Devon WB Holdco sells 1,755,174 WaterBridge (WBI) Class A shares

Rhea-AI Filing Summary

Devon WB Holdco L.L.C., an indirect subsidiary of Devon Energy, converted 1,755,174 WBI Operating LLC units and the same number of Class B shares into 1,755,174 Class A shares of WaterBridge Infrastructure LLC on a one-for-one basis.

Devon WB Holdco then sold all 1,755,174 Class A shares in an open-market transaction through a broker-dealer under Rule 144 at $30.05 per share. After these transactions, it holds no Class A shares but continues to own 16,002,051 OpCo Units and 16,002,051 Class B shares, which carry voting rights but no economic rights. Devon Energy, WPX Energy and WPX Energy Permian disclaim beneficial ownership beyond their pecuniary interests.

Insights

Equity capital markets analyst

Large Rule 144 sale paired with structural unit-for-share conversion.

The reporting chain shows Devon WB Holdco L.L.C., an indirect Devon Energy subsidiary, redeeming 1,755,174 OpCo Units and cancelling the same number of Class B shares in exchange for 1,755,174 Class A shares, then selling all those Class A shares at $30.05.

This is an exercise-and-sell style pattern using the company’s Up-C structure: non-economic, voting-only Class B shares and OpCo Units are converted into economically participating Class A equity, then monetized via a Rule 144 brokered transaction. The filing also clarifies that Class B shares have no economic rights but one vote per share.

Afterward, Devon WB Holdco still owns 16,002,051 OpCo Units and 16,002,051 Class B shares, so the sale covers only a portion of its overall position visible here. Devon Energy, WPX Energy and WPX Energy Permian each disclaim beneficial ownership beyond their pecuniary interest, indicating this activity is at the holding-company level rather than a personal insider trade.

Insider Trade Summary

Net Seller: 1,755,174 shares ($52,742,979)

Net Sell 4 txns

Insider DEVON ENERGY CORP/DE, WPX ENERGY, INC., WPX Energy Permian, LLC, Devon WB Holdco L.L.C.

Role null | null | null | null

Sold 1,755,174 shs ($52.74M)

Type	Security	Shares	Price	Value
Conversion	WBI Operating LLC Units	1,755,174	$0.00	--
Other	Class B Shares	1,755,174	$0.00	--
Conversion	Class A Shares	1,755,174	$0.00	--
Sale	Class A Shares	1,755,174	$30.05	$52.74M

Holdings After Transaction: WBI Operating LLC Units — 16,002,051 shares (Indirect, See Footnote); Class B Shares — 16,002,051 shares (Indirect, See Footnote); Class A Shares — 1,755,174 shares (Indirect, See Footnote)

Footnotes (1)

1. On June 22, 2026, in connection with a sale pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, Devon WB Holdco L.L.C. ("Devon Holdco") redeemed 1,755,174 units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company ("OpCo" and such units, "OpCo Units"), along with the cancellation of an equal number of Class B shares representing limited liability company interests in WaterBridge Infrastructure LLC, a Delaware limited liability company (the "Company" and such shares, "Class B Shares"), for 1,755,174 Class A shares representing limited liability company interests in the Company ("Class A Shares"). 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. 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.

Key Figures

Class A shares sold: 1,755,174 shares Sale price per share: $30.05 per share Class A shares after sale: 0 shares +3 more

6 metrics

Class A shares sold 1,755,174 shares Open-market sale under Rule 144 on June 22, 2026

Sale price per share $30.05 per share Price for Class A shares sold by Devon WB Holdco

Class A shares after sale 0 shares Devon WB Holdco Class A holdings following the transaction

OpCo Units remaining 16,002,051 units WBI Operating LLC units held after conversion and sale

Class B shares remaining 16,002,051 shares Voting-only Class B shares held after related transactions

OpCo Units converted 1,755,174 units Redeemed for an equal number of Class A shares

Key Terms

Rule 144, OpCo Units, Class B Shares, pecuniary interest, +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

"redeemed 1,755,174 units representing limited liability company interests in WBI Operating LLC ("OpCo Units")"

Class B Shares financial

"cancellation of an equal number of Class B shares representing limited liability company interests in WaterBridge Infrastructure 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.

pecuniary interest financial

"disclaims beneficial ownership of the securities owned by Devon Holdco in excess of their respective pecuniary interest therein"

limited liability company agreement regulatory

"subject to certain restrictions in the OpCo limited liability company agreement (the "OpCo LLCA")"

A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:32 PM Accepted by SEC EDGAR 06/24/2026 - 04:32 PM Learn about SEC filing dates

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^*

DEVON ENERGY CORP/DE

(Last) (First) (Middle)

840 GESSNER ROAD, SUITE 1400

(Street)

HOUSTON TEXAS 77024

(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)

	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)

	Form filed by One Reporting Person
X	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)		1,755,174	D	$0	16,002,051	I	See Footnote(2)
Class A Shares	06/22/2026		C(1)		1,755,174	A	$0	1,755,174	I	See Footnote(2)
Class A Shares	06/22/2026		S(1)		1,755,174	D	$30.05	0	I	See Footnote(2)

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	(3)	06/22/2026		C(1)			1,755,174	(3)	(3)	Class A Shares	1,755,174	$0	16,002,051	I	See Footnote(2)

1. Name and Address of Reporting Person^*

DEVON ENERGY CORP/DE

(Last) (First) (Middle)

840 GESSNER ROAD, SUITE 1400

(Street)

HOUSTON TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

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)

840 GESSNER ROAD, SUITE 1400

(Street)

HOUSTON TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

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 Permian, LLC

(Last) (First) (Middle)

840 GESSNER ROAD, SUITE 1400

(Street)

HOUSTON TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

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^*

Devon WB Holdco L.L.C.

(Last) (First) (Middle)

840 GESSNER ROAD, SUITE 1400

(Street)

HOUSTON TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On June 22, 2026, in connection with a sale pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, Devon WB Holdco L.L.C. ("Devon Holdco") redeemed 1,755,174 units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company ("OpCo" and such units, "OpCo Units"), along with the cancellation of an equal number of Class B shares representing limited liability company interests in WaterBridge Infrastructure LLC, a Delaware limited liability company (the "Company" and such shares, "Class B Shares"), for 1,755,174 Class A shares representing limited liability company interests in the Company ("Class A Shares").

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 Corporate Development Officer of Devon Energy Corporation	06/24/2026
	/s/ Jeffrey L. Ritenour, Executive Vice President of WPX Energy, Inc.	06/24/2026
	/s/ Jeffrey L. Ritenour, Executive Vice President of WPX Energy Permian, LLC	06/24/2026
	/s/ Jeffrey L. Ritenour, Executive Vice President of Devon WB Holdco L.L.C.	06/24/2026
	** 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 transaction was reported for WaterBridge Infrastructure (WBI)?

Devon WB Holdco L.L.C. converted 1,755,174 WBI Operating LLC units and corresponding Class B shares into 1,755,174 Class A shares, then sold all those Class A shares through a broker-dealer under Rule 144 at $30.05 per share in an open-market transaction.

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

The filing shows a sale of 1,755,174 Class A shares of WaterBridge Infrastructure LLC at a price of $30.05 per share. This open-market sale occurred via a broker-dealer in connection with a Rule 144 transaction on June 22, 2026, by Devon WB Holdco L.L.C.

Who actually holds the WaterBridge (WBI) securities in this Form 4?

The securities are directly held by Devon WB Holdco L.L.C., an indirect wholly owned subsidiary of Devon Energy Corporation. Devon Energy, WPX Energy and WPX Energy Permian each disclaim beneficial ownership of Devon WB Holdco’s securities beyond their respective pecuniary interests, according to the disclosure language.

What is the relationship between WaterBridge Class B shares and OpCo Units?

Each OpCo Unit is paired with a corresponding Class B share. Class B shares have no economic rights but provide one vote per share. At a holder’s request, each OpCo Unit and its Class B share can be redeemed for one newly issued Class A share or a cash payment under the OpCo LLC agreement.

What WaterBridge (WBI) holdings remain after Devon WB Holdco’s sale?

After the reported transactions, Devon WB Holdco holds no Class A shares of WaterBridge Infrastructure LLC. It continues to own 16,002,051 OpCo Units of WBI Operating LLC and an equal number of Class B shares, which confer voting rights without economic participation in the company.

Was the WaterBridge (WBI) insider sale made under Rule 144?

Yes. The Form 4 footnote states the 1,755,174 Class A share sale was completed in connection with a Rule 144 transaction under the Securities Act of 1933, as amended. It was executed through a broker-dealer, indicating a structured resale of restricted or control securities into the public market.