Capobianco David N 4
4 · WaterBridge Infrastructure LLC · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
WaterBridge (WBI) 10% Owner David Capobianco Sells $177M Shares
What Happened
David N. Capobianco, a reported 10% owner, sold 5,894,826 Class A shares of WaterBridge Infrastructure LLC (WBI) in an open-market/Rule 144 transaction on June 22, 2026 at $30.05 per share for proceeds of $177,139,521. The filing also reports conversions/redemptions of 4,464,012 OpCo Units (and cancellation/delivery of corresponding Class B shares) into 4,464,012 newly issued Class A shares immediately before/around the sale.
Key Details
- Transaction date: June 22, 2026. Open-market sale price: $30.05; sale proceeds ≈ $177,139,521.
- Derivative activity: 4,464,012 OpCo Units were redeemed/converted into Class A shares (reported as conversion of derivative securities).
- Sellers by entity (per footnotes): NDB Holdings redeemed 3,920,948 OpCo Units (sold same number of Class A shares); Desert Holdings redeemed 543,064 OpCo Units (sold same number); WBR Holdings sold 1,430,814 Class A shares.
- Shares owned after transaction (per filing): WBR Holdings — 1,980,921 Class A Shares plus 11,063,925 OpCo Units (and Class B Shares); NDB Holdings — 35,747,578 OpCo Units (and Class B Shares); Desert Holdings — 4,951,160 OpCo Units (and Class B Shares).
- Beneficial ownership note: Capobianco may be deemed to beneficially own the securities held by WBR Holdings, NDB Holdings and Desert Holdings through affiliated GP entities; each entity and Mr. Capobianco disclaim beneficial ownership except to the extent of any pecuniary interest (see F5–F7).
- Sale method: Reported as a sale pursuant to Rule 144 through a broker‑dealer.
- Filing timeliness: Reported for the transaction date 2026-06-22 and filed the same day (no late filing indicated).
Context
- The conversion entries reflect redemption/conversion of limited‑liability company OpCo Units into Class A shares (per WBI’s LLC agreement), not an options exercise. Those newly issued Class A shares were then sold under Rule 144.
- For retail investors: this is a large, institutional/10%‑owner sale executed via affiliated entities and Rule 144 procedures; factual disclosure shows liquidity/monetization rather than a purchase signal.
Insider Transaction Report
Form 4
Capobianco David N
Director10% Owner
Transactions
- Other
Class B shares
[F1][F2][F4][F5][F6][F7]2026-06-22−4,464,012→ 51,762,663 total(indirect: See Footnotes) - Conversion
Class A shares
[F1][F2][F4][F5][F6][F7]2026-06-22+4,464,012→ 7,875,747 total(indirect: See Footnotes) - Sale
Class A shares
[F2][F3][F4][F5][F6][F7]2026-06-22$30.05/sh−5,894,826$177,139,521→ 1,980,921 total(indirect: See Footnotes) - Conversion
WBI Operating LLC Units
[F1][F2][F4][F5][F6][F7]2026-06-22−4,464,012→ 51,762,663 total(indirect: See Footnotes)→ Class A shares (4,464,012 underlying)
Footnotes (7)
- [F1]Pursuant to the Amended and Restated Limited Liability Company Agreement of WBI Operating LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in WaterBridge Infrastructure LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire.
- [F2]In connection with a sale pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on June 22, 2026, NDB Holdings LLC ("NDB Holdings") redeemed 3,920,948 OpCo Units and Desert Environmental Holdings LLC ("Desert Holdings") redeemed 543,064 OpCo Units (in each case, together with the cancellation of an equal number of Class B Shares) for an aggregate of 4,464,012 Class A Shares.
- [F3]In connection with a sale pursuant to Rule 144 on June 22, 2026, NDB Holdings sold 3,920,948 Class A Shares, Desert Holdings sold 543,064 Class A Shares and WBR Holdings LLC ("WBR Holdings") sold 1,430,814 Class A Shares.
- [F4]Following the transaction reported herein, includes (i) 1,980,921 Class A Shares, 11,063,925 OpCo Units and a corresponding number of Class B Shares held of record by WBR Holdings, (ii) 35,747,578 OpCo Units and a corresponding number of Class B Shares held of record by NDB Holdings and (iii) 4,951,160 OpCo Units and a corresponding number of Class B Shares held of record by Desert Holdings.
- [F5]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.
- [F6]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.
- [F7]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.
Signature
/s/ Scott L. McNeely, Attorney-in-fact|2026-06-22