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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42850

WaterBridge Infrastructure LLC

(Exact name of registrant as specified in its charter)


Delaware	33-4546086
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5555 San Felipe Street, Suite 1200 Houston, Texas (Address of principal executive offices)	77056 (Zip Code)

Registrant’s telephone number, including area code: (713) 230‑8864

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A shares representing limited liability company interests	WBI	New York Stock Exchange
		NYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non‑accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2026, the registrant had 47,016,059 Class A shares and 76,440,150 Class B shares representing limited liability company interests (“Class B shares”) outstanding.

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION
Glossary		2
Cautionary Statement Regarding Forward-Looking Statements		3
Item 1.	Financial Statements (Unaudited)	5
WaterBridge Infrastructure LLC
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Shareholders’ and Member’s Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to the Condensed Consolidated Financial Statements	9
WaterBridge Equity Finance LLC
	Condensed Consolidated Statement of Operations	22
	Condensed Consolidated Statement of Changes in Mezzanine Equity and Members’ Equity	23
	Condensed Consolidated Statement of Cash Flows	24
	Notes to the Condensed Consolidated Financial Statements	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
	PART II ‑ OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signatures	46

Glossary

The following are abbreviations and definitions of certain terms used in this document, many of which are commonly used in the industry:

Bpd or Bbl/d. Barrels per calendar day.

Brackish water. Water with salinity levels between seawater and freshwater.

Completion. The process of preparing a well for the production of oil and gas by injecting high-pressure fluids mixed with proppants to create fractures in reservoir rock to enhance permeability.

Crude oil. A mixture of hydrocarbons that exists in liquid phase in natural underground reservoirs and remains liquid at atmospheric pressure after passing through surface separating facilities.

Delaware Basin. A geological depositional and structural basin in West Texas and southeastern New Mexico, which is a part of the Permian Basin.

Desert Environmental. Desert Environmental LLC, a Delaware limited liability company and subsidiary of the Company.

E&P. Oil and natural gas exploration and production.

E&P companies. Oil and natural gas exploration and production companies, including producers and/or operators.

Five Point. Five Point Infrastructure LLC, a Delaware limited liability company and our legacy financial sponsor.

GAAP. Accounting principles generally accepted in the United States of America.

Incentive Units. Management incentive units consisting of time-based awards of profits interests.

LandBridge. LandBridge Company LLC, a Delaware limited liability company (NYSE: LB; NYSE TX: LB), and its subsidiaries.

MBbls. One thousand barrels.

MBbl/d. One thousand barrels per day.

MVC. Minimum volume commitment.

NDB Incentive Units. Management incentive units consisting of time‑based awards of profits interests in NDB LLC.

NDB LLC. WaterBridge NDB LLC, a Delaware limited liability company and portfolio company of funds affiliated with Five Point.

OpCo. WBI Operating LLC, a Delaware limited liability company.

Operator. The individual or company responsible for the development and/or production of an oil or natural gas well.

Permian Basin. A large sedimentary basin located in West Texas and southeastern New Mexico.

Produced water. Water produced from an oil and natural gas well alongside crude oil and natural gas.

Produced water handling facilities. Facilities utilized for the treatment, handling and disposal of produced water.

Skim oil. Oil recovered as a byproduct of the produced water from a well during produced water handling operations.

WaterBridge. WaterBridge Infrastructure LLC, a Delaware limited liability company (NYSE: WBI; NYSE TX: WBI), and its subsidiaries.

WTI. West Texas Intermediate, a grade of crude oil commonly used in reference to pricing for crude oil.

Cautionary NOTE Regarding Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. All statements, other than statements of historical fact, included in this Quarterly Report, regarding our strategy, future operations, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, words such as “assume,” “could,” “would,” “should,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan,” “budget” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events at the time such statements were made. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section entitled “Risk Factors” included elsewhere in this Quarterly Report and each of the other factors set forth in “Part I — Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), and in other reports filed with the United States Securities and Exchange Commission (the “SEC”). By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this Quarterly Report are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations, cash flows and financial position and could cause actual results to differ materially from those in such forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:

•

our customers’ demand for and use of our services;

•

the domestic and foreign supply of, and demand for, energy sources, including the impact of political instability or armed conflict in oil and natural gas producing regions, including increased hostilities in the Middle East, including Iran, and other sustained military campaigns, the Russia-Ukraine war, as well as the conditions in South America, Central America, China and Russia and acts of terrorism or sabotage, actions relating to oil price and production controls by the members of the Organization of Petroleum Exporting Countries (“OPEC”), Russia and other allied producing countries, such as announcements of potential changes to oil production levels;

•

our reliance on a limited number of customers, as well as our operations in the Delaware Basin, for a substantial majority of our revenues;

•

our ability to enter into favorable contracts with our customers, including the prices we are able to charge and the margins we are able to realize;

•

commodity price volatility and trends related to changes in commodity prices, and our customers’ ability to successfully navigate such volatility;

•

the availability of additional pore space for future capacity expansion;

•

the level of competition from other water management companies;

•

changes in the prices charged to our customers and availability of services necessary for our customers to conduct their businesses, as a result of scarcity, government regulations or other factors;

•

our and our customers’ ability to obtain necessary supplies, raw materials and other critical components on a timely basis, or at all, including any impacts presented by imposed or potential tariffs, shortages, price increases and any reactions thereto in international trade;

•

any planned or future expansion projects by us or our customers;

•

our ability to pay dividends;

•

the development of advances or changes in energy technologies or practices;

•

our ability to successfully implement our growth plans, including through organic growth projects, future acquisitions or otherwise;

•

the potential deterioration of our customers’ financial condition and their ability to access capital to fund their development programs;

•

the degree to which consolidation among our customers may affect spending on U.S. drilling and completions in the near term;

•

our and our customers’ ability to obtain government approvals or acquire or maintain necessary permits, including those related to the development and operation of produced water handling facilities;

•

operational disruptions and liability related thereto associated with our customers, including those due to environmental hazards, fires, explosions, chemical mishandling or other industrial accidents;

•

our and our customers’ liquidity and ability to access the capital markets on favorable terms, or at all, which depends on general market conditions, including the impact of inflation, tariffs and international trade, interest rates and related governmental policies;

•

our level of indebtedness and our ability to service our indebtedness;

•

our ability to integrate future acquisitions and manage related growth;

•

our ability to recruit and retain key management and other personnel and the allocation of resources between LandBridge and WaterBridge;

•

actions taken by the federal or state governments, such as executive orders or new or expanded regulations, that may impact future energy production in the U.S.;

•

changes in laws and regulations (or the interpretation thereof), such as the One Big Beautiful Bill Act (the “OBBBA”), including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, data privacy, taxation or emissions, leasing, permitting or drilling and various other environmental matters, in particular, those intended to address seismic activity or overpressurization;

•

changes in effective tax rates, or adverse outcomes resulting from other tax increases or an examination of our income or other tax returns and tax inefficiencies;

•

the severity and duration of world health events, natural disasters or inclement or hazardous weather conditions, including cold weather, hurricanes, fires, droughts, earthquakes, flooding and tornadoes; and

•

evolving cybersecurity risks, such as those involving unauthorized access, third-party provider defects and service failures, denial-of-service attacks, malicious software, data privacy breaches by employees or other service providers, insiders or others with authorized access, cyber or phishing attacks, ransomware, social engineering, physical breaches or other actions.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the operation of business in our industry. We disclose important factors that could cause our actual results to differ materially from our expectations under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A shares are described under “Risk Factors,” included in our 2025 Form 10-K and under “Part II — Item 1A. Risk Factors” within this Quarterly Report. This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

Item 1. Financial Statements (Unaudited)

WaterBridge Infrastructure LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	March 31, 2026			December 31, 2025
Current assets:
Cash and cash equivalents	$	50,668		$	51,543
Accounts receivable, net		156,835			161,645
Other receivables		1,424			2,634
Related party accounts receivable		38,071			30,469
Prepaid expenses and other current assets		12,213			14,834
Total current assets		259,211			261,125

Non-current assets:
Property, plant and equipment, net		2,353,434			2,285,536
Intangible assets, net		912,228			935,708
Goodwill		53,127			53,127
Deferred tax assets		142,485			131,805
Other assets		31,986			32,719
Total non-current assets		3,493,260			3,438,895
Total assets	$	3,752,471		$	3,700,020

Liabilities and equity
Current liabilities:
Accounts payable	$	55,660		$	38,732
Related party accounts payable		5,335			5,851
Accrued liabilities		124,992			130,126
Current portion of long-term debt		9,107			12,546
Other current liabilities		4,397			1,685
Total current liabilities		199,491			188,940

Non-current liabilities:
Long-term debt, net of debt issuance costs		1,457,378			1,431,837
Tax receivable agreement liability		217,118			201,375
Other long-term liabilities		30,569			30,259
Total non-current liabilities		1,705,065			1,663,471
Total liabilities		1,904,556			1,852,411

Commitments and contingencies

Class A shares, unlimited shares authorized and 47,016,059 shares issued and outstanding as of March 31, 2026. Unlimited shares authorized and 43,264,850 shares issued and outstanding as of December 31, 2025.		659,853			606,843
Class B shares, unlimited shares authorized and 76,440,150 shares issued and outstanding as of March 31, 2026. Unlimited shares authorized and 80,190,150 shares issued and outstanding as of December 31, 2025.		-			-
Retained earnings		(3,202	)		(4,537	)
Total shareholders’ equity attributable to WaterBridge Infrastructure LLC		656,651			602,306
Noncontrolling interest		1,191,264			1,245,303
Total shareholders’ equity		1,847,915			1,847,609
Total liabilities and equity	$	3,752,471		$	3,700,020

See accompanying notes to the unaudited condensed consolidated financial statements

WaterBridge Infrastructure LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended March 31,
	2026			2025
Revenues:
Produced water handling	$	153,197		$	58,204
Produced water handling - related party		28,740			26,859
Water solutions		8,490			9,990
Water solutions - related party		524			1,668
Other revenues		8,675			1,189
Other revenues - related party		1,351			-
Total revenues		200,977			97,910

Direct operating costs		70,040			31,521
Direct operating costs - related party		13,798			10,428
Depreciation, depletion, amortization and accretion		68,947			21,038
Total cost of revenues		152,785			62,987

General and administrative expense		16,811			6,592
(Gain) loss on disposal of assets, net		(74	)		11,609
Other operating expense, net		999			1,007
Operating income		30,456			15,715

Interest expense, net		19,992			14,057
Other income, net		(112	)		(132	)
Income from operations before taxes		10,576			1,790
Income tax expense		1,055			79
Net income	$	9,521		$	1,711
Net income attributable to noncontrolling interest		6,006
Net income attributable to WaterBridge Infrastructure LLC	$	3,515

Net income per share of Class A shares
Basic	$	0.08
Diluted	$	0.08
Weighted average shares outstanding of Class A shares
Basic		43,889,957
Diluted		123,455,107

See accompanying notes to the unaudited condensed consolidated financial statements

WaterBridge Infrastructure LLC and Subsidiaries

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(unaudited)


	Class A					Class B					Retained Earnings			Non-controlling Interest			Total Shareholders’ Equity
	Shares		Amount			Shares			Amount		Amount			Amount			Amount
Balance at December 31, 2025		43,264,850	$	606,843			80,190,150		$	-	$	(4,537	)	$	1,245,303		$	1,847,609
Net income		-		-			-			-		3,515			6,006			9,521
Deemed non-cash contributions		-		-			-			-		-			825			825
RSU share-based compensation expense		-		635			-			-		-			1,124			1,759
Class A Shares issued on vesting of restricted stock units, net of shares withheld for tax		1,209		(11	)		-			-		-			-			(11	)
Redemption of Class B shares to Class A shares		3,750,000		-			(3,750,000	)		-		-			-			-
Dividends and distributions		-		-			-			-		(2,163	)		(4,010	)		(6,173	)
RSU dividend equivalent		-		-			-			-		(17	)		(27	)		(44	)
Changes in ownership interest adjustment		-		57,957			-			-		-			(57,957	)		-
Tax impact of ownership interest adjustment		-		(5,597	)		-			-		-			-			(5,597	)
Offering costs		-		26			-			-		-			-			26
Balance at March 31, 2026		47,016,059	$	659,853			76,440,150		$	-	$	(3,202	)	$	1,191,264		$	1,847,915


	Total Member’s Equity
Balance at December 31, 2024	$	663,049
Deemed non-cash contributions prior to reorganization		324
Net income prior to reorganization		1,711
Balance at March 31, 2025	$	665,084

See accompanying notes to the unaudited condensed consolidated financial statements

WaterBridge Infrastructure LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	For the Three Months Ended March 31,
	2026			2025
Cash flows from operating activities
Net income	$	9,521		$	1,711
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		68,947			21,038
Amortization of debt issuance costs		1,025			1,067
Share-based compensation		2,584			324
Contractual customer relationships amortization		458			458
(Gain) loss on disposal of assets, net		(74	)		11,609
Deferred income tax expense		892			-
Other		343			21
Changes in operating assets and liabilities:
Accounts receivable		5,005			(19,259	)
Related party accounts receivable		(7,602	)		21,818
Prepaid expenses and other assets		2,422			2,048
Accounts payable		2,409			3,855
Taxes payable		163			79
Related party accounts payable		(46	)		613
Contract liabilities		(148	)		(92	)
Accrued and other liabilities		9,204			(2,078	)
Net cash provided by operating activities		95,103			43,212

Cash flows from investing activities
Acquisitions, net of cash acquired		-			(5	)
Capital expenditures		(110,940	)		(45,503	)
Proceeds from disposal of assets		1,243			19,442
Net cash used in investing activities		(109,697	)		(26,066	)

Cash flows from financing activities
Proceeds from debt		25,000			-
Dividends, dividend equivalents and distributions paid		(6,217	)		-
Repayments of debt		(4,230	)		(2,192	)
Offering costs		(540	)		(98	)
Repayments of finance leases		(283	)		(328	)
Taxes paid related to net share settlement of RSUs		(11	)		-
Debt issuance costs		-			(209	)
Net cash provided by (used in) financing activities		13,719			(2,827	)
Net (decrease) increase in cash and cash equivalents		(875	)		14,319
Cash and cash equivalents - beginning of period		51,543			13,284
Cash and cash equivalents - end of period	$	50,668		$	27,603

See accompanying notes to the unaudited condensed consolidated financial statements

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Organization and Nature of Operations

WaterBridge Infrastructure LLC (the “Company,” “WaterBridge,” “we,” “our” and “us”) is headquartered in Houston, Texas and was formed on April 11, 2025 as a Delaware limited liability company to serve as the issuer in our initial public offering (the “IPO” and, collectively with our related corporate reorganization and transactions in connection therewith, the “WaterBridge Combination”). We are governed by our First Amended and Restated Limited Liability Company Agreement, dated as of September 18, 2025 (the “LLC Agreement”), which was entered into in connection with the IPO.

We are a holding company whose principal asset consists of membership interests (“OpCo Units”) in WBI Operating LLC (“OpCo”). Under the OpCo LLC Agreement (as defined below), we have been designated as the managing member of OpCo and its subsidiaries, and, as the managing member, we operate and control all of the business and affairs of OpCo and its subsidiaries, and through OpCo and its subsidiaries, conduct our business. The Company did not have any business transactions or activities from its inception until the acquisition of the OpCo Units, other than related to its formation and its initial capitalization. The Company has no other operations, cash flows or material assets or liabilities other than our investment in OpCo, obligations related to our tax receivable agreement (the “TRA”) and certain deferred tax assets and liabilities. Refer to Note 5 — Income Taxes and Tax Receivable Agreement for additional information.

We generate revenue primarily by charging produced water handling fees for transporting produced water for disposal to our produced water handling facilities and, to a lesser extent, by providing raw or recycled produced water to customers for reuse in drilling and completion operations and oilfield waste reclamation and disposal operations. By focusing on produced water handling, our revenues are tied primarily to the long-life production of oil and natural gas wells rather than drilling activity, which can be more cyclical in nature. Our assets primarily consist of produced water handling and recycling facilities, water pipeline systems, brackish water wells and ponds, and related facilities within the Delaware Basin in West Texas and New Mexico, the Eagle Ford Basin in South Texas and the Arkoma Basin in Oklahoma. We also operate two waste management facilities for the disposal of non-hazardous waste resulting from oil and gas exploration and production activity in the Delaware Basin and provide gas transportation services in the Arkoma Basin.

One of our predecessors for U.S. Securities and Exchange Commission (the “SEC”) reporting purposes is WaterBridge NDB Operating LLC (“NDB Operating”), an indirect, wholly-owned subsidiary of NDB Midstream LLC (“NDB Midstream”). NDB Midstream was the accounting acquirer in the WaterBridge Combination on September 17, 2025, as set forth in Note 1 — Organization and Nature of Operations, included in Part II, Item 8 of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the “2025 Form 10‑K”). Accordingly, the historical financial information of WaterBridge reflects the operations of NDB Operating and its subsidiaries for periods prior to the completion of the WaterBridge Combination on September 17, 2025.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in our 2025 Form 10-K. When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

In these Financial Statements, periods prior to the closing of the WaterBridge Combination on September 17, 2025, reflect the financial statements of NDB Operating and its subsidiaries. Periods subsequent to the closing of the WaterBridge Combination on September 17, 2025, reflect the financial statements of the consolidated Company, including WaterBridge, OpCo and its subsidiaries.

Results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2026.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Consolidation

We have determined that the members with equity at risk in OpCo lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact OpCo’s economic performance; therefore, OpCo is considered a variable interest entity. As the managing member of OpCo, we operate and control all of the business and affairs of OpCo and also have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate OpCo for accounting purposes.

The Financial Statements include the accounts of the Company, OpCo and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

On occasion, we enter into joint operating agreements (“JOA”) pursuant to which third parties receive non-operating, undivided interests in one or more produced water handling facilities and related assets subject to the JOA. The undivided interest owners (i) receive their proportionate share of revenue and (ii) pay for their proportionate share of all costs and expenses incurred in drilling, equipping, installing and operating the JOA assets. The JOAs are not separate legal entities; rather, each undivided interest received by the parties to the JOA is an undivided ownership interest in the applicable assets. We record our undivided interests related to these JOAs and record revenues and expenses related to these disposal activities on a net basis as part of revenues and costs and expenses. JOA revenues and costs and expenses are subject to audit by all non-operating parties, or such other entity that the non-operator authorizes to conduct the audit, generally limited to the preceding two years following the end of a calendar year.

Segment Information

The Company operates in a single operating and reportable segment. All of our assets are located in the United States. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, defines characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance. The Company is managed as a whole rather than through discrete operating segments. Our executive team is organized by function, rather than legal entity, with no business component manager reporting directly to the CODM. Allocation of resources is made on a project basis across the Company without regard to geographic area, and considers among other things, return on investment, current market conditions, including commodity prices and market supply, availability of services and human resources, and contractual commitments. The Company’s CODM is the Chief Executive Officer who allocates resources and assesses performance based upon financial information at the consolidated level. The financial measure regularly provided to the CODM that is most consistent with U.S. GAAP is net income (loss), as presented on our condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. Total expenditures for additions to long-lived assets is reported on our condensed consolidated statements of cash flows. The Company presents all of its significant segment expenses and other metrics which are regularly provided to the CODM and used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in our condensed consolidated statements of operations. The CODM does not receive additional expenses other than those presented within our condensed consolidated statements of operations.

Significant Accounting Policies

As of March 31, 2026, our significant accounting policies are consistent with those discussed in Note 2 — Summary of Significant Accounting Policies of our consolidated financial statements contained in the 2025 Form 10-K. There were no significant updates or revisions to our accounting policies during the three months ended March 31, 2026.

Recent Accounting Pronouncements Not Yet Adopted

In January 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025‑01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220‑40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024‑03 and does not change its underlying disclosure requirements. ASU 2024‑03 requires tabular disclosure of specified natural expenses within certain income‑statement expense captions, a qualitative description of amounts not separately disaggregated, and disclosure of our definition and total amount of selling expenses. We plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2026. The adoption of ASU 2024-03 is not expected to have any effect on the Company’s financial position, results of operations or cash flows as it modifies disclosure requirements only.

In December 2025, FASB issued ASU 2025‑12, Codification Improvements, which includes updates for a broad range of Accounting Topics arising from technical corrections, unintended application of the Codification, clarifications and other minor improvements. We

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2026. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.

Additional Financial Statement Information

Other Balance Sheet information is as follows:


	March 31, 2026		December 31, 2025
Prepaids and other current assets
Prepaid insurance	$	6,729	$	10,271
Prepaid expenses		2,651		1,884
Debt issuance costs		1,137		1,137
Other		1,696		1,542
Total prepaids and other current assets	$	12,213	$	14,834

Other assets
Contractual customer relationships	$	17,571	$	18,029
Operating lease right-of-use assets		6,346		6,537
Debt issuance costs		3,969		4,253
Non-current prepaid expenses		2,880		2,703
Other		1,220		1,197
Total other assets	$	31,986	$	32,719

Accounts payable
Trade payable	$	42,668	$	26,304
Working interest and royalty payable		10,891		10,565
Other		2,101		1,863
Total accounts payable	$	55,660	$	38,732

Accrued liabilities
Accrued operating and capital expenses	$	64,765	$	77,066
Accrued interest		44,825		21,977
Accrued payroll		9,019		19,391
Accrued property taxes		1,896		6,000
Other		4,487		5,692
Total accrued liabilities	$	124,992	$	130,126

Other long-term liabilities
Asset retirement obligation liability	$	17,195	$	16,464
Operating lease liability		5,573		5,774
Contract liabilities		5,239		5,387
Finance lease liability		1,550		1,627
Other		1,012		1,007
Total other long-term liabilities	$	30,569	$	30,259

As of March 31, 2026 and December 31, 2025, we had allowance for doubtful accounts of $4.4 million and $4.6 million, respectively.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Other Statements of Operations information is as follows:


	Three Months Ended March 31,
	2026		2025
Produced water handling revenues	$	164,905	$	77,371
Skim oil revenues		17,032		7,692
Total produced water handling revenues	$	181,937	$	85,063

Supplemental cash flow information is as follows:


	Three Months Ended March 31,
	2026			2025
Supplemental cash flow information:
Cash paid for interest	$	1,253		$	8,447
Cash refunded for income taxes, net	$	(18	)	$	-

Non-cash investing and financing activities:
Capital expenditures in accounts payable and accrued liabilities	$	67,673		$	58,675
Asset financing	$	623		$	-
Asset retirement obligation additions	$	403		$	184
Right-of-use assets obtained in exchange for finance lease liabilities	$	347		$	112

Property, Plant and Equipment

As of March 31, 2026 and December 31, 2025, our property, plant and equipment, net of accumulated depreciation, depletion and amortization consisted of the following:


	March 31, 2026			December 31, 2025
Wells, pipelines, facilities, ponds and related equipment	$	2,187,510		$	2,142,478
Brackish water wells, facilities, ponds and related equipment		39,075			39,002
Crude and gas pipelines, related equipment and other		35,175			35,175
Buildings, vehicles, equipment, furniture and other		120,065			118,347
Waste facilities and related equipment		29,204			29,213
Land		16,985			16,985
Construction in progress		212,561			146,589
Total property, plant and equipment		2,640,575			2,527,789
Less: Accumulated depreciation, depletion and amortization		(287,141	)		(242,253	)
Total property, plant and equipment, net	$	2,353,434		$	2,285,536

Depreciation, depletion and amortization expense attributable to property, plant and equipment are as follows for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Depreciation expense	$	43,592	$	18,458
Amortization expense		1,033		531
Depletion expense		344		-
Total depreciation, depletion and amortization expense	$	44,969	$	18,989

Income Taxes and Tax Receivable Agreement

In calculating the provision for income taxes on an interim basis, we use an estimate of the annual effective tax rate based upon currently known facts and circumstances and apply that rate to our year-to-date earnings or losses. Our effective tax rate is based on expected

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to us in the various jurisdictions in which we operate. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The calculation of our effective tax rate was as follows for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025
Income before income taxes	$	10,576		$	1,790
Income tax expense	$	1,055		$	79
Effective tax rate		9.98	%		4.41	%

The effective tax rate for the three months ended March 31, 2026 differs from the statutory rate of 21.0% primarily due to the income attributable to noncontrolling interest. For the three months ended March 31, 2025, OpCo was subject only to entity level state income tax in the state of Texas.

OpCo and the majority of its subsidiaries are limited liability companies treated as partnerships or disregarded entities for U.S. federal income tax purposes and, therefore, have not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income (loss) in our historical financial statements for periods prior to the IPO and WaterBridge Combination does not reflect the tax expense (benefit) we would have incurred if we were subject to U.S. federal income tax at an entity level during those periods. OpCo continues to be treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax. Instead, taxable income is allocated to OpCo’s members, including the Company, and any taxable income of OpCo is reported in the respective tax returns of its members. We did not engage in any material business activities or have any material assets prior to the closing of the WaterBridge Combination.

Tax Receivable Agreement

In connection with the WaterBridge Combination and the IPO, we entered into the TRA with OpCo and the TRA Holders. The TRA generally provides for the payment by us to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that we actually realize, or in some cases are deemed to realize, (a) with respect to taxable periods ending after the IPO or (b) if the TRA terminates early (at our election or as a result of our breach) with respect to any taxable periods ending on or after such early termination event, in each case, as a result of (i) the tax basis increases resulting from the exchange of OpCo Units and the corresponding surrender of an equivalent number of shares of Class B shares by the TRA Holders for a number of Class A shares on a one-for-one basis or, at our option, the receipt of an equivalent amount of cash pursuant to the OpCo LLC Agreement; (ii) the tax deductions allocable to the Company as a result of the existing tax basis of assets of OpCo prior to the IPO; (iii) the tax deductions allocable to the Company as a result of existing tax basis of assets of OpCo purchased after the IPO and prior to an exchange of OpCo Units; (iv) NOLs and interest expense carryforwards of WB 892 LLC (“WB 892”); and (v) deductions arising from imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the TRA. We will retain the benefit of the remaining cash savings, if any.

As a result of entering into the TRA, the Company recorded a TRA liability in the condensed consolidated balance sheets, primarily attributable to existing tax basis of OpCo prior to the IPO as well as NOL carryforwards of WB 892. The TRA liability is recorded against Class A shares in the condensed consolidated statements of shareholders’ and member’s equity. Future adjustments to the obligation under the TRA, which might result from, among other things, changes in expectations about the extent to which tax benefits subject to the TRA will be realized and tax rate changes, would be recognized in earnings. This arrangement does not represent a tax based on income, but rather a contractual relationship between an entity and its shareholders and is accounted for under ASC 450 — Contingencies. The effects of these adjustments are not an element of income tax expense as they do not relate to costs incurred in connection with compliance with income tax law. As of March 31, 2026 and December 31, 2025, we had TRA liability balance of $218.5 million and $201.4 million, respectively. The current portion of the TRA liability is presented within other current liabilities on the condensed consolidated balance sheets.

During March 2026, Elda River Infrastructure WB LLC redeemed 3,750,000 OpCo Units for Class A shares on a one-for-one basis. Concurrently with the redemption of the OpCo Units, an equal number of Class B shares were canceled. The Company recognizes a liability for the estimated amounts payable under the TRA when it is probable that taxable income will be sufficient to realize the related

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

tax benefits and the amounts can be reasonably estimated. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. Changes in tax laws or rates could also materially impact the estimated liability. As of March 31, 2026, the Company recorded an additional TRA liability of $17.2 million related to this redemption, all of which has been classified as a non-current liability in the condensed consolidated balance sheets.

Debt

As of March 31, 2026 and December 31, 2025, our debt consisted of the following:


	March 31, 2026			December 31, 2025
6.25% Senior Notes due 2030	$	825,000		$	825,000
6.50% Senior Notes due 2033		600,000			600,000
2025 Revolving Credit Facility		50,000			25,000
Insurance financing notes		5,454			8,657
Asset financing notes		5,835			6,272
Total debt		1,486,289			1,464,929
Current portion of long-term debt		(9,107	)		(12,546	)
Unamortized debt issuance costs		(19,804	)		(20,546	)
Total long-term debt	$	1,457,378		$	1,431,837

Notes

During October 2025, OpCo, as the issuer, issued $825.0 million aggregate principal amount of 6.25% fixed-rate senior unsecured notes due October 2030 (the “2030 Notes”) and $600.0 million aggregate principal amount of 6.50% fixed-rate senior unsecured notes due October 2033 (the “2033 Notes”, and together with the 2030 Notes, the “Notes”) in a private offering.

In connection with the offering of the Notes, OpCo and each of the Guarantors (as defined below) entered into indentures (the “Indentures”), with UMB Bank, N.A., as trustee, relating to the issuance of the 2030 Notes and the 2033 Notes. The Indentures contain customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with OpCo’s unrestricted affiliates, and limitations on asset sales.

The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by all of OpCo’s existing subsidiaries (collectively, the “Guarantors”).

At any time prior to October 15, 2027, OpCo may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2030 Notes (including any additional notes) issued under the 2030 Indenture at a redemption price equal to 106.25% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net cash proceeds of one or more equity offerings. At any time prior to October 15, 2029, OpCo may also redeem all or a part of the 2030 Notes of such series at a redemption price equal to 100% of the principal amount of the notes redeemed plus the applicable premium set forth in the 2030 Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. OpCo may also redeem all or a part of the 2030 Notes at the redemption prices set forth in the 2030 Indenture, plus accrued and unpaid interest, if any, on the notes redeemed, to, but excluding, the applicable redemption date.

At any time prior to October 15, 2028, OpCo may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2033 Notes (including any additional notes) issued under the 2033 Notes Indenture, at a redemption price of 106.50%, of the principal amount of the 2033 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net cash proceeds of one or more equity offerings. At any time prior to October 15, 2030, OpCo may also redeem all or a part of the 2033 Notes, at a redemption price equal to 100% of the principal amount of the 2033 Notes redeemed plus the applicable premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. OpCo may also redeem all or a part of the 2033 Notes, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, on the notes redeemed, to, but excluding, the applicable redemption date.

If a Change of Control (as defined in the Indentures) occurs with respect to any series of notes (along with a downgrade of the notes by two rating agencies), OpCo may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

The Notes and the Guarantees rank equally in right of payment with all of OpCo’s and the Guarantors’ existing and future senior indebtedness and senior to all of OpCo’s and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of OpCo’s and the Guarantors’ existing and future secured debt, including debt under the 2025 Revolving Credit Facility, to the extent of the value of the assets securing such debt, and will be structurally subordinated to all liabilities of any future subsidiaries of OpCo that do not guarantee the Notes.


	March 31, 2026				December 31, 2025
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Notes	$	1,425,000	$	1,424,813	$	1,425,000	$	1,426,688

(1)

The fair value was determined based on observable market prices of identical instruments in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy.

2025 Revolving Credit Facility

During October 2025, OpCo entered into a revolving credit agreement (the “2025 Revolving Credit Facility”) which provides for lender commitments of $500.0 million and matures on the earlier of (i) September 26, 2030, and (ii) the date that is ninety-one (91) days prior to the stated maturity of the Notes if, on such date, the outstanding principal amount of the Notes exceeds $50.0 million (the “Maturity Date”). Borrowings under the 2025 Revolving Credit Facility are secured by a first-priority lien on substantially all assets of OpCo and its subsidiaries, and are also guaranteed by each of its subsidiaries.

As of March 31, 2026, the Company had $50.0 million outstanding borrowings under the 2025 Revolving Credit Facility. The weighted average interest rate on the total amount of borrowings under the 2025 Revolving Credit Facility as of March 31, 2026 was 6.19%. The carrying value of the borrowings outstanding under the 2025 Revolving Credit Facility approximates fair value because the interest rates applicable to such amounts are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

The applicable margin on the interest rate, the commitment fees and the letter of credit fees are determined based on the Company’s leverage ratio. The applicable margin ranges are:


Term SOFR applicable margin		2.00% - 3.00%
Base Rate applicable margin		1.00% - 2.00%
Commitment fees		0.375% - 0.500%
Letter of credit fees		2.00% - 3.00%

The 2025 Revolving Credit Facility contains certain affirmative and negative covenants customary for similar credit facilities. The 2025 Revolving Credit Facility contains certain financial covenants that require OpCo to maintain as of the last day of each Test Period (as defined in the 2025 Revolving Credit Facility) (a) a consolidated interest coverage ratio of no less than 2.50:1.00; (b) a consolidated net leverage ratio of not more than 5.00:1.00 (subject to a two full quarter step-up period of 5.25:1.00 upon the consummation of a material acquisition); and (c) a consolidated net senior secured leverage ratio of not more than 3.50:1.00. The 2025 Revolving Credit Facility also contains customary events of defaults. The occurrence and continuation of an event of default would permit the Lenders to terminate their commitments to advance loans under the 2025 Revolving Credit Facility, to require immediate repayment of any outstanding loans, including interest accrued, and all other obligations and amounts owed under the 2025 Revolving Credit Facility and to require the outstanding letters of credit to be cash collateralized pursuant to and in accordance with the terms of the 2025 Revolving Credit Facility. As of March 31, 2026, the Company was in compliance with these covenants.

Principal amounts borrowed under the 2025 Revolving Credit Facility may be prepaid from time to time and commitments thereunder may be terminated without premium or penalty. Any principal amounts outstanding on the Maturity Date will become due and payable on such date.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Interest Capitalization

The Company capitalizes interest costs mainly during the construction period of its assets. Upon placing the underlying asset in service, these costs are depreciated over the estimated useful life of the corresponding assets for which interest costs were incurred. During the three months ended March 31, 2026, the Company recorded $4.9 million in capitalized interest.

Asset Financing Notes

At the time of the WaterBridge Combination, the Company assumed various secured promissory notes entered into under a Master Equipment Finance Loan and Security Agreement (the “Master Agreement”) by WaterBridge Equity Finance LLC (“WBEF”) in 2023, in each case to finance the purchase of vehicles. The Master Agreement is an uncommitted credit facility whereby the lender may, but is not obligated to, provide loans to the Company for the purpose of purchasing vehicles. Loans borrowed pursuant to the Master Agreement and each promissory note are (a) secured by a first-priority lien on the vehicle(s) financed by such Master Agreement or promissory note, as applicable, and (b) repaid in 36 equal monthly installments.

Insurance Notes

At the time of the WaterBridge Combination, the Company assumed promissory notes from WBEF entered into during 2025 for the payment of insurance premiums with an aggregate principal amount of $11.8 million and an interest rate of 6.49% annually. The notes are payable in eleven monthly installments and will mature on August 1, 2026.

Shareholders’ and Member’s Equity

Shareholders’ Equity

Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the LLC Agreement. Class B shares are not entitled to participate in any dividends our Board may declare.

Dividends and Distributions


(in thousands, except for per share amounts) Cash Dividends	Date of Record	Dividends Paid to Class A Shareholders		Distributions Paid to OpCo Unitholders(1)		Rate Per Share
2026:
First Quarter	March 5, 2026	$	2,163	$	4,010	$	0.05
Total		$	2,163	$	4,010

(1)

Excludes the Company.

On May 5, 2026, our board of directors declared a dividend on our Class A shares of $0.05 per share, payable on June 18, 2026, to shareholders of record as of June 4, 2026, and a corresponding required cash distribution to OpCo unitholders (other than the Company).

Redemptions

During March 2026, Elda River Infrastructure WB LLC redeemed 3,750,000 OpCo Units (together with the cancellation of a corresponding number of Class B shares), for an equivalent amount of Class A shares.

Member’s Equity

Prior to the WaterBridge Combination, NDB Intermediate Holdings LLC (the “Sole Member”) was the sole member of NDB Operating and held 100% of the limited liability company interests in NDB Operating. NDB Operating’s limited liability interests were generally consistent with ordinary equity interests. Distributions (including liquidating distributions) were to be made to the Sole Member at a time to be determined by the board of managers of NDB Operating. There were no restrictions on distributions. The Sole Member’s equity account was adjusted for distributions paid to, and additional capital contributions that were made by the Sole Member. All revenues, costs and expenses of NDB Operating were allocated to the Sole Member in accordance with the Amended & Restated Second Limited Liability Company Agreement of NDB Operating, dated June 10, 2020.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Share-Based Compensation

A summary of the Company’s aggregate share-based compensation expense (income) is shown below. Share-based compensation expense related to NDB Incentive Units (as defined below) issued by WaterBridge NDB LLC (“NDB LLC”) and allocated to the Company is recognized as a deemed non-cash contribution to shareholders’ or member’s equity on the consolidated balance sheets. Substantially all share-based compensation expense is included in general and administrative expense on the condensed consolidated statements of operations.


	Three Months Ended March 31,
	2026		2025
Incentive units	$	825	$	324
Restricted share units		1,759		-
Total share-based compensation expense	$	2,584	$	324

NDB Incentive Units

Our management and certain employees participate in an equity-based incentive unit plan consisting of time-based awards of profits interests (the “NDB Incentive Units”) in NDB LLC. A summary of the NDB Incentive Unit activity during the three months ended March 31, 2026, is shown in the following table:


	Incentive Units			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2025		18,380		$	872
Granted		-			-
Forfeited		(105	)		775
Outstanding at March 31, 2026		18,275		$	873		1.1

As of March 31, 2026, remaining unrecognized compensation expense for the NDB Incentive Units was $4.0 million which the Company expects to recognize over a weighted average remaining period of approximately 1.7 years.

Restricted Share Units

Under the WaterBridge Infrastructure LLC Long Term Incentive Plan, participants were granted restricted share units (“RSUs”) which are subject to graded vesting generally ranging from one to three years. The fair value of the awards is based on our Class A share price on the date of grant with compensation expense recognized on a straight-line basis over the applicable vesting period.

A summary of RSU activity during the three months ended March 31, 2026, is shown in the following table:


	RSUs			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2025		884,000		$	22.63
Granted		4,497			20.01
Forfeited		(3,334	)		22.60
Vested		(1,666	)		22.60
Nonvested at March 31, 2026		883,497		$	22.62

As of March 31, 2026, remaining unrecognized compensation expense for the RSUs was $16.3 million which the Company expects to recognize over a weighted average remaining period of approximately 2.5 years.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Earnings Per Share

Our unvested RSUs are deemed to be participating securities; therefore, we apply the two-class method for the calculation of basic earnings per share (“EPS”) for the Class A shares. Diluted EPS attributable to Class A shares is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.

Class B shares are considered potentially dilutive of Class A shares because Class B shares are convertible into Class A shares on a one-for-one basis; therefore, we apply the if-converted method for the calculation of diluted EPS for the Class A shares.

We determined that the presentation of EPS for the period prior to the IPO would not be meaningful due to the significant nature of change to our capital structure as part of the IPO. Therefore, EPS information has not been presented for periods prior to the IPO.

The following table sets forth the computation of basic and diluted EPS attributable to our Class A shares for the three months ended March 31, 2026, which represents the period subsequent to the IPO.


(in thousands, except for share and per share amounts)	Three Months Ended March 31, 2026
Numerator
Net income	$	9,521
Less: Net income attributable to noncontrolling interest		6,006
Net income attributable to WaterBridge Infrastructure LLC		3,515
Less: Earnings allocated to participating securities		69
Basic net income attributable to WaterBridge Infrastructure LLC	$	3,446
Plus: Net income attributable to noncontrolling interest		6,006
Plus: Undistributed earnings reallocation adjustment to participating securities		(27	)
Diluted net income attributable to shareholders	$	9,425

Denominator
Basic weighted average shares outstanding		43,889,957
Dilutive Class B shares outstanding		79,565,150
Diluted weighted average shares outstanding		123,455,107

Basic net income per share of Class A shares	$	0.08
Diluted net income per share of Class A shares	$	0.08

Class B shares outstanding as of March 31, 2026, were determined to be dilutive and have been included in the computation of diluted net income per share. In addition, weighted-average RSUs of 887,664 were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive for the three months ended March 31, 2026 and have been excluded from the computation of diluted net income per share.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

10.

Related Party Transactions


		Three Months Ended March 31,
	Financial Statements Location	2026		2025
Revenues - Related Party
Customer agreements	Produced water handling - related party	$	28,740	$	26,859
Customer agreements	Water solutions - related party		524		1,668
Customer agreements	Other revenues - related party		1,351		-
		$	30,615	$	28,527

Direct Operating Costs - Related Party
Supplier agreements	Direct operating costs - related party	$	13,798	$	10,428


	Financial Statements Location	March 31, 2026		December 31, 2025
Accounts Receivable - Related Party
Customer agreements	Related party accounts receivable	$	37,099	$	29,661
Shared services agreement	Related party accounts receivable		972		808
		$	38,071	$	30,469

Accounts Payable - Related Party
Supplier agreements	Related party accounts payable	$	5,257	$	5,851
Legacy financial sponsor services agreement	Related party accounts payable		78		-
		$	5,335	$	5,851

Shared Services Agreement

Prior to the WaterBridge Combination, NDB Operating received common management and general, administrative, overhead and operating services in support of the NDB Operating’s operations and development activities pursuant to a shared services agreement (the “Shared Services Agreement”) with certain subsidiaries of WBEF, Desert Environmental LLC (“Desert Environmental”) and LandBridge Company LLC and its subsidiaries (collectively, “LandBridge”). NDB Operating was required to reimburse all fees, including an administrative mark-up for shared services, incurred by them that were necessary to perform services under the Shared Services Agreement. For shared services, the basis of allocation was an approximation of time spent on activities supporting NDB Operating. For shared costs paid on behalf of NDB Operating, the costs were directly allocated based on NDB Operating’s pro rata share of expenses. NDB Operating paid approximately $17.6 million during the three months ended March 31, 2025 for shared services and direct cost reimbursements.

Subsequent to the WaterBridge Combination, we provide LandBridge with management, general, administrative, overhead and operating services in support of LandBridge’s operations and development activities under the Shared Services Agreement. LandBridge is required to reimburse all fees, including an administrative mark-up for shared services, that are necessary for us to perform services under the Shared Services Agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting LandBridge. During the three months ended March 31, 2026, the Company received approximately $3.2 million for shared services and direct cost reimbursements.

Legacy Financial Sponsor Services Agreement

Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and certain legal services provided by Five Point. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. For the three months ended March 31, 2026 and 2025 the Company paid reimbursements to Five Point of $0.1 million, respectively.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Customer Agreements

Prior to the WaterBridge Combination, a subsidiary of NDB Operating was party to a produced water management agreement with a subsidiary of Desert Environmental on terms substantially similar to those generally available for water management services in the applicable region. Under such agreement, such subsidiary of Desert Environmental offloaded certain barrels of produced water from its reclamation facilities to NDB Operating on an interruptible basis for produced water transportation and handling services. Subsequent to the WaterBridge Combination, produced water management agreements among subsidiaries of the Company and subsidiaries of Desert Environmental are intercompany agreements and therefore do not constitute related party transactions as the Company consolidated both parties to the agreements. All preexisting relationships were settled in conjunction with the WaterBridge Combination.

Subsequent to the WaterBridge Combination, certain subsidiaries of the Company are party to various produced water handling agreements and water solutions agreements with Devon Energy Corporation (NYSE: DVN) (“Devon”) and San Mateo Midstream, LLC, a joint venture between Matador Resources Company (NYSE: MTDR) and Five Point that operates produced water handling facilities and other midstream assets in the Delaware Basin, in each case on terms substantially similar to those generally available for water management services in their corresponding regions. Under such produced water management agreements, the customer delivers produced water produced from oil and gas operations to such subsidiary of the Company for produced water transportation and handling services. Under such supply water agreements, the customer purchases raw untreated produced water, brackish water and/or recycled water from such subsidiary of the Company for use in oil and gas drilling and completion activities.

Supplier Agreements

Water Facilities Access Agreements and Surface Use Agreements

Prior to the WaterBridge Combination, a subsidiary of NDB Operating was a party to certain produced water facilities access agreements with LandBridge, a supply water facilities access agreement with LandBridge and a produced water facilities access agreement with an affiliate of Devon (collectively, the “Water Facilities Access Agreements”). Under such Water Facilities Access Agreements, such subsidiary of the Company had certain rights to access, construct, operate, and maintain certain brackish water, produced water and recycled water pipelines and facilities in the ordinary course of business on certain acreage of LandBridge and an affiliate of Devon in the Stateline region of the Delaware Basin. The Water Facilities Access Agreements included fee schedules and arrangements for specified surface use activities, such as produced water transportation royalties, rights-of-way, overhead electric lines and other similar surface damages.

Subsequent to the WaterBridge Combination, certain subsidiaries of the Company are parties to the Water Facilities Access Agreements, as well as certain surface use agreements with LandBridge in the southern region of the Delaware Basin. Under such Water Facilities Access Agreements and surface use agreements, such subsidiaries of the Company have certain rights to access, construct, operate and maintain (a) certain brackish water, produced water and recycled water pipelines and facilities in the ordinary course of business on certain acreage of LandBridge and an affiliate of Devon in the Stateline region of the Delaware Basin and certain acreage of LandBridge in the southern region of the Delaware Basin and (b) certain waste reclamation facilities in the ordinary course of business on certain acreage of LandBridge at specified locations in the Stateline region and southern region of the Delaware Basin. The agreements included fee schedules and arrangements for specified surface use activities, such as produced water transportation royalties, rights-of-way, overhead electric lines and other similar surface damages. For the three months ended March 31, 2026 and 2025, we paid $12.3 million and $9.4 million, respectively, for services under these agreements.

Waste Handling Agreement

Prior to the WaterBridge Combination, a subsidiary of NDB Operating was party to a waste handling agreement with subsidiaries of Desert Environmental that operated environmental remediation facilities on terms substantially similar to those generally available for solids waste management services in the Delaware Basin. Under such agreement, such subsidiary of NDB Operating dedicated oilfield solids and other solids waste materials generated by or arising out of its operations within an area of mutual interest to Desert Reclamation for processing, handling and disposal. The agreement includes a fee schedule and arrangements for specified solids waste management services. Subsequent to the WaterBridge Combination, waste handling agreements among subsidiaries of the Company and subsidiaries of Desert Environmental are now intercompany agreements and therefore do not constitute related party transactions as the Company consolidated both parties to the agreements. All preexisting relationships were settled in conjunction with the WaterBridge Combination.

Subsequent to the WaterBridge Combination, a subsidiary of the Company is a party to a waste handling agreement with a subsidiary of Devon on terms substantially similar to those generally available for solids waste management services in the Delaware Basin. The agreement includes a fee schedule and arrangements for specified solids waste management services.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Electrical Shared Facilities Agreement

A subsidiary of the Company is a party to an electrical shared facilities agreement with a subsidiary of Devon on terms substantially similar to those generally available for the joint ownership and operation of electrical facilities in the applicable region. Pursuant to such agreement, such subsidiary of the Company received an undivided interest in certain electrical facilities, together with the right to utilize a portion of the electrical capacity of such shared facilities, in order to operate certain produced water management facilities in the ordinary course of business. The agreement includes an allocation of all costs and expenses related to the ownership, operation and maintenance of such shared electrical facilities in accordance with each undivided interest owner’s permitted operating capacities on such facilities.

11.

Commitments and Contingencies

On January 7, 2026, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement action from the Railroad Commission of Texas (“RRC”) seeking reimbursement of approximately $6.9 million in expenses incurred by the RRC in connection with the plugging of an orphan well located in proximity to a produced water handling facility operated by WBTO. WBTO filed its response on February 6, 2026, and requested a hearing on the merits. As of May 6, 2026, a hearing date had not been set. While we cannot predict the outcome of this matter, we believe the action is without merit and timing of resolution is uncertain. As of March 31, 2026, the Company has no amounts accrued related to this matter.

The Company records liabilities related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. As any new information becomes available, the Company reassesses the potential liability related to pending litigation. While the results of these litigation matters and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such matters will not have a material impact on our operating results, financial position or cash flows.

WaterBridge Equity Finance LLC and Subsidiaries

Condensed Consolidated Statement of Operations

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025
Revenues:
Produced water handling	$	74,860
Produced water handling - related party		104
Water solutions		3,498
Other revenues		1,734
Total revenues		80,196

Direct operating costs		30,085
Direct operating costs - related party		1,315
Depreciation, amortization and accretion		27,382
Total cost of revenues		58,782

General and administrative expense		7,687
Other operating expense, net		435
Operating income		13,292

Interest expense, net		28,336
Other income, net		(770	)
Loss from operations before taxes		(14,274	)

Income tax benefit		(60	)
Net loss	$	(14,214	)

See accompanying notes to the unaudited condensed consolidated financial statements

WaterBridge Equity Finance LLC and Subsidiaries

Condensed Consolidated Statement of Changes in Mezzanine Equity and Members’ Equity

(in thousands)

(unaudited)


	Mezzanine Equity
	Redeemable Series A Preferred Units			Redeemable Series B Preferred Units		Members’ Equity
Balance at December 31, 2024	$	292,723		$	95,000	$	8,254
Preferred distributions accrued		9,300			-		(9,300	)
Preferred distributions paid		(4,436	)		-		-
Deemed non-cash distributions		-			-		1,621
Net loss		-			-		(14,214	)
Balance at March 31, 2025	$	297,587		$	95,000	$	(13,639	)

See accompanying notes to the unaudited condensed consolidated financial statements

WaterBridge Equity Finance LLC and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025
Cash flows from operating activities
Net loss	$	(14,214	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and accretion		27,382
Amortization of debt issuance costs		2,288
Share-based compensation		1,621
Contractual customer relationships amortization		367
Other		48
Changes in operating assets and liabilities:
Accounts receivable		(13,410	)
Related party accounts receivable		(317	)
Prepaid expenses and other assets		(2,772	)
Accounts payable		(413	)
Related party accounts payable		259
Contract liabilities		(70	)
Accrued and other liabilities		(9,061	)
Net cash used in operating activities		(8,292	)

Cash flows from investing activities
Capital expenditures		(14,650	)
Proceeds from disposal of assets		103
Net cash used in investing activities		(14,547	)

Cash flows from financing activities
Repayments of debt		(6,552	)
Distributions paid on Redeemable Series A Preferred Units		(4,436	)
Settlement of contingent consideration		(600	)
Deferred offering costs		(99	)
Debt issuance costs		(22	)
Net cash used in financing activities		(11,709	)
Net decrease in cash and cash equivalents		(34,548	)
Cash and cash equivalents - beginning of period		47,887
Cash and cash equivalents - end of period	$	13,339

See accompanying notes to the unaudited condensed consolidated financial statements

WaterBridge Equity Finance LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Organization and Nature of Operations

WaterBridge Equity Finance LLC (together with its subsidiaries, the “Company”, “we”, “our”, or “us”) is a Delaware limited liability company headquartered in Houston, Texas that was formed on May 3, 2019. At formation, the Company was indirectly owned by funds affiliated with Five Point Energy Fund I LP and Five Point Energy Fund II LP (collectively, the “Five Point Funds”) and certain members of management. Promptly following its formation, an affiliate of GIC Private Limited, Singapore’s sovereign wealth fund, acquired a 20% indirect interest in the Company via WB 892 LLC (“WB 892”) and, simultaneous therewith, WaterBridge Resources LLC (“WBR”), WaterBridge II LLC (“WB II”) and WaterBridge Co-Invest LLC (“Co-Invest”) contributed all of the issued and outstanding membership interests in and to WaterBridge Holdings LLC (“Holdings”) to the Company. On December 13, 2019, the Company issued 150,000 Series A Preferred Units to Elda River Infrastructure WB LLC (“Elda River”). On August 27, 2020, the Company issued a total of 95,000 Series B Preferred Units to WB 892 and WaterBridge Co-Invest II LLC (“Co-Invest II”). The Five Point Funds held a 76.03% indirect ownership interest in the Company prior to the WaterBridge Combination on September 17, 2025, as set forth in Note 1 — Organization and Nature of Operations, included in Part II, Item 8 of WaterBridge Infrastructure LLC’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the “2025 Form 10‑K”).

The Company provides water management solutions through integrated pipeline and water handling networks located in the Southern Delaware Basin in West Texas and the Arkoma Basin in Oklahoma. Through its networks, the Company gathers, transports, treats, recycles, stores and/or handles water produced from oil and gas exploration and production (“E&P”) activities. As part of the water handling process, the Company separates, recovers and sells skim oil. The Company also sells brackish water to E&P companies for use in drilling and completion operations. The Company’s assets consist of produced water handling facilities, water pipeline systems and related facilities, brackish water wells and water ponds. The water handling activities are generally supported by long-term, fixed-fee contracts and acreage dedications. The Company also provides gas transportation services in the Arkoma Basin.

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in the 2025 Form 10-K, which present the financial statements for the period from January 1, 2025 through September 16, 2025, the date immediately preceding the WaterBridge Combination. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated. When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation.

All of the Company’s subsidiaries are wholly owned, either directly or indirectly through wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. There were no variable interest entities for any periods presented herein. Basic and diluted net income per common unit is not presented since the ownership structure of the Company is not a common unit of ownership.

On occasion, the Company, through its wholly-owned subsidiaries, enters into joint operating agreements (“JOA”) pursuant to which third parties receive non-operating undivided interests in one or more produced water handling facilities and related assets subject to the JOA. The undivided interest owners (i) receive their proportionate share of revenue and (ii) pay for their proportionate share of all costs and expenses incurred in drilling, equipping, installing and operating the JOA assets. The JOAs are not separate legal entities; rather, each undivided interest received by the parties to the JOA is an undivided ownership interest in the applicable assets. The Company records its undivided interests related to these JOAs and records revenues and expenses related to these disposal activities on a net basis as part of revenues and costs and expenses. JOA revenues and costs and expenses are subject to audit by all non-operating parties, or such other entity that the non-operator authorizes to conduct the audit, generally limited to the preceding two years following the end of a calendar year.

Segment Information

The Company operated in a single operating and reportable segment. All of our assets are located in the United States. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, defined characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) in making decisions, on how to allocate resources and assess performance. The Company is managed as a whole rather than through discrete operating segments. Our executive team is organized by function, rather than legal entity, with no business component

WaterBridge Equity Finance LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

manager reporting directly to the CODM. Allocation of resources is made on a project basis across the Company without regard to geographic area, and considers, among other things, return on investment, current market conditions, including commodity prices and market supply, availability of services and human resources and contractual commitments. The Company’s Chief Executive Officer is the CODM who allocates resources and assesses performance based upon financial information at the consolidated level. The financial measure regularly provided to the CODM that is most consistent with U.S. GAAP is net income (loss), as presented on our condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheet as total assets. Total expenditures for additions to long-lived assets is reported on our condensed consolidated statements of cash flows. The Company presents all of its significant segment expenses and other metrics which are regularly provided to the CODM and used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in our condensed consolidated statements of operations. The CODM does not receive additional expenses other than those presented within our condensed consolidated statements of operations.

Significant Accounting Policies

The significant accounting policies applicable to the Company’s operations during the three months ended March 31, 2025 were consistent with the accounting policies discussed in Note 2 — Summary of Significant Accounting Policies of its consolidated financial statements contained in the 2025 Form 10-K.

Additional Financial Statement Information

Statements of Operations information is as follows:


	Three Months Ended March 31,
	2025
Produced water handling revenues	$	68,741
Skim oil revenues		6,223
Total produced water handling revenues	$	74,964

For the three months ended March 31, 2025, the Company had $23.7 million in depreciation expense associated with property, plant and equipment.

Supplemental cash flow information: During the three months ended March 31, 2025, the Company paid $26.4 million in cash for interest and made no cash payments for income taxes. The Company incurred $10.7 million of capital expenditures that remained in accounts payable and accrued liabilities as of March 31, 2025. There were no other non-cash investing or financing activities during the period.

Litigation: On April 3, 2025, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement notice from the Railroad Commission of Texas (“RRC”) seeking reimbursement of approximately $6.9 million in expenses incurred by the RRC in connection with the plugging of an orphan well located in proximity to a produced water handling facility operated by WBTO. On January 7, 2026, WBTO received an enforcement action from the RRC related to such matter. WBTO filed its response on February 6, 2026 and requested a hearing on the merits. As of May 6, 2026, a hearing date had not been set. While we cannot predict the outcome of this matter, we believe the action is without merit and timing of resolution is uncertain. The Company has no amounts accrued related to this matter.

Performance Incentives: During the three months ended March 31, 2025, the Company made $0.6 million in incentive payments under a performance‑based contingent consideration arrangement entered into as part of a December 2022 asset acquisition. No other activity occurred under this arrangement during the period.

WaterBridge Equity Finance LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Related Party Transactions


	Financial Statements Location	Three Months Ended March 31, 2025
Revenues - Related Party
Customer Agreement	Produced water handling - related party	$	104

Direct Operating Costs - Related Party
Supplier Agreements	Direct operating costs - related party	$	1,315

Shared Services Agreement

The Company and its subsidiaries, including WaterBridge Management Company, LLC, are parties to a shared services agreement with WBR, Holdings, WaterBridge NDB LLC (“NDB”) and its subsidiaries, LandBridge Company LLC (“LandBridge”) and its subsidiaries, and Desert Environmental LLC (“Desert Environmental”) and its subsidiaries, each being an affiliate of the Company, pursuant to which the Company and its subsidiaries provide various general, administrative and operating services. The Company and its subsidiaries are entitled to reimbursement for all fees incurred that are necessary to perform services under the shared services agreement. For shared services, the basis of allocation is an approximation of time spent on activities to support the other party. For shared costs paid on our behalf, the costs are directly allocated to us based on our pro rata share of the expenses. The Company received approximately $12.9 million for the three months ended March 31, 2025 for shared services and direct cost reimbursements.

Legacy Financial Sponsor Services Agreement

Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and legal services. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. The GIS and legal services reimbursement totaled $0.1 million for the three months ended March 31, 2025.

Customer Agreement

A subsidiary of the Company is also party to a produced water management agreement with an affiliate of the Company that operates environmental remediation facilities on terms substantially similar to those generally available for water management services in the applicable region. Under such agreement, the customer offloads certain barrels of produced water from its reclamation facilities to the Company on an interruptible basis for produced water transportation and handling services.

Supplier Agreements

Waste Handling Agreement

A subsidiary of the Company is a party to a solids waste handling agreement with a subsidiary of Desert Environmental on terms substantially similar to those generally available for solids waste management services in the applicable region. Under such agreement, such subsidiary of the Company dedicated all of its oilfield solids and other solids waste materials generated by or arising out of its operations within an area of mutual interest to such subsidiary of Desert Environmental for processing, handling and disposal. The agreement includes a fee schedule and arrangements for specified solids waste management services.

Water Facilities Access Agreements

A subsidiary of the Company is a party to a surface use agreement with a subsidiary of LandBridge. Pursuant to such agreement, such subsidiary of the Company has certain non-exclusive rights to construct, operate and maintain produced water handling facilities on certain lands owned by a subsidiary of LandBridge in southern Reeves County, Texas. A subsidiary of the Company also acquired several surface use agreements, easements and rights-of-way on such lands that grant us the right to operate and maintain certain specified produced water handling facilities and pipelines. Such agreement includes a customary fee schedule for specified surface use activities, such as produced water transportation royalties in certain circumstances and the payment of surface damages for the construction of pipelines, access roads and overhead electric lines. Such agreements did not constitute related party transactions prior to a subsidiary of LandBridge’s acquisition of the land underlying such agreements in December 2024. For the three months ended March 31, 2025, the Company paid $0.2 million under such agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, the audited consolidated financial statements and related notes in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the “2025 Form 10‑K”) and the accompanying unaudited condensed consolidated financial statements (“Financial Statements”) and notes thereto in Part I, Item 1. “Financial Statements” of this Quarterly Report. The historical financial information presented reflects only the historical financial results of NDB Operating, one of our predecessors for SEC reporting purposes, and its subsidiaries for periods prior to September 17, 2025, and to WaterBridge and its subsidiaries for periods after such date. Separate historical results of WaterBridge Equity Finance LLC, a former Delaware limited liability company (“WBEF”), our other SEC reporting predecessor, are presented following the historical financial results of the Company.

The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may be outside our control and may affect our future results of operations, cash flows and financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, which include those factors discussed below and elsewhere in this Quarterly Report, particularly in the sections titled “Risk Factors” in the 2025 Form 10-K and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, actual results may differ materially from such forward-looking statements. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

We are a leading integrated, pure-play water infrastructure company with operations predominantly in the Delaware Basin, the most prolific oil and natural gas basin in North America. We believe that our strategically located network, substantial scale and built-in operational redundancies provide a competitive advantage in attracting customers and allow us to achieve significant operating and capital efficiencies. We operate the largest produced water infrastructure network in the United States through which we provide water management solutions to E&P companies under long-term contracts, which include gathering, transporting, recycling and handling produced water. Our synergistic relationship with LandBridge, a leading Delaware Basin land management company, provides us preferential access to significant underutilized pore space in and around the Delaware Basin that is necessary to meet the E&P industry’s evolving water handling needs.

We serve our customers primarily under long-term, fixed-fee contracts that contain acreage dedications or MVCs. Many of our long-term, fixed-fee contracts also include areas of mutual interest that grant us the right to provide water management solutions on any leases or oil and natural gas wells subsequently acquired or operated by a customer within a specified area. Our long-term contracts typically grant us the exclusive right to provide water management solutions for all produced water volumes from our customers’ oil and natural gas wells located within the dedicated acreage, and customers are typically required to either deliver all dedicated volumes to us or pay us a fee for any diverted dedicated volumes.

Market Condition and Outlook

Over the last several years, the global economy and the oil and natural gas industry in particular has faced substantial volatility. This has been driven by geopolitical conflicts, domestic political uncertainties, the enactment of the OBBBA, potential U.S. and foreign tariffs, evolving international trade policies and conflicts, OPEC+ production decisions, persistent elevated inflation, higher interest rates and capital costs and continued industry consolidation. Additionally, commodity price volatility directly impacts E&P operators’ development plans, rig counts and overall activity levels. More recently, the ongoing conflict in Iran, including the disruption of the global oil supply through the Strait of Hormuz, has significantly driven up commodity prices, increased inflationary pressures and increased the volatility of oil and gas prices globally, which may influence E&P operators’ drilling and production decisions.

Broader macroeconomic and policy developments, including provisions in the OBBBA (which extended certain tax incentives beneficial to fossil fuels while introducing new uncertainties) and shifts in international trade policies (such as the imposition of tariffs or product restrictions), could impair our customers’ ability to secure raw materials, equipment or financing. This, in turn, may reduce their operational activity on or around our surface acreage in the Delaware Basin. Any escalation in U.S. trade disruptions or retaliatory measures from other nations could further adversely affect demand for our produced water handling and other water management services.

Despite these challenges, we believe that the outlook for energy and infrastructure development, particularly within the Permian Basin, remains positive. Additionally, such development may be aided by President Trump’s various Executive Orders relating to energy production, which include expedited approvals for energy resource infrastructure as well as the removal of various impediments to the development of domestic energy resources, including oil and gas. We believe that this growth in production activity will require

increased produced water handling capacity, as the amount of produced water from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production.

First Quarter Results

Significant financial and operating highlights for the first quarter of 2026 include:

•

Revenues of $201.0 million, an increase of 105% as compared to the first quarter of 2025;

•

Net income of $9.5 million, an increase of 456% as compared to the first quarter of 2025;

•

Net income margin of 5% as compared to 2% in the first quarter of 2025;

•

Adjusted EBITDA(1) of $102.9 million, an increase of 105% as compared to the first quarter of 2025;

•

Adjusted EBITDA Margin(1) of 51%, which remained consistent with the first quarter of 2025;

•

Gross Margin of $48.2 million, an increase of 38% as compared to the first quarter of 2025;

•

Adjusted Operating Margin(1) of $111.3 million, an increase of 101% as compared to the first quarter of 2025;

•

Total produced water handling volumes(2) of 2,460 MBbl per day, an increase of 105% as compared to the first quarter of 2025; and,

•

Total water solutions volumes of 271 MBbl per day, a decrease of 28% as compared to the first quarter of 2025.

(1)

Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Margin are non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” for more information regarding these non-GAAP financial measures and reconciliations to the most comparable GAAP measures.

(2)

Total produced water handling volumes exclude skim oil volumes.

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

WaterBridge Infrastructure LLC


	Three Months Ended March 31,				Amount of Increase			Percentage
	2026		2025		(Decrease)			Change
(in thousands)
Revenues:
Produced water handling	$	181,937	$	85,063	$	96,874			114	%
Water solutions		9,014		11,658		(2,644	)		(23	)%
Other revenues		10,026		1,189		8,837			743	%
Total revenues		200,977		97,910		103,067			105	%

Direct operating costs		83,838		41,949		41,889			100	%
Depreciation, depletion, amortization and accretion		68,947		21,038		47,909			228	%
Total cost of revenues		152,785		62,987		89,798			143

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(in thousands, except share amounts)

(unaudited)

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

WaterBridge Infrastructure LLC 10-Q