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WaterBridge (WBI) sponsor entities sell 5.9M Class A shares via Rule 144

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC’s major unitholders restructured and sold part of their positions. On June 22, 2026, entities including NDB Holdings LLC, Desert Environmental Holdings LLC and WBR Holdings LLC redeemed 4,464,012 WBI Operating LLC units, together with an equal number of Class B shares, for 4,464,012 Class A shares. In connection with a Rule 144 sale through a broker-dealer the same day, NDB Holdings sold 3,920,948 Class A shares, Desert Environmental Holdings sold 543,064 Class A shares and WBR Holdings sold 1,430,814 Class A shares at an open-market sale price of about $30.05 per share. After these transactions, WBR Holdings’ position includes 1,980,921 Class A shares and significant remaining OpCo Units and corresponding Class B shares, while NDB Holdings and Desert Environmental Holdings also continue to hold substantial OpCo Unit and Class B interests.

Positive

  • None.

Negative

  • None.

Insights

Large Rule 144 sale by sponsor-related entities with substantial ownership remaining.

The filing shows affiliated holders of WaterBridge Infrastructure LLC executing a sizable secondary liquidity event. NDB Holdings, Desert Environmental Holdings and WBR Holdings collectively sold 5,894,826 Class A shares at about $30.05 per share in open-market transactions under Rule 144.

Before selling, NDB Holdings and Desert Environmental Holdings redeemed 4,464,012 OpCo Units and corresponding Class B shares for the same number of Class A shares. This is a classic “up‑C” style exchange where operating LLC units convert into listed equity, with cash proceeds coming from public buyers, not the issuer.

Despite the net-sell activity of 5,894,826 shares, the entities retain large positions. Footnotes show WBR Holdings still holding 1,980,921 Class A shares plus over 11 million OpCo Units, while NDB Holdings and Desert Environmental Holdings continue to own tens of millions of OpCo Units and corresponding Class B shares. This scale and the Rule 144 framework suggest an important but structured reduction in sponsor exposure rather than a full exit.

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
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.
Class A shares sold 5,894,826 shares Open-market sale on June 22, 2026
Sale price per share $30.05 per share Class A open-market sale
OpCo Units redeemed 4,464,012 units Redeemed for equal Class A shares on June 22, 2026
Class A shares received on redemption 4,464,012 shares Issued in exchange for OpCo Units and Class B shares
Net buy/sell direction -5,894,826 shares Net-sell per transaction summary
WBR Holdings Class A holdings 1,980,921 shares Class A shares following reported transactions
WBR Holdings OpCo Units 11,063,925 units OpCo Units outstanding after transactions
NDB Holdings OpCo Units 35,747,578 units OpCo Units held after June 22, 2026
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") may be redeemed"
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.
Class A Shares financial
"may be redeemed for an equal number of newly issued Class A shares"
Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.
derivative conversion financial
"transaction_action": "derivative conversion""
beneficially own regulatory
"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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
DirectorX10% 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
XForm 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)
CodeVAmount(A) or (D)Price
Class B shares06/22/2026J(1)(2)4,464,012D$0.0051,762,663ISee Footnotes(4)(5)(6)(7)
Class A shares06/22/2026C(1)(2)4,464,012A$0.007,875,747ISee Footnotes(4)(5)(6)(7)
Class A shares06/22/2026S(2)(3)5,894,826D$30.051,980,921ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
WBI Operating LLC Units(1)06/22/2026C(1)(2)4,464,012 (1) (1)Class A shares4,464,012$0.00(1)51,762,663ISee Footnotes(4)(5)(6)(7)
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
DirectorX10% 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
DirectorX10% 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
DirectorX10% 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
DirectorX10% 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
DirectorX10% 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
DirectorX10% 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
DirectorX10% 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
DirectorX10% 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
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.
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, /s/ Scott L. McNeely, Executive Vice President, Chief Financial Officer06/22/2026
NDB Holdings LLC, /s/ Scott L. McNeely, Executive Vice President, Chief Financial Officer06/22/2026
Desert Environmental Holdings LLC, /s/ Scott L. McNeely, Executive Vice President, Chief Financial Officer06/22/2026
Five Point Energy GP I LP, By: Five Point Energy GP I LLC, sole GP, By: David Capobianco, sole member, /s/ Scott L. McNeely, Attorney-in-Fact06/22/2026
Five Point Energy GP I LLC, By: David Capobianco, sole member, /s/ Scott L. McNeely, Attorney-in-Fact06/22/2026
Five Point Energy GP II LP, By: Five Point Energy GP II LLC, sole GP, By: David Capobianco, sole member, /s/ Scott L. McNeely, Attorney-in-Fact06/22/2026
Five Point Energy GP II LLC, By: David Capobianco, sole member, /s/ Scott L. McNeely, Attorney-in-Fact06/22/2026
Five Point Energy GP III LP, By: Five Point Energy GP III LLC, sole GP, By: David Capobianco, sole member, /s/ Scott L. McNeely, Attorney-in-Fact06/22/2026
Five Point Energy GP III LLC, By: David Capobianco, sole member, /s/ Scott L. McNeely, Attorney-in-Fact06/22/2026
** Signature of Reporting PersonDate
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 insider transactions did WaterBridge Infrastructure LLC (WBI) report in this Form 4?

The Form 4 reports a large secondary sale and related conversions. Affiliated entities sold 5,894,826 Class A shares at about $30.05 per share, after redeeming 4,464,012 OpCo Units and corresponding Class B shares for the same number of Class A shares.

Which entities sold WaterBridge Infrastructure Class A shares and how many did each sell?

The filing shows three selling entities. NDB Holdings LLC sold 3,920,948 Class A shares, Desert Environmental Holdings LLC sold 543,064 Class A shares, and WBR Holdings LLC sold 1,430,814 Class A shares, all in connection with a Rule 144 sale.

What is the relationship between OpCo Units, Class B shares and Class A shares at WaterBridge Infrastructure?

Each OpCo Unit, together with delivery or cancellation of an equal number of Class B shares, can be redeemed for one newly issued Class A share or cash at the issuer’s election. The filing notes OpCo Units do not expire and redemptions followed this structure.

What holdings remain after the reported WaterBridge Infrastructure insider transactions?

After the transactions, WBR Holdings’ position includes 1,980,921 Class A shares, plus 11,063,925 OpCo Units and the same number of Class B shares. NDB Holdings and Desert Environmental Holdings also continue to hold large blocks of OpCo Units and corresponding Class B shares.

Was the WaterBridge Infrastructure insider sale part of a Rule 144 transaction?

Yes. A footnote states that on June 22, 2026, the Class A share sales by NDB Holdings, Desert Environmental Holdings and WBR Holdings were completed through a broker-dealer pursuant to Rule 144 under the Securities Act, indicating a registered holder resale into the public market.