Capobianco David N 4

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.