Five Point Energy GP III LP 4
4 · WaterBridge Infrastructure LLC · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
WaterBridge (WBI) 10% Owner WBR Holdings Distributes 2.46M Shares
What Happened
WBR Holdings LLC, a reported 10% owner of WaterBridge Infrastructure LLC (WBI), reported an in‑kind distribution on 2026-05-06. The filing shows a disposition (transaction code J) of 2,456,248 shares at $0.00 and a corresponding derivative disposition of 2,456,248 units/shares at $0.00. Footnote F1 clarifies these were in‑kind distributions of OpCo Units and the corresponding Class B shares to certain members of the reporting persons for no consideration (i.e., not an open‑market sale).
Key Details
- Transaction date: 2026-05-06; Form 4 filed 2026-05-08.
- Reported transactions: 2,456,248 Class B shares disposed at $0.00 and 2,456,248 derivative OpCo Units disposed at $0.00 (code J).
- Shares held after transaction (per filing): WBR Holdings holds 11,063,925 Class B Shares of record. Related entities (NDB Holdings, Desert Holdings) hold additional OpCo Units/Class B Shares as noted in footnote F2.
- Relevant footnotes: F1 (in‑kind distribution, no consideration), F6 (OpCo Units redeemable for Class A shares or cash on a one‑for‑one basis; OpCo Units do not expire).
- Insider type/timeliness: WBR Holdings is a 10% institutional holder (not an individual executive); filing appears timely (filed two days after the report date). Separate Form 4 filings were made by related managing entities due to EDGAR limitations.
Context: This was an internal distribution of securities to members (not an open‑market sale), so it does not necessarily reflect buying or selling sentiment by company insiders. For retail investors, note that distributions of OpCo Units/Class B shares typically reallocate ownership within related parties rather than indicate third‑party demand.
Insider Transaction Report
Form 4
WBR Holdings 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.