Five Point Energy GP III LP 4
4 · WaterBridge Infrastructure LLC · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
WaterBridge (WBI) 10% Owner WBR Holdings Sells $177M Shares
What Happened
WBR Holdings LLC (a 10% owner) sold 5,894,826 Class A shares of WaterBridge Infrastructure LLC (WBI) in an open-market/private sale on June 22, 2026 at $30.05 per share for proceeds of approximately $177,139,521. The filing also records conversions of 4,464,012 derivative units (OpCo Units/Class B shares) into Class A shares (no cash consideration) and related disposition entries tied to those converted shares.
Key Details
- Transaction date: June 22, 2026. Open-market/private sale: 5,894,826 Class A shares at $30.05 = $177,139,521.
- Conversions/dispositions: 4,464,012 OpCo Units/Class B → Class A shares recorded as conversions (acquired at $0.00) with related disposition entries (see footnotes).
- Shares held after transaction (per filing): WBR Holdings owns 1,980,921 Class A Shares, 11,063,925 OpCo Units and a corresponding number of Class B Shares.
- Footnote highlights: OpCo Units can be redeemed for newly issued Class A shares or for cash (Issuer’s election). Footnotes F2–F3 explain that 4,464,012 Class A shares resulted from redemptions by related holders and that portions of the redemptions were sold under Rule 144 (including 1,430,814 Class A shares sold by WBR Holdings).
- Beneficial ownership: WaterBridge Resources LLC, related Five Point GP entities and David N. Capobianco are described in the filing as potentially deemed to beneficially own the securities held by WBR Holdings (each disclaims ownership except to the extent of any pecuniary interest).
- Filing timeliness: filed with a report date of June 22, 2026; no late-filing notation in the provided data.
Context
This was a large institutional sale (disposition) by a 10% holder rather than an executive buy/sell signal. The filing also records conversion of OpCo Units into Class A shares (a structural/derivative-to-equity conversion) with subsequent dispositions; such conversions are mechanical events under the LLC agreement and do not by themselves indicate trading intent. For retail investors, purchases are generally more informative about insider bullishness—this filing documents a significant sale and ownership levels remaining after the transaction.
Insider Transaction Report
Form 4
WBR Holdings LLC
10% 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.