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.
Key Figures
Beneficially owned shares:16,002,051 Class A SharesPercent of class (Rule 13d-3):22.4%Fully diluted ownership:13.0%+3 more
6 metrics
Beneficially owned shares16,002,051 Class A SharesShares 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 ownership13.0%Assuming redemption of all 68,003,091 outstanding OpCo Units into Class A shares
Class A shares outstanding55,453,118 Class A SharesOutstanding as of August 5, 2026, as reported in a Quarterly Report on Form 10-Q
Total OpCo Units outstanding68,003,091 OpCo UnitsUsed to calculate fully diluted ownership percentage of the Reporting Persons
OpCo Units held by Devon WB Holdco16,002,051 OpCo UnitsEach redeemable with a corresponding Class B share for one Class A share or cash
"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 Unitsfinancial
"16,002,051 units representing limited liability company interests in WBI Operating LLC ("OpCo Units")"
fully diluted basisfinancial
"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-3regulatory
"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 interestsfinancial
"Class A shares representing limited liability company interests"
dispositive powerfinancial
"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.
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.
Which Devon-related entities are reporting beneficial ownership in WBI?
The reporting persons are Devon WB Holdco L.L.C., WPX Energy Permian, LLC, WPX Energy, Inc., and Devon Energy Corporation. Devon WB Holdco directly holds the securities, and each upstream entity may be deemed to beneficially own the same 16,002,051 Class A shares.
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.
What voting rights do the Class B shares related to WBI provide?
Each Class B share has no economic rights but entitles its holder to one vote on all matters submitted to WaterBridge Infrastructure LLC shareholders generally. Economic exposure is tied to the OpCo Units, which are redeemable into Class A shares or cash per the OpCo LLCA.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
WaterBridge Infrastructure LLC
(Name of Issuer)
Class A shares representing limited liability company interests
(Title of Class of Securities)
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
CUSIP Number(s):
940923105
1
Names of Reporting Persons
Devon WB Holdco L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,002,051.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,002,051.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,051.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.4 %
12
Type of Reporting Person (See Instructions)
OO
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
CUSIP Number(s):
940923105
1
Names of Reporting Persons
WPX Energy Permian, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,002,051.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,002,051.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,051.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.4 %
12
Type of Reporting Person (See Instructions)
OO
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
CUSIP Number(s):
940923105
1
Names of Reporting Persons
WPX Energy, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,002,051.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,002,051.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,051.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.4 %
12
Type of Reporting Person (See Instructions)
CO
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
CUSIP Number(s):
940923105
1
Names of Reporting Persons
Devon Energy Corporation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,002,051.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,002,051.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,051.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.4 %
12
Type of Reporting Person (See Instructions)
CO
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
Item 1.
(a)
Name of issuer:
WaterBridge Infrastructure LLC
(b)
Address of issuer's principal executive offices:
5555 San Felipe Street, Suite 1200, Houston, Texas 77056
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by the following entities (each a "Reporting Person" and collectively the "Reporting Persons"):
(i) Devon WB Holdco L.L.C., a Delaware limited liability company ("Devon Holdco"), which directly holds the securities reported herein;
(ii) WPX Energy Permian, LLC, a Delaware limited liability company ("WPX Permian"), which owns 100% of the limited liability company interests of Devon Holdco;
(iii) WPX Energy, Inc., a Delaware corporation ("WPX"), which owns 100% of the limited liability company interests of WPX Permian; and
(iv) Devon Energy Corporation, a Delaware corporation ("Devon"), which owns 100% of the outstanding common stock of WPX.
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 840 Gessner Road, Suite 1400, Houston, Texas 77024.
(c)
Citizenship:
See responses to Row 4 on each cover page.
(d)
Title of class of securities:
Class A shares representing limited liability company interests
(e)
CUSIP No.:
940923105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Row 9 on each cover page.
Devon Holdco directly holds 16,002,051 Class B shares of the Issuer representing limited liability company interests ("Class B Shares") and 16,002,051 units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company ("OpCo" and such units, "OpCo Units"). Each of WPX Permian, WPX and Devon may be deemed to beneficially own the securities held by Devon Holdco.
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 Issuer 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.
(b)
Percent of class:
See responses to Row 11 on each cover page.
The percent of class set forth in Row 11 on each cover page is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based on 55,453,118 Class A Shares outstanding as of August 5, 2026, as reported by the Issuer in the Quarterly Report on Form 10-Q filed on August 6, 2026, plus 16,002,051 Class A Shares issuable upon the redemption of the same number of OpCo Units held by Devon Holdco.
On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units into Class A Shares, the Reporting Persons' respective beneficial ownership percentage is 13.0%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Row 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Row 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Row 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Row 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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