Large owner Waterbridge Resources Llc disposed of 4,464,012 units of Class B shares, converted options into 4,464,012 units of Class A shares and sold $177,139,521 worth of Class A shares (5,894,826 units at $30.05) (SEC Form 4)
$WBI
Oilfield Services/Equipment
Energy
| FORM 4 | UNITED 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 |
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| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
WaterBridge Infrastructure LLC [ WBI ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/22/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B shares | 06/22/2026 | J(1)(2) | 4,464,012 | D | $0.00 | 51,762,663 | I | See Footnotes(4)(5)(6)(7) | ||
| Class A shares | 06/22/2026 | C(1)(2) | 4,464,012 | A | $0.00 | 7,875,747 | I | See Footnotes(4)(5)(6)(7) | ||
| Class A shares | 06/22/2026 | S(2)(3) | 5,894,826 | D | $30.05 | 1,980,921 | I | See Footnotes(4)(5)(6)(7) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| WBI Operating LLC Units | (1) | 06/22/2026 | C(1)(2) | 4,464,012 | (1) | (1) | Class A shares | 4,464,012 | $0.00(1) | 51,762,663 | I | See Footnotes(4)(5)(6)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the Amended and Restated Limited Liability Company Agreement of WBI Operating LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in WaterBridge Infrastructure LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. |
| 2. In connection with a sale pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on June 22, 2026, NDB Holdings LLC ("NDB Holdings") redeemed 3,920,948 OpCo Units and Desert Environmental Holdings LLC ("Desert Holdings") redeemed 543,064 OpCo Units (in each case, together with the cancellation of an equal number of Class B Shares) for an aggregate of 4,464,012 Class A Shares. |
| 3. In connection with a sale pursuant to Rule 144 on June 22, 2026, NDB Holdings sold 3,920,948 Class A Shares, Desert Holdings sold 543,064 Class A Shares and WBR Holdings LLC ("WBR Holdings") sold 1,430,814 Class A Shares. |
| 4. Following the transaction reported herein, includes (i) 1,980,921 Class A Shares, 11,063,925 OpCo Units and a corresponding number of Class B Shares held of record by WBR Holdings, (ii) 35,747,578 OpCo Units and a corresponding number of Class B Shares held of record by NDB Holdings and (iii) 4,951,160 OpCo Units and a corresponding number of Class B Shares held of record by Desert Holdings. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 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 L. McNeely, Executive Vice President, Chief Financial Officer | 06/22/2026 | |
| WaterBridge NDB LLC, /s/ Scott L. McNeely, Executive Vice President, Chief Financial Officer | 06/22/2026 | |
| ** Signature of Reporting Person | Date | |
| 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) | ||