🧾 What This Document Is

This is a prospectus supplement (Form 424B3) for WaterBridge Infrastructure LLC (WBI). Think of it as a detailed "for sale" sign for a specific batch of company shares.

👉 In simple terms: It's not WBI selling new shares to raise money. Instead, it's about certain existing major shareholders (the "Selling Shareholders") getting permission to sell up to 83.25 million of their existing shares to the public on the stock market. WBI itself won't get any cash from these sales.

🏢 What The Company Does

WaterBridge Infrastructure LLC is a water midstream company. They own and operate the critical pipeline, gathering, and treatment infrastructure that moves water produced from oil and gas wells to disposal or recycling sites.

👉 In simple terms: Think of them as the essential "plumbing" service for oil and gas producers in areas like the Permian Basin. Producers pay them to handle the massive amounts of water that come up with oil and gas.

💰 Financial & Ownership Highlights

Stock Price: Last reported price was $25.53 per Class A share (on NYSE on April 9, 2026).
Share Structure: They have two types of shares:
- Class A Shares: These have economic rights (like dividends) and trade on the NYSE and NYSE Texas under symbol WBI.
- Class B Shares: These have no economic rights (no claim on profits) but carry 1 vote each. They are held by major owners.
"Controlled Company" Status: Five Point (a major investor) controls ~50.3% of the total voting power (via OpCo Units, Class B shares, and some Class A shares). This gives them significant control over the board and shareholder votes.
Major Selling Shareholders: The shares being registered for resale are primarily held by entities affiliated with Five Point and Devon Energy.

🚀 Key Moves & Governance

The Resale: The big action here is registering 83,250,000 Class A shares for potential resale by major holders. This includes shares they might get by "redeeming" their OpCo Units (another form of ownership in the underlying business).
Board & Committees:
- The board has 9+ directors. Five Point and Devon have significant influence over board composition.
- Because it's a "controlled company," WBI does NOT have a Compensation Committee or a Nominating & Governance Committee. The full Board (heavily influenced by Five Point) handles these duties.
- They do have an Audit Committee (with independent directors).
Executive Pay: The filing details 2025 compensation for the top 5 executives (NEOs). Key points:
- Base Salaries increased significantly post-IPO (e.g., CEO went from $572k to $850k).
- Bonuses are performance-based, with targets as high as 125% of salary (CEO).
- Long-term incentives: Executives received grants of Restricted Stock Units (RSUs) vesting over 3 years.

⚖️ Legal & Tax Structure (The Details)

Complex Ownership: The company uses a structure with OpCo (the operating business) and WBI (the holding company). Major owners hold "OpCo Units" in the operating business, which can be exchanged ("redeemed") for Class A shares of WBI or cash. Each OpCo Unit is linked to a Class B share of WBI (for voting).
Tax Receivable Agreement (TRA): This is a critical and complex obligation. When OpCo Units are redeemed for WBI shares, WBI gets valuable tax deductions ("Basis Adjustments"). Under the TRA, WBI must pay 85% of the cash tax savings from these deductions to the former OpCo Unit holders (TRA Holders).
- 👉 Why it matters: This creates a significant future cash obligation for WBI. They estimate potential tax savings of ~$952.9 million over 20 years, meaning they'd owe ~$810 million to TRA Holders. If terminated early, the estimated payment is ~$589.2 million. This reduces cash available for growth, debt paydown, or dividends.

📊 Principal & Selling Shareholders

This section lists who owns what. Key players:

Five Point Entities (e.g., WBR Holdings, NDB Holdings): Hold the majority of voting power and are major sellers.
Devon Energy (Devon WB Holdco): Holds significant voting power and is a major seller.
Other 5% Holders: Horizon Kinetics (5.5% of Class A), FMR LLC (Fidelity) (3.0% of Class A).
Directors/Executives: Own relatively small amounts of Class A shares directly (e.g., CEO holds 5,000).

🔮 What's Next & Signals

Potential Selling Pressure: With up to 83.25 million shares now registered for sale, the market anticipates potential selling by major holders, which could put downward pressure on the stock price if large blocks are sold.
Controlled Company Risks: Investors accept less independent board oversight because Five Point is in control. This could change if Five Point's voting power drops below thresholds (40-50%).
TRA Obligation: Future redemptions by major holders will trigger more tax benefits for WBI but also increase the future cash owed to those holders under the TRA.
Post-IPO Transition: 2026 will be the first full year as a public company. They expect to re-evaluate their executive compensation peer groups.

🧠 The Analogy

Imagine WaterBridge is a newly public private parking garage company. This filing is like the original owners (Five Point, Devon) getting a permit to sell their personal shares of ownership in the garage company to the public. They get the cash, not the garage itself. Also, the garage has a complicated deal: every time an original owner sells their parking spot (OpCo Unit) to the garage company (which converts it to a share of the overall company), the garage gets a tax break but must give 85% of the tax savings cash back to that original owner for years.

🧩 Final Takeaway

This prospectus is all about liquidity for major pre-IPO owners (Five Point, Devon), not new capital for the company. Investors should be aware of the potential selling pressure from these large blocks, the significant control Five Point retains, and the material future cash obligation created by the Tax Receivable Agreement, which will impact WBI's cash flow for years.

WBI Shareholders Register 83.25 Million Shares for Resale