WaterBridge (WBI) entities record 2,456,248-unit in-kind OpCo distribution

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC director and 10% owner David N. Capobianco reported an internal restructuring involving an in-kind distribution of 2,456,248 Class B Shares and 2,456,248 OpCo Units to certain members of NDB Holdings LLC and Desert Environmental Holdings LLC for no consideration.

After these transactions, indirect holdings attributed to associated entities include 11,063,925 Class B Shares held by WBR Holdings LLC, 39,668,328 OpCo Units and the same number of Class B Shares held by NDB Holdings LLC, and 5,494,224 OpCo Units with a corresponding number of Class B Shares held by Desert Holdings. Each OpCo Unit may be redeemed for Class A Shares on a one-to-one basis or for cash, and the OpCo Units do not expire. Various Five Point Energy entities and Mr. Capobianco may be deemed to beneficially own these securities but disclaim beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Capobianco David N

Role null

Type	Security	Shares	Price	Value
Other	OpCo Units	2,456,248	$0.00	--
Other	Class B Shares	2,456,248	$0.00	--

Holdings After Transaction: OpCo Units — 56,226,677 shares (Indirect, See Footnotes); Class B Shares — 56,226,677 shares (Indirect, See Footnotes)

Footnotes (1)

Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares to certain members of NDB Holdings LLC ("NDB Holdings") and Desert Environmental Holdings LLC ("Desert Holdings") for no consideration. Following the transaction reported herein, includes (i) 11,063,925 Class B Shares held of record by WBR Holdings LLC ("WBR Holdings"), (ii) 39,668,328 OpCo Units and a corresponding number of Class B Shares held of record by NDB Holdings LLC and (iii) 5,494,224 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. Each OpCo Unit may be redeemed at the request of the holder for either Class A Shares on a one-to-one basis or for a cash payment, as determined by the OpCo LLC Agreement. Upon redemption of OpCo Units, an equal number of Class B Shares will be canceled. The OpCo Units do not expire.

Key Figures

In-kind Class B Shares distributed: 2,456,248 shares In-kind OpCo Units distributed: 2,456,248 units Total units/shares following transaction: 56,226,677 units/shares +3 more

6 metrics

In-kind Class B Shares distributed 2,456,248 shares Class B Shares moved to certain NDB and Desert members

In-kind OpCo Units distributed 2,456,248 units OpCo Units moved alongside Class B Shares

Total units/shares following transaction 56,226,677 units/shares Total OpCo Units and corresponding Class B Shares after restructuring

Class B Shares via WBR Holdings 11,063,925 shares Held of record by WBR Holdings

OpCo Units via NDB Holdings 39,668,328 units With corresponding Class B Shares held by NDB Holdings

OpCo Units via Desert Holdings 5,494,224 units With corresponding Class B Shares held by Desert Holdings

Key Terms

in-kind distribution, OpCo Units, beneficially own, pecuniary interest, +2 more

6 terms

in-kind distribution financial

"Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares"

OpCo Units financial

"Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares"

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.

pecuniary interest financial

"disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein"

Class B Shares financial

"includes (i) 11,063,925 Class B Shares held of record by WBR Holdings LLC"

Class B shares are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.

redeemed financial

"Each OpCo Unit may be redeemed at the request of the holder for either Class A Shares"

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 06:00 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Capobianco David N

(Last)

(First)

(Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON

TEXAS

77056

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Shares	05/06/2026		J⁽¹⁾		2,456,248	D	$0	56,226,677	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OpCo Units	⁽⁶⁾	05/06/2026		J⁽¹⁾			2,456,248	⁽⁶⁾	⁽⁶⁾	Class A Shares	2,456,248	$0	56,226,677	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares to certain members of NDB Holdings LLC ("NDB Holdings") and Desert Environmental Holdings LLC ("Desert Holdings") for no consideration.

2. Following the transaction reported herein, includes (i) 11,063,925 Class B Shares held of record by WBR Holdings LLC ("WBR Holdings"), (ii) 39,668,328 OpCo Units and a corresponding number of Class B Shares held of record by NDB Holdings LLC and (iii) 5,494,224 OpCo Units and a corresponding number of Class B Shares held of record by Desert Holdings.

3. 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.

4. 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.

5. 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.

6. Each OpCo Unit may be redeemed at the request of the holder for either Class A Shares on a one-to-one basis or for a cash payment, as determined by the OpCo LLC Agreement. Upon redemption of OpCo Units, an equal number of Class B Shares will be canceled. The OpCo Units do not expire.

	/s/ Scott McNeely, Attorney-in-fact	05/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did the WaterBridge (WBI) Form 4 filing report for David N. Capobianco?

The Form 4 reports an in-kind distribution of 2,456,248 Class B Shares and 2,456,248 OpCo Units. These were distributed to certain members of NDB Holdings and Desert Holdings for no consideration as part of an internal restructuring transaction.

How many WaterBridge (WBI) units and shares are indirectly held after the transaction?

Following the transaction, 11,063,925 Class B Shares are held by WBR Holdings, 39,668,328 OpCo Units and matching Class B Shares by NDB Holdings, and 5,494,224 OpCo Units with corresponding Class B Shares by Desert Holdings, all attributed indirectly in the filing.

Was any cash consideration involved in the WaterBridge (WBI) in-kind distribution?

No cash consideration was involved; the filing describes the movement as an in-kind distribution. OpCo Units and corresponding Class B Shares were transferred to certain members of NDB Holdings and Desert Holdings without payment, indicating a structural reallocation rather than a market trade.

How can WaterBridge (WBI) OpCo Units be converted according to the filing?

Each OpCo Unit may be redeemed at the holder’s request for either Class A Shares on a one-to-one basis or for a cash payment. The choice between Class A Shares and cash is determined under the OpCo LLC Agreement, and the OpCo Units do not expire.

Does David N. Capobianco fully own the WaterBridge (WBI) securities reported?

The filing states that various entities and David N. Capobianco may be deemed to beneficially own the securities held by WBR Holdings, NDB Holdings, and Desert Holdings. Each entity and Mr. Capobianco disclaim beneficial ownership except to the extent of any pecuniary interest.