WaterBridge Resources LLC 4
4 · WaterBridge Infrastructure LLC · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
WaterBridge WBI 10% Owner Disposes 2,456,248 Shares
What Happened
WaterBridge Resources LLC (reported as a 10% owner) reported an in‑kind disposition on 2026-05-06 of 2,456,248 WaterBridge Infrastructure LLC (WBI) shares (and a corresponding derivative entry for 2,456,248 OpCo-related shares). Both entries show $0.00 proceeds, reflecting an in‑kind distribution of OpCo Units and corresponding Class B shares to certain members of the reporting persons rather than an open‑market sale.
Key Details
- Transaction date: 2026-05-06; Form 4 filed 2026-05-08 (timely).
- Reported transactions: two "Other acquisition or disposition (J)" entries disposing 2,456,248 shares each at $0.00 (one is a derivative/OpCo-related entry).
- Shares/units after transaction (per footnote): 11,063,925 Class B Shares held of record by WBR Holdings; 39,668,328 OpCo Units (and corresponding Class B Shares) held of record by NDB Holdings; 5,494,224 OpCo Units (and corresponding Class B Shares) held of record by Desert Holdings.
- Footnotes: F1 notes the in‑kind distribution for no consideration; F6 explains OpCo Units can be redeemed for Class A Shares or cash on a one-for-one basis and do not expire.
- Ownership chain and disclaimers (F3–F5): various Five Point Energy funds and managers (including David N. Capobianco) are described as having indirect control/beneficial interest; each disclaims beneficial ownership except to the extent of any pecuniary interest.
- Related filings: affiliated entities (WBR Holdings, NDB Holdings, Desert Holdings and several Five Point entities) are filing separate Form 4s per the remarks.
Context
This was an in‑kind internal distribution of OpCo Units/Class B shares by a large institutional holder, not an open‑market sale. For retail investors, such transfers typically reflect internal ownership reorganization or distributions to related parties and do not necessarily signal a buy/sell view on the company’s stock. The OpCo Units can later be redeemed for Class A shares or cash per the OpCo agreement, which could affect share supply if redemptions occur.
Insider Transaction Report
Form 4
WaterBridge Resources LLC
10% Owner
Transactions
- Other
Class B Shares
[F1][F2][F3][F4][F5]2026-05-06−2,456,248→ 56,226,677 total(indirect: See Footnotes) - Other
OpCo Units
[F6][F1][F2][F3][F4][F5]2026-05-06−2,456,248→ 56,226,677 total(indirect: See Footnotes)→ Class A Shares (2,456,248 underlying)
Footnotes (6)
- [F1]Reflects an in-kind distribution of OpCo Units and the corresponding Class B shares to certain members of the reporting persons for no consideration.
- [F2]Following the transaction reported herein, includes (i) 11,063,925 Class B Shares held of record by WBR Holdings LLC ("WBR Holdings"), (ii) 39,668,328 OpCo Units and a corresponding number of Class B Shares held of record by NDB Holdings LLC ("NDB Holdings") and (iii) 5,494,224 OpCo Units and a corresponding number of Class B Shares held of record by Desert Environmental Holdings LLC ("Desert Holdings").
- [F3]WaterBridge Resources LLC is the managing member of WBR Holdings and is controlled by a board of managers consisting of four members. Funds controlled by Five Point Energy GP I LP ("GP I") indirectly beneficially own a majority of the capital interests in WaterBridge Resources LLC and have a right to appoint a majority of the members of the board of managers. Five Point Energy GP I LLC ("GP I LLC") is the sole general partner of GP I, and David N. Capobianco is the sole member of GP I LLC. As a result, each of WaterBridge Resources LLC, GP I, GP I LLC and Mr. Capobianco may be deemed to beneficially own the securities held by WBR Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any.
- [F4]WaterBridge NDB LLC is the managing member of NDB Holdings and is controlled by a board of managers consisting of four members. Funds controlled by Five Point Energy GP II LP ("GP II") and Five Point Energy GP III LP ("GP III") indirectly beneficially own a majority of the capital interests in NDB Holdings and have a right to appoint a majority of the members of the board of managers. Five Point Energy GP II LLC ("GP II LLC") is the sole general partner of GP II and Five Point Energy GP III LLC ("GP III LLC") is the sole general partner of GP III. David N. Capobianco is the sole member of each of GP II LLC and GP III LLC. As a result, each of GP II, GP III, GP II LLC, GP III LLC and Mr. Capobianco may be deemed to beneficially own the securities held by NDB Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any.
- [F5]Desert Holdings is controlled by a board of managers consisting of four members. Funds controlled by GP III indirectly beneficially own a majority of the capital interests in Desert Holdings and have a right to appoint a majority of the members of the board of managers of Desert Holdings. As a result, each of GP III, GP III LLC and Mr. Capobianco may be deemed to beneficially own the securities held by Desert Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any.
- [F6]Each OpCo Unit may be redeemed at the request of the holder for either Class A Shares on a one-to-one basis or for a cash payment, as determined by the OpCo LLC Agreement. Upon redemption of OpCo Units, an equal number of Class B Shares will be canceled. The OpCo Units do not expire.