WaterBridge (WBI) sponsor entities sell 5.9M Class A shares, convert OpCo units

Rhea-AI Filing Summary

Entities associated with WaterBridge Infrastructure LLC director and major holder David N. Capobianco reported a large secondary transaction involving Class A and Class B interests. On June 22, 2026, NDB Holdings LLC, Desert Environmental Holdings LLC and WBR Holdings LLC completed a series of linked conversions and sales.

The filing shows an open-market and broker-assisted sale of 5,894,826 Class A shares at $30.05 per share by these entities, following the redemption of 4,464,012 WBI Operating LLC units and the related cancellation of an equal number of Class B shares into newly issued Class A shares. These steps were made in connection with sales pursuant to Rule 144.

After these transactions, WBR Holdings holds 1,980,921 Class A shares along with additional OpCo units and corresponding Class B shares, while NDB Holdings and Desert Holdings continue to own substantial OpCo units and matching Class B shares. The filing emphasizes that Mr. Capobianco and related general partner entities may be deemed to beneficially own these securities through their control of the LLCs, but each disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

• None.

Negative

• Entities associated with director and major holder David N. Capobianco executed a large net sale of 5,894,826 Class A shares at $30.05 per share, representing a significant liquidity event by key sponsor-linked holders.

Insights

Equity ownership and governance analyst

Large net sale by sponsor-linked entities, but significant ownership remains via LLC units.

Entities tied to David N. Capobianco executed a sizeable secondary transaction in WaterBridge Infrastructure LLC. They sold 5,894,826 Class A shares at $30.05, while simultaneously converting 4,464,012 OpCo Units and related Class B shares into Class A shares pursuant to the operating agreement.

This pattern reflects both a liquidity event and an internal restructuring. The conversion from WBI Operating LLC Units into Class A shares is non-cash at $0.00 per unit and aligns with the right to redeem units for Class A shares or cash. Although the net share activity is net-sell, the entities still hold sizable OpCo unit positions.

Post-transaction, WBR Holdings retains 1,980,921 Class A shares plus 11,063,925 OpCo Units and matching Class B shares, while NDB Holdings and Desert Holdings together hold over 40 million OpCo Units with corresponding Class B shares as of June 22, 2026. The filing also stresses that Mr. Capobianco and related general partner entities may be deemed beneficial owners through control structures but disclaim ownership beyond their pecuniary interest.

Insider Trade Summary

Net Seller: 5,894,826 shares ($177,139,521)

Net Sell 4 txns

Insider Capobianco David N

Role 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)

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 +4 more

7 metrics

Class A shares sold 5,894,826 shares Open-market and broker-assisted sales on June 22, 2026

Sale price per share $30.05 per share Price for Class A share sales on June 22, 2026

OpCo Units converted 4,464,012 units Redeemed with cancellation of equal Class B shares into Class A shares

Post-transaction Class A at WBR Holdings 1,980,921 shares Class A shares held of record by WBR Holdings after transactions

OpCo Units at WBR Holdings 11,063,925 units OpCo Units with corresponding Class B shares held by WBR Holdings

OpCo Units at NDB Holdings 35,747,578 units OpCo Units with corresponding Class B shares held by NDB Holdings

OpCo Units at Desert Holdings 4,951,160 units OpCo Units with corresponding Class B shares held by Desert Holdings

Key Terms

Rule 144, OpCo Units, Class B Shares, Conversion of derivative security, +1 more

5 terms

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.

OpCo Units financial

"each unit representing membership interests in OpCo ("OpCo Units")"

Class B Shares financial

"together with the delivery for no consideration of an equal number of Class B shares"

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.

Conversion of derivative security financial

"transaction_code_description": "Conversion of derivative security""

pecuniary interest financial

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

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Form 4 Insider Transactions: What Each Field Means →

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)
06/22/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class B shares	06/22/2026		J(1)(2)		4,464,012	D	$0.00	51,762,663	I	See Footnotes(4)(5)(6)(7)
Class A shares	06/22/2026		C(1)(2)		4,464,012	A	$0.00	7,875,747	I	See Footnotes(4)(5)(6)(7)
Class A shares	06/22/2026		S(2)(3)		5,894,826	D	$30.05	1,980,921	I	See Footnotes(4)(5)(6)(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
WBI Operating LLC Units	(1)	06/22/2026		C(1)(2)			4,464,012	(1)	(1)	Class A shares	4,464,012	$0.00(1)	51,762,663	I	See Footnotes(4)(5)(6)(7)

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

	/s/ Scott L. McNeely, Attorney-in-fact	06/22/2026
	** 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)

FAQ

What insider transactions were reported for WaterBridge Infrastructure LLC (WBI)?

Entities linked to director David N. Capobianco reported selling 5,894,826 Class A shares at $30.05 per share. These sales followed the conversion of 4,464,012 WBI Operating LLC units and cancellation of an equal number of Class B shares into newly issued Class A shares.

Who actually sold WaterBridge Infrastructure (WBI) shares in this Form 4?

The sales were made by NDB Holdings LLC, Desert Environmental Holdings LLC and WBR Holdings LLC, entities controlled through various Five Point Energy general partner structures. David N. Capobianco may be deemed a beneficial owner via these entities but disclaims ownership beyond any pecuniary interest.

How many WaterBridge Infrastructure (WBI) Class A shares were sold and at what price?

The filing reports an open-market and broker-assisted sale of 5,894,826 Class A shares at $30.05 per share. These transactions were conducted pursuant to Rule 144 through a broker-dealer and involved multiple LLC entities associated with the reporting person.

What conversions or redemptions accompanied the WaterBridge (WBI) share sales?

NDB Holdings and Desert Holdings redeemed a total of 4,464,012 WBI Operating LLC units, together with cancelling an equal number of Class B shares, for 4,464,012 newly issued Class A shares. This conversion occurred under the OpCo agreement in connection with the Rule 144 sales.

What are the post-transaction holdings of entities tied to David N. Capobianco in WBI?

Following the transactions, WBR Holdings holds 1,980,921 Class A shares plus 11,063,925 OpCo units and matching Class B shares. NDB Holdings holds 35,747,578 OpCo units and Desert Holdings holds 4,951,160 OpCo units, each with corresponding Class B shares as of June 22, 2026.

How do OpCo Units and Class B shares relate to WaterBridge (WBI) Class A shares?

Under WBI Operating LLC’s agreement, each OpCo Unit, together with delivery of an equal number of Class B shares, can be redeemed for either an equal number of newly issued Class A shares or cash, at the issuer’s election. OpCo Units do not expire, providing ongoing conversion flexibility.