
Holdings After Transaction:
WBI Operating LLC Units — 51,762,663 shares (Indirect, See Footnotes);
Class B shares — 51,762,663 shares (Indirect, See Footnotes);
Class A shares — 7,875,747 shares (Indirect, See Footnotes)
Footnotes (1)
- Pursuant to the Amended and Restated Limited Liability Company Agreement of WBI Operating LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in WaterBridge Infrastructure LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. In connection with a sale pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on June 22, 2026, NDB Holdings LLC ("NDB Holdings") redeemed 3,920,948 OpCo Units and Desert Environmental Holdings LLC ("Desert Holdings") redeemed 543,064 OpCo Units (in each case, together with the cancellation of an equal number of Class B Shares) for an aggregate of 4,464,012 Class A Shares. In connection with a sale pursuant to Rule 144 on June 22, 2026, NDB Holdings sold 3,920,948 Class A Shares, Desert Holdings sold 543,064 Class A Shares and WBR Holdings LLC ("WBR Holdings") sold 1,430,814 Class A Shares. Following the transaction reported herein, includes (i) 1,980,921 Class A Shares, 11,063,925 OpCo Units and a corresponding number of Class B Shares held of record by WBR Holdings, (ii) 35,747,578 OpCo Units and a corresponding number of Class B Shares held of record by NDB Holdings and (iii) 4,951,160 OpCo Units and a corresponding number of Class B Shares held of record by Desert Holdings. WaterBridge Resources LLC is the managing member of WBR Holdings and is controlled by a board of managers consisting of four members. Funds controlled by Five Point Energy GP I LP ("GP I") indirectly beneficially own a majority of the capital interests in WaterBridge Resources LLC and have a right to appoint a majority of the members of the board of managers. Five Point Energy GP I LLC ("GP I LLC") is the sole general partner of GP I, and David N. Capobianco is the sole member of GP I LLC. As a result, each of WaterBridge Resources LLC, GP I, GP I LLC and Mr. Capobianco may be deemed to beneficially own the securities held by WBR Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. WaterBridge NDB LLC is the managing member of NDB Holdings and is controlled by a board of managers consisting of four members. Funds controlled by Five Point Energy GP II LP ("GP II") and Five Point Energy GP III LP ("GP III") indirectly beneficially own a majority of the capital interests in NDB Holdings and have a right to appoint a majority of the members of the board of managers. Five Point Energy GP II LLC ("GP II LLC") is the sole general partner of GP II and Five Point Energy GP III LLC ("GP III LLC") is the sole general partner of GP III. David N. Capobianco is the sole member of each of GP II LLC and GP III LLC. As a result, each of GP II, GP III, GP II LLC, GP III LLC and Mr. Capobianco may be deemed to beneficially own the securities held by NDB Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. Desert Holdings is controlled by a board of managers consisting of four members. Funds controlled by GP III indirectly beneficially own a majority of the capital interests in Desert Holdings and have a right to appoint a majority of the members of the board of managers of Desert Holdings. As a result, each of GP III, GP III LLC and Mr. Capobianco may be deemed to beneficially own the securities held by Desert Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any.
Key Figures
Class A shares sold: 5,894,826 shares
Sale price per share: $30.05 per share
OpCo Units converted: 4,464,012 units
+5 more
8 metrics
Class A shares sold
5,894,826 shares
Open-market and related sales on June 22, 2026 at $30.05
Sale price per share
$30.05 per share
Average price for 5,894,826 Class A shares sold
OpCo Units converted
4,464,012 units
Redeemed with Class B shares into 4,464,012 Class A shares
Class A shares held by WBR Holdings
1,980,921 shares
Post-transaction Class A position held of record by WBR Holdings
OpCo Units held by WBR Holdings
11,063,925 units
OpCo Units with corresponding Class B shares after transaction
OpCo Units held by NDB Holdings
35,747,578 units
Post-transaction OpCo Units with corresponding Class B shares
OpCo Units held by Desert Environmental Holdings
4,951,160 units
Post-transaction OpCo Units with corresponding Class B shares
Net buy/sell shares
-5,894,826 shares
Net share change across buy/sell in transaction summary
Key Terms
OpCo Units, Class B Shares, Rule 144, derivative security, +2 more
6 terms
OpCo Units financial
"each unit representing membership interests in OpCo ("OpCo Units")"
Rule 144 regulatory
"In connection with a sale pursuant to Rule 144 of the Securities Act of 1933"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
derivative security financial
"transaction_code_description": "Conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
pecuniary interest financial
"disclaims beneficial ownership of such securities except to the extent of its pecuniary interest"
beneficially own financial
"may be deemed to beneficially own the securities held by WBR Holdings"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
FAQ
Did WaterBridge Infrastructure LLC (WBI) receive cash from these transactions?
The transactions reflect secondary sales by NDB Holdings, Desert Environmental Holdings and WBR Holdings. The filing describes sales under Rule 144 through a broker-dealer, which typically direct proceeds to the selling holders rather than the company itself.
What is the significance of the Rule 144 reference for WaterBridge (WBI) trades?
Rule 144 allows resales of restricted or control securities if specific conditions are met. The filing notes that NDB Holdings and Desert Environmental Holdings redeemed OpCo Units, then sold resulting Class A shares pursuant to Rule 144 through a broker-dealer, indicating compliant secondary market sales by affiliates.