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Devon Energy group (WBI) discloses 16M-share, 22.4% economic stake in WaterBridge

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Devon Energy Corporation and its subsidiaries report beneficial ownership of WaterBridge Infrastructure LLC. Through Devon WB Holdco L.L.C., the group reports beneficial ownership of 16,002,051 Class A shares representing limited liability company interests, calculated under Rule 13d-3 via redeemable OpCo Units and corresponding Class B shares.

Devon WB Holdco directly holds 16,002,051 Class B shares and 16,002,051 OpCo Units of WBI Operating LLC, which are redeemable one-for-one into newly issued Class A shares or cash, subject to the OpCo limited liability company agreement. Based on 55,453,118 Class A shares outstanding plus these redeemable units, this position represents 22.4% of the Class A shares under Rule 13d-3 and 13.0% on a fully diluted basis assuming redemption of all 68,003,091 OpCo Units. Voting and dispositive power over these securities is shared among Devon WB Holdco, WPX Energy Permian, LLC, WPX Energy, Inc., and Devon Energy Corporation.

Positive

  • None.

Negative

  • None.
Beneficially owned shares 16,002,051 Class A Shares Shares beneficially owned by Devon WB Holdco and affiliates under Rule 13d-3
Percent of class (Rule 13d-3) 22.4% Ownership of Class A shares based on 55,453,118 shares outstanding plus 16,002,051 issuable
Fully diluted ownership 13.0% Assuming redemption of all 68,003,091 outstanding OpCo Units into Class A shares
Class A shares outstanding 55,453,118 Class A Shares Outstanding as of August 5, 2026, as reported in a Quarterly Report on Form 10-Q
Total OpCo Units outstanding 68,003,091 OpCo Units Used to calculate fully diluted ownership percentage of the Reporting Persons
OpCo Units held by Devon WB Holdco 16,002,051 OpCo Units Each redeemable with a corresponding Class B share for one Class A share or cash
beneficially own financial
"Each of WPX Permian, WPX and Devon may be deemed to beneficially own the securities"
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.
OpCo Units financial
"16,002,051 units representing limited liability company interests in WBI Operating LLC ("OpCo Units")"
fully diluted basis financial
"On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units"
A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.
Rule 13d-3 regulatory
"The percent of class set forth in Row 11 is calculated pursuant to Rule 13d-3"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
limited liability company interests financial
"Class A shares representing limited liability company interests"
dispositive power financial
"Shared Dispositive Power 16,002,051.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What ownership stake in WBI does Devon Energy and its affiliates report?

Devon Energy and its affiliates report beneficial ownership of 16,002,051 Class A shares of WaterBridge Infrastructure LLC, representing 22.4% of outstanding Class A shares under Rule 13d-3, and 13.0% on a fully diluted basis assuming redemption of all OpCo Units.

How is the 22.4% ownership of WBI (symbol WBI) calculated?

The 22.4% ownership is calculated under Rule 13d-3 using 55,453,118 Class A shares outstanding as of August 5, 2026, plus 16,002,051 Class A shares issuable upon redemption of an equal number of OpCo Units held by Devon WB Holdco.

What does the fully diluted 13.0% ownership in WBI represent?

The 13.0% fully diluted ownership assumes redemption of all 68,003,091 outstanding OpCo Units into Class A shares. In that scenario, the 16,002,051 OpCo Units and corresponding Class B shares held by Devon WB Holdco equate to a 13.0% beneficial ownership stake in WaterBridge Infrastructure LLC.

What securities do the Devon entities actually hold in relation to WBI?

Devon WB Holdco directly holds 16,002,051 Class B shares of WaterBridge Infrastructure LLC and 16,002,051 OpCo Units of WBI Operating LLC. Each OpCo Unit is redeemable, together with cancellation of a corresponding Class B share, for one Class A share or cash, subject to the OpCo LLCA.





940923105

(CUSIP Number)
06/30/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: The percent of class set forth in Row 11 reflects the percentage of all outstanding Class A shares representing limited liability company interests ("Class A Shares") as calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding limited liability company interests in WBI Operating LLC ("OpCo Units") into Class A Shares, the Reporting Person's beneficial ownership percentage is 13.0%.


SCHEDULE 13G




Comment for Type of Reporting Person: The percent of class set forth in Row 11 reflects the percentage of all outstanding Class A Shares as calculated pursuant to Rule 13d-3 under the Exchange Act. On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 13.0%.


SCHEDULE 13G




Comment for Type of Reporting Person: The percent of class set forth in Row 11 reflects the percentage of all outstanding Class A Shares as calculated pursuant to Rule 13d-3 under the Exchange Act. On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 13.0%.


SCHEDULE 13G




Comment for Type of Reporting Person: The percent of class set forth in Row 11 reflects the percentage of all outstanding Class A Shares as calculated pursuant to Rule 13d-3 under the Exchange Act. On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 13.0%


SCHEDULE 13G



Devon WB Holdco L.L.C.
Signature:/s/ Gregory F. Conaway
Name/Title:Gregory F. Conaway, Vice President and Chief Accounting Officer
Date:08/13/2026
WPX Energy Permian, LLC
Signature:/s/ Gregory F. Conaway
Name/Title:Gregory F. Conaway, Vice President and Chief Accounting Officer
Date:08/13/2026
WPX Energy, Inc.
Signature:/s/ Gregory F. Conaway
Name/Title:Gregory F. Conaway, Vice President and Chief Accounting Officer
Date:08/13/2026
Devon Energy Corporation
Signature:/s/ Gregory F. Conaway
Name/Title:Gregory F. Conaway, Vice President and Chief Accounting Officer
Date:08/13/2026