WaterBridge Infrastructure (WBI) holders make 2.46M-unit in-kind move

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC reporting entities recorded an internal restructuring involving OpCo Units and related share classes. On the reported date, they made an in-kind distribution of 2,456,248 OpCo Units and a corresponding number of Class B Shares to certain members for no consideration.

After this transaction, the group’s holdings totaled 56,226,677 Class B Shares and OpCo Units. These are held of record by WBR Holdings LLC, NDB Holdings LLC and Desert Environmental Holdings LLC, with indirect beneficial ownership interests attributed to various Five Point Energy-sponsored vehicles as described in the footnotes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider WBR Holdings LLC, NDB Holdings LLC, Desert Environmental Holdings LLC, Five Point Energy GP I LP, Five Point Energy GP I LLC, Five Point Energy GP II LP, Five Point Energy GP II LLC, Five Point Energy GP III LP, Five Point Energy GP III LLC

Role null | null | null | null | null | null | null | null | 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)

1. Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares to certain members of the reporting persons 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 ("NDB Holdings") and (iii) 5,494,224 OpCo Units and a corresponding number of Class B Shares held of record by Desert Environmental Holdings LLC ("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 distribution size: 2,456,248 OpCo Units and Class B Shares Total holdings after transaction: 56,226,677 shares/units WBR Holdings Class B Shares: 11,063,925 shares +3 more

6 metrics

In-kind distribution size 2,456,248 OpCo Units and Class B Shares Restructuring transaction on 2026-05-06

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

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

NDB Holdings OpCo Units and Class B 39,668,328 units/shares Held of record by NDB Holdings after transaction

Desert Holdings OpCo Units and Class B 5,494,224 units/shares Held of record by Desert Environmental Holdings after transaction

Restructuring share count 4,912,496 shares Total shares involved across both J-code entries

Key Terms

OpCo Units, Class B Shares, in-kind distribution, beneficially own, +2 more

6 terms

OpCo Units financial

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

Class B Shares financial

"an in-kind distribution of OpCo Units and the corresponding 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.

in-kind distribution 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"

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 →

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^*

WBR Holdings LLC

(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)

	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)

	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	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)

1. Name and Address of Reporting Person^*

WBR Holdings LLC

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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^*

NDB Holdings LLC

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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^*

Desert Environmental Holdings LLC

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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^*

Five Point Energy GP I LP

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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^*

Five Point Energy GP I LLC

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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^*

Five Point Energy GP II LP

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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^*

Five Point Energy GP II LLC

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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^*

Five Point Energy GP III LP

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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^*

Five Point Energy GP III LLC

(Last) (First) (Middle)

C/O WATERBRIDGE INFRASTRUCTURE LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(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. Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares to certain members of the reporting persons 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 ("NDB Holdings") and (iii) 5,494,224 OpCo Units and a corresponding number of Class B Shares held of record by Desert Environmental Holdings LLC ("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.

Remarks:

Due to the limitations of the electronic filing system, each of WaterBridge Resources LLC and WaterBridge NDB LLC are filing a separate Form 4.

	WBR Holdings LLC, By: /s/ Harrison Bolling, Executive Vice President & General Counsel	05/08/2026
	NDB Holdings LLC, By: /s/ Harrison Bolling, Executive Vice President & General Counsel	05/08/2026
	Desert Environmental Holdings LLC, By: /s/ Jason Williams, Chief Financial Officer	05/08/2026
	Five Point Energy GP I LP, By: Five Point Energy GP I LLC, its sole GP, By: David Capobianco, sole member, /s/ Scott McNeely, Attorney-in-Fact	05/08/2026
	Five Point Energy GP I LLC, By: David Capobianco, sole member, /s/ Scott McNeely, Attorney-in-Fact	05/08/2026
	Five Point Energy GP II LP, By: Five Point Energy GP II LLC, its sole GP, By: David Capobianco, sole member, /s/ Scott McNeely, Attorney-in-Fact	05/08/2026
	Five Point Energy GP II LLC, By: David Capobianco, sole member, /s/ Scott McNeely, Attorney-in-Fact	05/08/2026
	Five Point Energy GP III LP, By: Five Point Energy GP III LLC, its sole GP, By: David Capobianco, sole member, /s/ Scott McNeely, Attorney-in-Fact	05/08/2026
	Five Point Energy GP III LLC, By: David Capobianco, sole member, /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)

FAQ

What insider transaction did WaterBridge Infrastructure (WBI) report in this Form 4?

WaterBridge-related entities reported an in-kind distribution of 2,456,248 OpCo Units and the same number of Class B Shares. The transfer was made to certain members for no consideration as part of an internal restructuring, rather than an open-market purchase or sale.

How many WaterBridge Infrastructure (WBI) units and shares moved in the restructuring?

The filing shows 2,456,248 OpCo Units and an equal number of Class B Shares were distributed in kind. This matched pair structure maintains the link between OpCo Units and corresponding Class B Shares described in the footnotes to the Form 4.

What are the WaterBridge Infrastructure (WBI) holdings after the Form 4 transaction?

Following the restructuring, the reporting entities collectively hold 56,226,677 Class B Shares and OpCo Units. These interests are split among WBR Holdings LLC, NDB Holdings LLC and Desert Environmental Holdings LLC as outlined in the detailed ownership footnote.

How are WBR Holdings, NDB Holdings and Desert Environmental linked to WaterBridge (WBI)?

WBR Holdings, NDB Holdings and Desert Environmental Holdings are record holders of Class B Shares and OpCo Units. Various Five Point Energy GP entities and WaterBridge-affiliated managers may be deemed to indirectly beneficially own these securities, subject to pecuniary interest disclaimers in the footnotes.

What flexibility do OpCo Units give WaterBridge Infrastructure (WBI) holders?

Each OpCo Unit is redeemable at the holder’s request for either Class A Shares on a one-to-one basis or for a cash payment. When OpCo Units are redeemed, an equal number of Class B Shares is canceled, and the OpCo Units themselves do not expire.

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

The Form 4 states the 2,456,248 OpCo Units and corresponding Class B Shares were distributed to certain members for no consideration. This language indicates the restructuring was a non-cash, internal reallocation rather than a market-priced transaction involving outside investors.