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WBI (NYSE: WBI) affiliates and Capobianco report large Class A holdings in amendment

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC reporting persons filed an amendment to a joint Schedule 13G/A disclosing beneficial ownership of Class A Shares. The cover data states 51,480,071 Class A Shares outstanding as of the filing and reports combined holdings by affiliated entities and David Capobianco. Key reported holdings include 53,743,584 shares (52.1%) attributed to Mr. Capobianco-related entities on the cover pages and entity-level holdings of 40,698,738 shares (44.2%), 35,747,578 shares (41.0%), 13,044,846 shares (20.9%), and 4,951,160 shares (8.8%). The filing notes alternate percent calculations “assuming the redemption of all 71,976,138 OpCo Units into Class A Shares”, which produces lower percent-of-class figures for certain Reporting Persons. The cover lists the CUSIP 940923105 and identifies the Reporting Persons and their Delaware organization status.

Positive

  • None.

Negative

  • None.

Insights

Affiliated entities and a single individual report concentrated voting/disposing power around the same holdings.

The filing shows aggregated beneficial ownership across affiliated entities and Mr. Capobianco, with cover counts such as 53,743,584 shares and subsidiary-level counts like 35,747,578 and 40,698,738. These counts are presented under Rule 13d-3 calculations and include shares underlying OpCo Units.

Dependencies include the OpCo Unit redemption mechanics and the OpCo LLC Agreement's cash-or-share election; the filing explicitly states the alternate percentages “assuming the redemption of all 71,976,138 OpCo Units into Class A Shares”. Subsequent filings would clarify any changes in outstanding share counts or redemptions.

The amendment clarifies beneficial ownership attribution and disclaims direct beneficial ownership by certain reporting entities.

The statement attaches attribution language: managing-member and general-partner relationships may cause entities and Mr. Capobianco to be “deemed” beneficial owners, but each such entity and individual expressly disclaims beneficial ownership of the underlying securities in the filing.

Material qualifiers preserved in the filing include the Rule 13d-3 basis for percent calculations and the OpCo Unit redemption assumption; these qualifiers determine which percentage applies and should be noted when interpreting voting or disposition power.

Class A Shares outstanding 51,480,071 shares as stated in Item 4 of this filing
Additional Class A issued on redemption 4,464,012 shares issued upon redemption of Class B Shares/OpCo Units as disclosed in Forms 4
David Capobianco-related beneficial ownership 53,743,584 shares cover-page total and Row 9 for Mr. Capobianco-related reporting persons
Five Point Energy GP III group holding 40,698,738 shares cover-page holding listed with <b>44.2%</b> percent of class
NDB Holdings LLC holding 35,747,578 shares cover-page holding listed with <b>41.0%</b> percent of class
WBR Holdings LLC holding 13,044,846 shares cover-page holding listed with <b>20.9%</b> percent of class
Desert Environmental Holdings LLC holding 4,951,160 shares cover-page holding listed with <b>8.8%</b> percent of class
OpCo Units referenced 71,976,138 units used for alternate percent calculations when redeemed into Class A Shares
OpCo Units financial
"Each OpCo Unit may be redeemed at the request of the holder for either Class A Shares"
Rule 13d-3 regulatory
"percentage of all outstanding Class A shares as 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.
Beneficial ownership regulatory
"The ownership information presented herein represents beneficial ownership of Class A Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Class B Shares financial
"4,464,012 Class A Shares issued upon redemption 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.
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FAQ

What Class A share count does WBI report in this Schedule 13G/A amendment?

The amendment reports 51,480,071 Class A Shares outstanding. This figure reflects prior 10-Q disclosure plus 4,464,012 Class A Shares issued upon specified redemptions disclosed in Forms 4.

What is the filing's disclosure about OpCo Units and alternate percentages?

The filing states 71,976,138 OpCo Units may be redeemed into Class A Shares and provides alternate ownership percentages “assuming the redemption of all 71,976,138 OpCo Units into Class A Shares,” producing lower percent figures for some Reporting Persons.

Which entities are named as Reporting Persons on the amendment?

The filing lists affiliated entities including WBR Holdings LLC, WaterBridge Resources LLC, NDB Holdings LLC, Desert Environmental Holdings LLC, Five Point Energy GP I/II/III (and related LLCs), and individual David Capobianco.

Does the filing state who holds voting or dispositive power over the shares?

Yes; the cover pages report voting and dispositive power breakdowns (e.g., shared voting/dispositive power figures such as 53,743,584 for Mr. Capobianco-related entries) and Item 4 cross-references those cover-page rows for powers to vote and dispose.





940923105

(CUSIP Number)
06/22/2026

(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"). Assuming the redemption of all 71,976,138 outstanding limited liability company interests in WBI Operating LLC ("OpCo Units") into Class A Shares, the Reporting Person's beneficial ownership percentage is 10.6%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 10.6%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 29.0%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 29.0%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 4.0%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 10.6%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 10.6%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 29.0%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 29.0%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 33.0%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 33.0%.


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. Assuming the redemption of all 71,976,138 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 43.5%.


SCHEDULE 13G



WBR Holdings LLC
Signature:/s/ Scott L. McNeely
Name/Title:Scott L. McNeely, Executive Vice President, Chief Financial Officer
Date:06/26/2026
WaterBridge Resources LLC
Signature:/s/ Scott L. McNeely
Name/Title:Scott L. McNeely, Executive Vice President, Chief Financial Officer
Date:06/26/2026
NDB Holdings LLC
Signature:/s/ Scott L. McNeely
Name/Title:Scott L. McNeely, Executive Vice President, Chief Financial Officer
Date:06/26/2026
WaterBridge NDB LLC
Signature:/s/ Scott L. McNeely
Name/Title:Scott L. McNeely, Executive Vice President, Chief Financial Officer
Date:06/26/2026
Desert Environmental Holdings LLC
Signature:/s/ Scott L. McNeely
Name/Title:Scott L. McNeely, Executive Vice President, Chief Financial Officer
Date:06/26/2026
Five Point Energy GP I LP
Signature:By: Five Point Energy GP I LLC, its sole GP, By: /s/ David Capobianco
Name/Title:David Capobianco, sole member
Date:06/26/2026
Five Point Energy GP I LLC
Signature:/s/ David Capobianco
Name/Title:David Capobianco, sole member
Date:06/26/2026
Five Point Energy GP II LP
Signature:By: Five Point Energy GP II LLC, its sole GP, By: /s/ David Capobianco
Name/Title:David Capobianco, sole member
Date:06/26/2026
Five Point Energy GP II LLC
Signature:/s/ David Capobianco
Name/Title:David Capobianco, sole member
Date:06/26/2026
Five Point Energy GP III LP
Signature:By: Five Point Energy GP III LLC, its sole GP, By: /s/ David Capobianco
Name/Title:David Capobianco, sole member
Date:06/26/2026
Five Point Energy GP III LLC
Signature:/s/ David Capobianco
Name/Title:David Capobianco, sole member
Date:06/26/2026
David Capobianco
Signature:/s/ David Capobianco
Name/Title:David Capobianco
Date:06/26/2026
Exhibit Information

Exhibit 1: Joint Filing Agreement (incorporated by reference to Exhibit 1 of the Schedule 13G filed by the Reporting Persons on November 14, 2025).