WaterBridge Resources LLC 4
4 · WaterBridge Infrastructure LLC · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
WaterBridge (WBI) 10% Owner Sells 5.9M Shares for $177M
What Happened
- WaterBridge Resources LLC (reported as a 10% owner/manager of affiliated holders) reported conversions of OpCo units into Class A shares and the aggregate sale of 5,894,826 Class A shares at $30.05 each on June 22, 2026, generating proceeds of approximately $177,139,521. The filing records conversion/redemption activity totaling 4,464,012 Class A shares (no cash consideration) associated with OpCo unit redemptions and the subsequent open‑market sale of the 5.894M shares.
- This filing reflects institutional/affiliate selling (not an executive buy) and appears to be a Rule 144 sale through a broker‑dealer as described in the footnotes.
Key Details
- Transaction date: June 22, 2026; sale price: $30.05 per share; total proceeds: $177,139,521.
- Shares sold: 5,894,826 Class A shares (aggregate of sales by affiliated holders: NDB Holdings, Desert Holdings and WBR Holdings as noted in footnotes).
- Conversion/redemption: 4,464,012 OpCo Units were redeemed and converted into Class A shares (no cash consideration) prior to/alongside the sale.
- Holdings after the transaction (reported by affiliated entities): WBR Holdings — 1,980,921 Class A Shares and 11,063,925 OpCo Units (plus corresponding Class B Shares); NDB Holdings — 35,747,578 OpCo Units; Desert Holdings — 4,951,160 OpCo Units (see footnote F4).
- Notable footnotes: sales executed pursuant to Rule 144 via broker‑dealer (F2–F3); WaterBridge Resources LLC is the managing member of WBR Holdings and may be deemed to beneficially own the securities held by those affiliated entities (F5–F7). Multiple affiliated entities filed separate Form 4s per the remarks.
- Filing timeliness: reported with the June 22, 2026 period of report and filed the same day (no late filing indicated).
Context
- These entries include conversion of OpCo units (a non‑expiring limited‑partner style interest) into Class A shares of the issuer, followed by sales under Rule 144. The derivative/“conversion” entries at $0.00 reflect unit redemptions/conversions rather than market purchases.
- This is institutional/affiliate selling (liquidity/portfolio management) rather than an insider executive purchasing the stock; purchases typically carry more signal for bullish insider sentiment.
Insider Transaction Report
Form 4
WaterBridge Resources 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.