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WaterBridge (NYSE: WBI) reports in-kind OpCo and Class B transfer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WaterBridge Resources LLC and WaterBridge NDB LLC, both ten percent owners of WaterBridge Infrastructure LLC, reported an in-kind restructuring transaction. They distributed 2,456,248 OpCo Units and a corresponding number of Class B Shares to certain members for no consideration.

After this non-cash distribution, the reporting structure shows 56,226,677 Class B Shares or OpCo Units indirectly held, including 11,063,925 Class B Shares at WBR Holdings, 39,668,328 OpCo Units with matching Class B Shares at NDB Holdings, and 5,494,224 OpCo Units with matching Class B Shares at Desert Environmental Holdings.

Positive

  • None.

Negative

  • None.
Insider WaterBridge Resources LLC, WaterBridge NDB LLC
Role 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.
In-kind distribution size 2,456,248 OpCo Units OpCo Units distributed to members for no consideration
Corresponding Class B Shares 2,456,248 Class B Shares Distributed alongside OpCo Units in restructuring
Post-transaction indirect holdings 56,226,677 units/shares Class B Shares or OpCo Units following the transaction
WBR Holdings Class B stake 11,063,925 Class B Shares Held of record by WBR Holdings after transaction
NDB Holdings stake 39,668,328 OpCo Units & Class B Shares OpCo Units and matching Class B Shares at NDB Holdings
Desert Holdings stake 5,494,224 OpCo Units & Class B Shares OpCo Units and matching Class B Shares at Desert Holdings
OpCo Units financial
"Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares"
in-kind distribution financial
"Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares"
Class B Shares financial
"includes (i) 11,063,925 Class B Shares held of record by WBR Holdings"
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.
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"
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*
WaterBridge Resources 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)
05/06/2026		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 Shares05/06/2026J(1)2,456,248D$056,226,677ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
OpCo Units(6)05/06/2026J(1)2,456,248 (6) (6)Class A Shares2,456,248$056,226,677ISee Footnotes(2)(3)(4)(5)
1. Name and Address of Reporting Person*
WaterBridge Resources 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*
WaterBridge NDB 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. 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 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 and Five Point Energy GP III LLC are filing a separate Form 4.
WaterBridge Resources LLC, /s/ Scott McNeely, Executive Vice President, Chief Financial Officer05/08/2026
WaterBridge NDB LLC, /s/ Scott McNeely, Executive Vice President, Chief Financial Officer05/08/2026
** 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 transaction did WaterBridge (WBI) report on this Form 4?

WaterBridge reported an in-kind distribution of 2,456,248 OpCo Units and corresponding Class B Shares to certain members for no consideration. The filing classifies this as an “other acquisition or disposition” restructuring transaction under code J.

Was the WaterBridge (WBI) OpCo and Class B transaction a cash sale?

No. The filing states the OpCo Units and corresponding Class B Shares were distributed in kind to certain members for no consideration. This means it was a non-cash internal reallocation rather than an open-market purchase or sale of WaterBridge equity.

How many WaterBridge OpCo Units and Class B Shares were involved?

The Form 4 shows 2,456,248 OpCo Units and an equal number of corresponding Class B Shares were distributed. A matching 2,456,248 underlying Class A Shares are associated with these OpCo Units under the capital structure described in the filing footnotes.

What are the post-transaction holdings reported for WaterBridge insiders?

Post-transaction, the filing reports 56,226,677 Class B Shares or OpCo Units indirectly held. These include 11,063,925 Class B Shares at WBR Holdings, 39,668,328 OpCo Units with matching Class B Shares at NDB Holdings, and 5,494,224 OpCo Units with matching Class B Shares at Desert Holdings.

How do WaterBridge OpCo Units relate to Class A and Class B Shares?

Each OpCo Unit may be redeemed for Class A Shares on a one-to-one basis or for cash, as determined by the OpCo LLC Agreement. When OpCo Units are redeemed, an equal number of Class B Shares are canceled, and the OpCo Units do not expire.

Who is reported as indirectly benefiting from WaterBridge holdings?

The filing explains that entities affiliated with Five Point Energy funds and related general partners may be deemed to beneficially own securities held by WBR Holdings, NDB Holdings, and Desert Holdings, while each entity and individual disclaims beneficial ownership beyond any pecuniary interest.