WaterBridge Infrastructure LLC received a Schedule 13G from affiliates of Devon Energy Corporation reporting beneficial ownership tied to 17,757,225 shares, representing 29.1% of the Class A share class under Rule 13d-3 as of the stated calculation basis. The filing lists Devon WB Holdco L.L.C. as the direct holder, with ownership attributed up the chain to WPX Energy Permian, LLC, WPX Energy, Inc., and Devon Energy Corporation.
Devon WB Holdco holds 17,757,225 Class B shares (voting only) and an equal number of OpCo Units, each redeemable one-for-one into Class A shares or for cash under the OpCo agreement. The percentage uses 43,264,850 Class A shares outstanding as of November 12, 2025, plus the redeemable amount; on a fully diluted basis assuming redemption of all 80,190,150 OpCo Units, the reported beneficial ownership is 14.4%.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed: 29.1% under Rule 13d-3.
The report shows a significant beneficial stake in WaterBridge Infrastructure LLC by entities affiliated with Devon Energy. Devon WB Holdco directly holds 17,757,225 Class B shares (voting) and the same number of OpCo Units, which can be redeemed one-for-one into Class A shares or for cash pursuant to the OpCo LLCA.
The 29.1% figure is calculated using 43,264,850 Class A shares outstanding as of November 12, 2025 plus the redeemable units. On a fully diluted view assuming all 80,190,150 OpCo Units convert, the ownership is 14.4%. This is a disclosure event rather than a transaction; any future impact would depend on holder actions and redemption elections permitted by the governing agreements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WaterBridge Infrastructure LLC
(Name of Issuer)
Class A shares representing limited liability company interests
(Title of Class of Securities)
940923105
(CUSIP Number)
09/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
17,757,225.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,757,225.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,757,225.00
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)
29.1 %
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 80,190,150 outstanding limited liability company interests in WBI Operating LLC ("OpCo Units") into Class A Shares, the Reporting Person's beneficial ownership percentage is 14.4%.
SCHEDULE 13G
CUSIP No.
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
17,757,225.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,757,225.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,757,225.00
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)
29.1 %
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 80,190,150 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 14.4%.
SCHEDULE 13G
CUSIP No.
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
17,757,225.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,757,225.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,757,225.00
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)
29.1 %
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 80,190,150 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 14.4%.
SCHEDULE 13G
CUSIP No.
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
17,757,225.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,757,225.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,757,225.00
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)
29.1 %
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 80,190,150 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 14.4%.
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 333 West Sheridan Avenue, Oklahoma City, Oklahoma 73012-5015.
(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 17,757,225 Class B shares of the Issuer representing limited liability company interests ("Class B Shares") and 17,757,225 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 43,264,850 Class A Shares outstanding as of November 12, 2025, as reported by the Issuer in the Quarterly Report on Form 10-Q filed on November 12, 2025, plus 17,757,225 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 80,190,150 outstanding OpCo Units into Class A Shares, the Reporting Persons' respective beneficial ownership percentage is 14.4%.
(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.
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/ Jeffrey L. Ritenour
Name/Title:
Jeffrey L. Ritenour, Executive Vice President
Date:
11/13/2025
WPX Energy Permian, LLC
Signature:
/s/ Jeffrey L. Ritenour
Name/Title:
Jeffrey L. Ritenour, Executive Vice President
Date:
11/13/2025
WPX Energy, Inc.
Signature:
/s/ Jeffrey L. Ritenour
Name/Title:
Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer
Date:
11/13/2025
Devon Energy Corporation
Signature:
/s/ Jeffrey L. Ritenour
Name/Title:
Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
