Capobianco David N 4

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.