Capobianco David N 4
4 · WaterBridge Infrastructure LLC · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
WaterBridge Infrastructure (WBI) 10% Owner David Capobianco Disposes Shares
What Happened
David N. Capobianco, listed as a 10% owner, reported an in‑kind disposition on May 6, 2026: 2,456,248 Class B shares and the corresponding 2,456,248 OpCo units were transferred with a reported price of $0.00 (no cash exchanged). The Form 4 shows two related entries (one equity, one derivative) reflecting the same quantity; footnotes state this was an in‑kind distribution of OpCo Units and corresponding Class B shares to certain members of NDB Holdings LLC and Desert Environmental Holdings LLC.
Key Details
- Transaction date: 2026-05-06; Form 4 filed: 2026-05-08 (timely within typical two‑business‑day window).
- Reported consideration: $0.00 — indicates an in‑kind distribution, not an open‑market sale.
- Amount disposed: 2,456,248 shares and 2,456,248 derivative OpCo units (same quantity reported twice).
- Post‑transaction holdings (per filing): WBR Holdings — 11,063,925 Class B Shares; NDB Holdings — 39,668,328 OpCo Units and corresponding Class B Shares; Desert Holdings — 5,494,224 OpCo Units and corresponding Class B Shares (see footnote F2).
- Related disclosures: Capobianco may be deemed to beneficially own securities held by WBR, NDB and Desert entities through various Five Point GP entities, but those entities disclaim beneficial ownership except to the extent of any pecuniary interest (footnotes F3–F5).
- Derivative detail: OpCo Units can be redeemed for Class A shares on a 1:1 basis or for cash; upon redemption an equal number of Class B Shares are canceled (footnote F6).
Context
This filing reflects an internal, in‑kind distribution among affiliated entities or members rather than a market sale. For 10% owners and related GP entities, such transfers are often organizational or allocation events; they do not necessarily signal a personal buy/sell decision by an executive. The transaction code reported was “J” (other acquisition or disposition) and the $0.00 price confirms no cash changed hands.
Insider Transaction Report
Form 4
Capobianco David N
Director10% 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 NDB Holdings LLC ("NDB Holdings") and Desert Environmental Holdings LLC ("Desert Holdings") 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 and (iii) 5,494,224 OpCo Units and a corresponding number of Class B Shares held of record by 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.
Signature
/s/ Scott McNeely, Attorney-in-fact|2026-05-08