As filed with the U.S. Securities and Exchange Commission on August 22, 2025

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WaterBridge Infrastructure LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	1389	33-4546086
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(713) 230‑8864

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Scott L. McNeely

Executive Vice President, Chief Financial Officer

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(713) 230‑8864

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan J. Maierson Thomas G. Brandt Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400 Hillary H. Holmes Harrison Tucker Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, Texas 77002 (346) 718‑6600

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post‑effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non‑accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell such securities, and it is not soliciting an offer to buy such securities, in any state or jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2025

Shares

WaterBridge Infrastructure LLC

Class A Shares

Representing Limited Liability Company Interests

This is the initial public offering of Class A shares representing limited liability company interests (“Class A shares”) in WaterBridge Infrastructure LLC, a Delaware limited liability company (“WaterBridge”). We intend to elect to be classified as a corporation for U.S. federal income tax purposes.

We expect that the public offering price for our Class A shares will be between $ and $ per Class A share. We have applied to list our Class A shares on each of the New York Stock Exchange (the “NYSE”) and NYSE Texas, Inc. (“NYSE Texas”) under the symbol “WBI.”

Following this offering, we will have two classes of authorized equity securities outstanding: Class A shares and Class B shares representing limited liability company interests (“Class B shares” and, together with Class A shares, “common shares”). Our Class B shares have no economic rights but entitle holders to one vote per Class B share on all matters to be voted on by shareholders generally. Holders of Class A shares and Class B shares will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement (as defined herein). Our outstanding Class A shares and Class B shares will represent approximately % and %, respectively, of the total voting power of our outstanding common shares immediately following this offering, assuming no exercise of the underwriters’ option to purchase additional Class A shares, with our affiliates owning approximately % of such total voting power, without giving effect to any purchases that any of our affiliates may make through the directed share program.

We are an “emerging growth company” under applicable federal securities laws and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Please see the sections titled “Risk Factors” and “Summary—Emerging Growth Company.” Immediately following this offering, we expect to be a “controlled company” within the meaning of the NYSE and NYSE Texas rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements. See “Management—Status as a Controlled Company” for additional information.

Investing in our Class A shares involves risks. See “Risk Factors” beginning on page 41 of this prospectus to read about factors you should consider before investing in our Class A shares. These risks include the following:

•Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity in our areas of operation.

•The willingness of E&P companies to engage in drilling, completion and production activities in our areas of operation is substantially influenced by the market prices of oil and natural gas, which are highly volatile.

•Our success largely depends on the produced water volumes we handle, which are dependent on certain factors beyond our control. Any decrease in the volumes of produced water that we handle, whether because of natural declines, producer inactivity or otherwise, could have a material adverse effect on our business and operating results.

•Approximately 80% of our pro forma revenue is derived from our operations in the Delaware Basin, making us vulnerable to risks associated with geographic concentration generally and the Delaware Basin specifically, including basin-specific supply and demand factors, regulatory changes and severe weather impacts that could have a material adverse effect on our business.

•Five Point (as defined herein) has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. Five Point’s interests may conflict with those of our other shareholders.

•The Five Point Members and other Existing Owners (each as defined herein), as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.

•Certain provisions in our Operating Agreement (as defined herein) regarding fiduciary duties of our directors, exculpation and indemnification of our officers and directors and the approval of conflicted transactions differ from the Delaware General Corporation Law (the “DGCL”) in a manner that may be less protective of the interests of our public shareholders and restrict the remedies available to shareholders for actions taken by our officers and directors that might otherwise constitute breaches of fiduciary duties if we were subject to the DGCL.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Class A share	Total
Public offering price	$	$
Underwriting discount(1)	$	$
Proceeds to WaterBridge (before expenses)	$	$

(1)See “Underwriting” for a description of compensation payable to the underwriters.

We have granted the underwriters the option to purchase, exercisable within 30 days from the date of this prospectus, up to additional Class A shares from us, at the public offering price less the underwriting discounts.

At our request, the underwriters have reserved up to 10% of the Class A shares for sale at the public offering price through a directed share program to certain individuals associated with us. See “Underwriting—Directed Share Program.”

The underwriters expect to deliver the Class A shares to purchasers on or about , 2025 through the book‑entry facilities of The Depository Trust Company.

J.P. Morgan		Barclays
Goldman Sachs & Co. LLC	Morgan Stanley	Wells Fargo Securities
Piper Sandler	Raymond James	Stifel
Texas Capital Securities	Pickering Energy Partners	Janney Montgomery Scott
Johnson Rice & Company		Roberts & Ryan

Prospectus dated , 2025.

Note: As of July 31, 2025. The Speedway Pipeline project is currently under development and construction is dependent on future commercialization and market viability.

TABLE OF CONTENTS

	Page
SUMMARY	1
RISK FACTORS	41
CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS	75
USE OF PROCEEDS	77
DIVIDEND POLICY	79
CAPITALIZATION	80
DILUTION	81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	83
INDUSTRY	125
BUSINESS	139
MANAGEMENT	161
EXECUTIVE COMPENSATION	167
CORPORATE REORGANIZATION	174
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	178
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	180
DESCRIPTION OF SHARES	190
OUR OPERATING AGREEMENT	193
SHARES ELIGIBLE FOR FUTURE SALE	201
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON‑U.S. HOLDERS	203
CERTAIN ERISA CONSIDERATIONS	207
UNDERWRITING	209
LEGAL MATTERS	216
EXPERTS	216
WHERE YOU CAN FIND MORE INFORMATION	217
GLOSSARY OF CERTAIN INDUSTRY TERMS	A-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell Class A shares and seeking offers to buy Class A shares only under circumstances and in jurisdictions where such offers and sales are lawful. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A shares. Our business, liquidity position, financial condition, prospects or results of operations may have changed since the date of this prospectus.

This prospectus contains forward‑looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See the sections titled “Risk Factors” and “Cautionary Note Regarding Forward‑Looking Statements.”

i

BASIS OF PRESENTATION

This is the initial public offering of Class A shares of WaterBridge. We were formed on April 11, 2025 by NDB Holdings LLC (“NDB Holdings”), which is indirectly controlled by investment funds affiliated with Five Point (as defined herein) and certain members of our management team. We have not conducted and will not conduct any material business operations prior to the completion of the transactions described under “Corporate Reorganization” (such transactions, the “Corporate Reorganization”) other than certain activities related to, and undertaken in contemplation of, this offering, including the transactions contemplated by the WaterBridge Combination discussed below.

Prior to the Corporate Reorganization, WaterBridge Resources LLC (“WaterBridge Resources”), which is controlled by an investment fund affiliated with Five Point, will form WBR Holdings LLC, a Delaware limited liability company (“WBR Holdings”), and (i) WBR Holdings, (ii) WaterBridge Resources and the other equity holders of WaterBridge Equity Finance LLC (“WBEF”), (iii) NDB Holdings and the other equity holders of NDB Midstream LLC (“NDB Midstream”) and (iv) Desert Environmental Holdings LLC (“Desert Holdings”), the equity holder of Desert Environmental LLC (“Desert Environmental” and, together with WBEF and NDB Midstream, the “Contributed Entities”) intend to complete a series of transactions described under “Summary—WaterBridge Combination” (such transactions, the “WaterBridge Combination”) pursuant to which all of the equity interests in the Contributed Entities will be contributed to WBI Operating LLC, a Delaware limited liability company formed by WBR Holdings (“OpCo”). Immediately following the WaterBridge Combination, OpCo will own all of the existing assets and operations of the Contributed Entities, and WBR Holdings and certain of the current equity owners of the Contributed Entities will own all of the equity interests in OpCo. The Contributed Entities were not under common control for the periods presented and NDB Midstream is the accounting acquirer in the WaterBridge Combination. For additional information, please see “Summary—WaterBridge Combination.”

Following the Corporate Reorganization, WaterBridge will be a holding company, the sole material asset of which will consist of units representing limited liability company interests in OpCo (“OpCo Units”). WaterBridge will also be the sole managing member of OpCo.

Our organizational structure following the Corporate Reorganization will allow us to retain a direct equity ownership in OpCo, which will be classified as a partnership for U.S. federal income tax purposes following the offering. Investors in this offering will, by contrast, hold a direct ownership interest in us in the form of Class A shares, and an indirect ownership interest in OpCo through our ownership of OpCo Units. Although we were formed as a limited liability company, we intend to elect to be classified as a corporation for U.S. federal income tax purposes.

Pursuant to our Operating Agreement and the OpCo LLC Agreement (as defined herein), our capital structure and the capital structure of OpCo will generally replicate one another and will provide for customary antidilution mechanisms in order to maintain the one‑for‑one exchange ratio between the OpCo Units and our Class A shares.

For additional information, please see “Corporate Reorganization” and “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Throughout this prospectus, we present operational and financial information regarding the business of OpCo. This information is generally presented on an enterprise‑wide basis. However, the Class A shares to be issued to the public shareholders in this offering will initially represent a minority economic interest in OpCo. We expect that WBR Holdings and certain of the existing equity owners of the Contributed Entities will initially hold a majority of the economic interest in OpCo, as non‑controlling interest holders, through their ownership of a majority of the OpCo Units outstanding immediately following the closing of this offering. Immediately following this offering, affiliates of Five Point will own a number of Class A shares and Class B shares representing greater than a majority of our outstanding common shares. As a result, Five Point and its affiliates will directly control us and, consequently, will indirectly control OpCo. Because the Class A shares issued in this offering will initially indirectly represent a minority economic interest in OpCo, prospective investors should therefore evaluate performance metrics and financial information in this prospectus accordingly. To the extent that OpCo Units (along with a corresponding number of our Class B shares) are redeemed for our Class A shares (or, at our election, for cash) over time, the relative economic interests of WaterBridge and our public shareholders in OpCo’s economic results will increase relative to those of the other holders of OpCo Units, including Five Point and its affiliates.

ii

Financial and Operating Data Presentation

Unless otherwise indicated, the historical financial and operating data presented herein generally consists of the financial and operating results of WBEF, WaterBridge NDB Operating LLC, a Delaware limited liability company (“NDB Operating”), and Desert Environmental and its subsidiaries. NDB Operating is an indirect, wholly owned subsidiary of NDB Midstream that indirectly owns all of the assets and operations of NDB Midstream. Prior to the WaterBridge Combination, NDB Midstream did not have any material operations, liabilities or assets other than its indirect ownership of NDB Operating. In connection with the WaterBridge Combination, OpCo will directly or indirectly acquire all of the equity interests in the Contributed Entities and their respective subsidiaries, including NDB Operating.

Immediately following the WaterBridge Combination, OpCo will have no operations, income (loss), liabilities or material assets, other than its ownership of all of the outstanding equity interests in the Contributed Entities. Following the WaterBridge Combination, the financial results of WBEF, NDB Operating and Desert Environmental will be included in the consolidated financial results of OpCo, and following this offering, the financial results of OpCo will be included in the consolidated financial statements of WaterBridge.

In certain instances in this prospectus, we present financial and operating data on a “pro forma” or “pro forma, as adjusted” basis, as applicable. As used herein and as applicable based on the periods presented, these references have the following meanings:

•the term “pro forma” when used with respect to financial data refers to the combined historical financial data of WBEF, NDB Operating, Desert Environmental and their respective subsidiaries, as adjusted to give effect to the WaterBridge Combination, unless otherwise indicated; and

•the term “pro forma, as adjusted” when used with respect to financial data refers to the combined historical financial data of WBEF, NDB Operating, Desert Environmental and their respective subsidiaries, as adjusted to give effect to the WaterBridge Combination, the Corporate Reorganization and this offering and the application of the net proceeds therefrom, unless otherwise indicated.

Unless otherwise indicated, pro forma financial data for the year ended December 31, 2024 gives effect to the WaterBridge Combination as if the WaterBridge Combination had been consummated on January 1, 2024, in the case of the statement of operations data. Unless otherwise indicated, pro forma financial data for the three months and six months ended June 30, 2025, respectively, gives effect to the WaterBridge Combination as if the WaterBridge Combination had been consummated on January 1, 2024, in the case of the statement of operations data, and June 30, 2025, in the case of the balance sheet data. Unless otherwise indicated, pro forma, as adjusted, financial data for the year ended December 31, 2024 gives effect to the WaterBridge Combination, the Corporate Reorganization and this offering and the application of the net proceeds therefrom as if each transaction had been consummated on January 1, 2024, in the case of the statement of operations data. Unless otherwise indicated, pro forma, as adjusted, financial data for the three months and six months ended June 30, 2025, respectively, gives effect to the WaterBridge Combination, the Corporate Reorganization and this offering and the application of the net proceeds therefrom as if each transaction had been consummated on January 1, 2024, in the case of the statement of operations data, and June 30, 2025, in the case of the balance sheet data.

The pro forma and pro forma, as adjusted, financial data is presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that would have been achieved if the WaterBridge Combination, the Corporate Reorganization and this offering and the use of proceeds therefrom, as applicable, had taken place on the specified dates. In addition, future results may vary significantly from the results reflected in such pro forma and pro forma, as adjusted, financial data and should not be relied on as an indication of future results. Please refer to our unaudited pro forma condensed combined financial statements and the related notes thereto included elsewhere in this prospectus for additional information.

iii

INDUSTRY DATA

Certain market and industry data and other statistical information used throughout this prospectus have been obtained from the following independent industry sources as well as from research reports prepared for other purposes: (i) B3 Insights; (ii) Enverus; (iii) Pickering Energy Partners; and (iv) Center for Injection and Seismicity Research. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of publicly available industry publications, our internal research and our knowledge of the markets in which we currently operate and, as of the date of this prospectus, anticipate operating in the future. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. Forecasts and other forward‑looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward‑looking statements in this prospectus. While we are not aware of any misstatements regarding the industry data presented herein, this information and these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward‑Looking Statements” in this prospectus.

TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with us or endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names.

iv

SUMMARY

This summary highlights certain information contained elsewhere in this prospectus concerning our business and this offering. Because this is a summary, it may not contain all of the information that may be important to you and to your investment decision in our Class A shares. The following summary is qualified in its entirety by the more detailed information and financial statements and related notes thereto included elsewhere in this prospectus. You should read this entire prospectus carefully and should consider, among other things, the matters set forth in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the historical and pro forma financial statements and related notes thereto included elsewhere in this prospectus before deciding to invest in our Class A shares. In addition, certain statements in this prospectus include forward‑looking information that is subject to risks and uncertainties. See “Cautionary Note Regarding Forward‑Looking Statements” in this prospectus for additional information.

Unless the context otherwise requires, references in this prospectus to “WaterBridge,” the “Company,” “we,” “our,” “us” or like terms refer to WaterBridge Infrastructure LLC and its subsidiaries. When used in a historical context, such terms collectively refer to WaterBridge Equity Finance LLC (“WBEF”), WaterBridge NDB Operating LLC (“NDB Operating”), our predecessors for accounting purposes, and their respective operating subsidiaries. References in this prospectus to “Five Point” refer to Five Point Infrastructure LLC and its managed funds. References in this prospectus to “Legacy WaterBridge” collectively refer to NDB Operating and WBEF, together with their respective operating subsidiaries. See “Glossary of Certain Industry Terms” for other defined terms used in this prospectus.

Unless the context indicates otherwise, the information presented in this prospectus assumes (i) a public offering price of $ per Class A share (the midpoint of the price range set forth on the cover page of this prospectus) and (ii) that the underwriters’ option to purchase additional Class A shares is not exercised.

Company Overview

We are a leading integrated, pure-play water infrastructure company with operations predominantly in the Delaware Basin, the most prolific oil and natural gas basin in North America. We believe that our strategically located network, substantial scale and built-in operational redundancies provide a competitive advantage in attracting customers and allow us to achieve significant operating and capital efficiencies. We operate the largest produced water infrastructure network in the United States through which we provide water management solutions to oil and natural gas exploration and production (“E&P”) companies under long-term contracts, which include gathering, transporting, recycling and handling produced water. As of July 31, 2025, on a pro forma basis, our infrastructure network included approximately 2,500 miles of pipelines and 196 produced water handling facilities, which handled over 2.6 million barrels per day (“bpd”) of produced water for our customers and had more than 4.5 million bpd of total produced water handling capacity. We also operate two energy waste management facilities for the disposal of non-hazardous waste resulting from oil and gas E&P activities, branded under Desert Environmental. Our synergistic relationship with LandBridge Company LLC (NYSE: LB) (“LandBridge”), a leading Delaware Basin land management company, provides us preferential access to significant underutilized pore space in and around the Delaware Basin that is necessary to meet the E&P industry’s evolving water handling needs. We manage our extensive infrastructure network through the use of our fit-for-purpose technology solutions, including our state-of-the-art centralized operations center and proprietary water forecasting platform, which enable us to monitor, measure and forecast water volumes in real-time across our infrastructure network and provide our customers with reliable and efficient water management solutions.

The transportation, treatment and handling of produced water is crucial to oil and natural gas production. Water naturally exists in subsurface geologic formations that contain oil and natural gas deposits and is produced alongside, and typically in higher volumes than, hydrocarbons throughout the full life cycle of oil and natural gas wells. Produced water must be reliably separated and handled in order for these wells to be brought online and remain in production. From 2014 to 2024, produced water in the Delaware Basin grew from approximately 1.6 million bpd to approximately 13.2 million bpd, a compound annual growth rate (“CAGR”) of approximately 21%, outpacing the approximately 2.9 million bpd of oil production growth over the same period by approximately 8.8 million bpd. Due to the significant produced water volumes in the Delaware Basin in particular, our operations are critical to the ability of E&P companies to develop and produce oil and natural gas over the life cycle of a well.

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Our customers include some of the most active and well-capitalized E&P companies in the areas in which we operate, including BPX Energy Inc. (“bpx energy”), Chevron Corporation, subsidiaries of Devon Energy Corporation (Devon Energy Corporation, together with its wholly owned subsidiaries, “Devon”), EOG Resources, Inc. and Permian Resources Corporation. We serve our customers primarily under long-term, fixed-fee contracts that contain acreage dedications or minimum volume commitments (“MVCs”), with annual fee escalators tied to the Consumer Price Index (“CPI”) or similar inflation index. Many of our long-term, fixed-fee contracts also include areas of mutual interest (“AMIs”) that grant us the right to provide water management solutions on any leases or oil and natural gas wells subsequently acquired or operated by a customer within a specified area. Our long-term contracts are generally structured similarly to crude oil gathering contracts, and in most cases, we receive water volumes from our customers at a central gathering facility at the same point where crude oil gathering providers receive their respective crude oil volumes. Additionally, our long-term contracts typically grant us the exclusive right to provide water management solutions for all produced water volumes from our customers’ oil and natural gas wells located within the dedicated acreage, and customers are typically required to either deliver all dedicated volumes to us or pay us a fee for any diverted dedicated volumes. For the six months ended June 30, 2025, on a pro forma basis, we generated approximately 77% of our revenues under long-term, fixed-fee contracts. As of June 30, 2025, the weighted average remaining term of our long-term, fixed-fee contracts was approximately 11 years. For the six months ended June 30, 2025, on a pro forma basis, we generated approximately 51% of our water-related revenues from our top five customers and approximately 73% of our water-related revenues were generated from well-capitalized, creditworthy customers rated BB- or higher.

Note: Based on water-related revenues.

We believe that our proprietary data analysis technology, which we refer to as our WAVE platform, further differentiates us from our competitors. WAVE is a fully customized water forecasting software platform that we developed around our assets and our customers. The platform facilitates data gathering, logistics optimization and scenario planning in order to enhance capital efficiency across our entire network. WAVE information outputs provide insights into system capacities and forecasted production, which we make available to our customers. We believe that the WAVE platform provides us with a unique competitive advantage that allows us to work collaboratively with our customer base, optimizing field development in both the short and long term. By allowing us to more accurately determine the necessary timing and size of each system expansion, we are able to actively manage volumes and address projected system constraints in a more timely and cost-efficient manner.

We developed our infrastructure network with operational redundancies designed to ensure we deliver water management solutions during maintenance activities or other temporary interruptions, providing our customers the assurance that we will handle their water management needs reliably and consistently. This flow assurance is of paramount importance to E&P companies because any prolonged interruption in produced water handling necessitates curtailing oil and natural gas production from affected wells, resulting in lower production volumes and

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decreased revenue for the producer. Our proprietary WAVE technology and centralized operations center further enhance our ability to provide flow assurance to our customers by allowing real-time monitoring and optimization of our water management operations via a network of sensors, meters, cameras, in-field computers and private radio tower infrastructure. We believe that our ability to provide reliable flow assurance is a competitive advantage that enables us to attract new customers and obtain additional business from existing customers. We believe our large-scale network and built-in operational redundancies provide a competitive advantage relative to the alternatives available to E&P companies, including developing their own water management infrastructure networks, which requires significant capital investment. We also believe that our existing footprint provides us with significant growth opportunities to expand our current dedicated acreage and broaden our customer base.

We share a financial sponsor, Five Point, and our management team with LandBridge. As of July 31, 2025, LandBridge owned approximately 277,000 surface acres in and around the Delaware Basin. Five Point and our management team initially formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of our large-scale water infrastructure network, including by providing access to pore space for handling produced water that has been gathered and transported on our pipelines. Additionally, these relationships provide our shared management team visibility into key areas of oil and natural gas production and long-term trends that have materialized into commercial successes for us, including a strategic partnership with Devon and recent commercial agreements with bpx energy. We have rights to develop produced water handling facilities on a significant portion of LandBridge’s surface acreage, including approximately 1.1 million bpd of existing produced water handling capacity and approximately 2.4 million bpd of additional permitted capacity available for future development, in each case as of July 31, 2025, on a pro forma basis.

In 2023, we entered into a long-term strategic partnership with Devon pursuant to which Devon committed all its produced water within a large AMI, including an initial dedication of approximately 52,000 acres, and contributed to us 18 produced water handling facilities with approximately 375,000 bpd of permitted capacity and approximately 210 miles of produced water pipelines for gathering, transportation, disposal and reuse in exchange for an equity interest in one of our predecessor companies. Following the WaterBridge Combination and our Corporate Reorganization (each as defined below), Devon will own Class B shares, representing % of our common shares, and an approximate % interest in OpCo.

Our organizational structure following the offering and the Corporate Reorganization is commonly referred to as an umbrella partnership-C corporation (or “Up-C”) structure. Pursuant to this structure, following this offering we will hold a number of OpCo Units equal to the number of our issued and outstanding Class A shares, and holders of OpCo Units (each, an “OpCo Unitholder”) (other than us) will hold a number of OpCo Units equal to the number of our issued and outstanding Class B shares. The Up-C structure was selected in order to (i) provide our Existing Owners with an option to continue to hold their economic ownership interests in our business in “pass-through” form for U.S. federal income tax purposes through their ownership of OpCo Units and (ii) potentially allow our Existing Owners and us to benefit from certain net cash tax savings that we might realize in the future, as more fully described in the subsection titled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Our Assets

We operate the largest integrated produced water infrastructure network in the United States. Our current areas of operation include the Delaware Basin in West Texas and New Mexico, the Eagle Ford Basin in South Texas and the Arkoma Basin in Oklahoma. From January 1, 2018 to July 31, 2025, we constructed approximately 965 miles of pipelines and 65 produced water handling facilities across our areas of operation. As of July 31, 2025, on a pro forma basis, our infrastructure network included approximately 2,500 miles of pipelines and 196 produced water handling facilities with more than 4.5 million bpd of produced water handling capacity supported by approximately 2.3 million acres dedicated to us under long-term, fixed-fee contracts with E&P companies. This network is supported by our field personnel and automated in-field equipment, including pumps, valves and cameras that are managed by our operations center on a continuous basis. Desert Environmental, our energy waste management business, operates two energy waste management facilities for the disposal and handling of non-hazardous waste in the Delaware Basin.

We and LandBridge also entered into agreements with Texas Pacific Land Company (“TPL”), one of the largest landowners in Texas, to provide reciprocal crossing rights across an approximately 64,000 acre AMI near and along the Texas-New Mexico state border that, together with our access to LandBridge’s surface acreage, provides us access to semi-contiguous, or checkerboarded, acreage necessary to develop large scale water infrastructure assets in the area. Through these agreements, we have access to TPL’s surface within the AMI for pipeline rights of way and the right to operate produced water handling facilities within the AMI as well as the exclusive right to market and sell produced water within the AMI, subject to customary royalty and revenue-sharing payments. As of July 31, 2025,

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we have constructed approximately 700,000 bpd of produced water handling capacity within the AMI, with approximately 500,000 bpd of additional permitted capacity available to us within the AMI for future development.

In January 2025, we announced commercial agreements with bpx energy that include 10-year MVCs to support our long-term development plans in the Delaware Basin. In connection with these commercial agreements, we agreed to construct large-diameter transportation pipelines and additional handling facilities, which we refer to as the “bpx energy Project,” in order to transport and handle produced water from bpx energy’s development locations in Reeves County, Texas. This infrastructure was completed in July 2025 and includes initial capacity of approximately 450,000 bpd, with the ability to increase capacity to approximately 600,000 bpd.

On April 1, 2025, we announced the launch of an open season to solicit commitments from E&P companies to support our construction of a large diameter transportation pipeline, which we refer to as the “Speedway Pipeline,” that will extend across the northern Delaware Basin and connect Eddy and Lea counties to out-of-basin pore space in the Central Basin Platform owned by LandBridge. If it is completed, we expect that the Speedway Pipeline will provide access to approximately 1.0 million bpd of approved produced water capacity in the Central Basin Platform and will enhance flow assurance and redundancy for our customers utilizing LandBridge’s significant pore space capacity.

In August 2025, we entered into a 10-year commercial agreement with Devon Energy Production Company, L.P. that includes a 7.5-year MVC, commencing on April 1, 2027, for the transportation and handling of Devon produced water volumes from certain development locations in Eddy and Lea counties, New Mexico. As part of this agreement, we agreed to construct certain large diameter pipelines and related handling facilities to transport Devon’s produced water to pore space leased by Devon from LandBridge in Loving and Andrews counties, Texas. A portion of these pipelines will constitute a segment of the Speedway Pipeline.

The construction and commissioning of any expansion project, including the Speedway Pipeline, is subject to numerous uncertainties, and we can provide no assurances that any such project will be executed on the terms or on the timetables estimated for such expansion project.

The table below includes a summary of our operating assets, produced water handling capacity, acreage dedications, AMI acres and percentage of produced water handling volumes by area of operation as of July 31, 2025, each on a pro forma basis.

	Pipeline Miles(1)(2)		Water Handling Facilities(2)(3)	Handling Capacity (Bbl/d)		Acreage Dedications (acres)		AMI Acres		Percentage of Water Handling Volumes
Delaware
Operating		1,767	166		3,906,850		726,884		2,811,768		88.0	%
Under Development		106	1		35,000	—		—		—
Total Delaware		1,873	167		3,941,850		726,884		2,811,768		88.0	%
Eagle Ford
Operating	457		18		412,500		874,304		880,299		10.0	%
Under Development	—		—	—		—		—		—
Total Eagle Ford	457		18		412,500		874,304		880,299		10.0	%
Arkoma
Operating	270		12		195,440		733,069		2,623,209		2.0	%
Under Development	—		—	—		—		—		—
Total Arkoma	270		12		195,440		733,069		2,623,209		2.0	%
Combined Total		2,600	197		4,549,790		2,334,257		6,315,276		100.0	%

(1)Excludes gas transportation pipelines.

(2)Includes assets that have been publicly announced or that are under construction and are expected to be placed into service in 2025.

(3)Includes produced water disposal wells and other recycling and reuse facilities.

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Note: As of July 2025. The Speedway Pipeline project is currently under development and construction is dependent on future commercialization and market viability.

In total, our integrated infrastructure network allows us to offer a full suite of end-to-end produced water management solutions, making us a single source provider of solutions for our E&P customer universe. Our extensive asset base provides us the ability to gather produced water directly from third-party producing well sites. From there, we are able to transport produced water volumes to our water handling facilities, where we remove mineral solids and any residual skim oil from the water. Once the water has been processed at our water handling facilities, we either dispose of the water via underground injection or recycle the water through our water recycling facilities for use in drilling and completion operations. We believe that there will be future opportunities for the beneficial reuse of water for agricultural and industrial purposes, which could provide us with additional revenue opportunities. While these additional use cases are unlikely to materialize at scale in the near-term, we evaluate new opportunities on an ongoing basis, and we believe that we are well positioned to take advantage of such opportunities given our extensive infrastructure network, industry experience and access to LandBridge’s surface.

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The following diagram illustrates the breadth of our operations and how they interconnect with the drilling operations of our E&P customers.

Our produced water infrastructure network is an integral part of the oil and gas production process. This process begins with in-field gathering from E&P well pads, where water is produced alongside hydrocarbons throughout the lifecycle of an oil and gas well. Our infrastructure typically connects to our customer’s field operations at or near central gathering facilities (“CGFs”). We receive produced water via pipeline interconnections located at CGFs or wellhead receipt points, typically constructed and operated by E&P customers that aggregate and process production from multiple wells. Thereafter, produced water is transported to our water handling facilities or delivered for reuse for well completions directly from our integrated pipeline network. At our water handling facilities, the produced water is processed by removing skim oil and solids, and then the majority of produced water is sequestered underground with the remainder of the produced water being reused or recycled. To meet significant and growing demand for water reuse and recycling, we have strategically co-located recycling infrastructure with produced water handling facilities to optimize costs, with risers located approximately every mile along our pipeline infrastructure which allow our E&P customers ease of access to our integrated pipeline network for both delivery and reuse.

Our Business Model

Our business model focuses on establishing long-term operating relationships with E&P companies to develop water infrastructure solutions throughout the full life cycle of their oil and natural gas wells. These relationships are generally characterized by long-term, fixed-fee customer contracts, with 69% of such contracts having an initial primary term of at least 15 years. As of June 30, 2025, our long-term, fixed-fee customer contracts had a weighted average remaining life of approximately 11 years and included approximately 2.3 million acres dedicated to us. We plan to grow our business by maintaining our track record of prudent capital allocation, relying on our management team’s expertise in developing, acquiring, integrating and operating water infrastructure assets and entering into additional long-term agreements that include acreage dedications or MVCs with new and existing customers as we expand our water infrastructure network.

We believe that our customers choose to partner with us because of the flow assurance we provide and the capital efficiencies offered by a scalable water handling network that aggregates volumes from multiple producers. We have built substantial redundancies in our infrastructure network and developed an industry-leading, proprietary technology platform, allowing us to maintain a 99.7% average operational up-time. The challenges of developing a single

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producer network have grown as E&P companies have shifted to larger pad developments with more wells drilled from a single pad and longer horizontal laterals, resulting in greater volumes of water concentrated within a given surface location. An E&P company must shut-in oil and natural gas production if it does not have reliable offtake for its produced water volumes, which provides a significant economic incentive to ensure reliable produced water handling capacity. While many E&P companies initially developed and operated their own localized produced water handling networks given the importance of flow assurance to their production operations, we believe that the capital expenditures required to develop a single-producer water infrastructure network that is capable of handling pad development and significantly higher initial production volumes is an inefficient use of capital for E&P companies. By aggregating volumes from multiple producers, a third-party network can realize higher utilizations and improve the economics of infrastructure development, allowing E&P customers to redeploy capital for use in development and production activities instead of developing and maintaining water infrastructure.

We manage our extensive infrastructure network through the use of our state-of-the-art centralized operations center. Our operations center is the purpose-built centralized communication hub for our business and is responsible for coordinating activities between our field operations and external stakeholders. Our operations center is staffed 24 hours per day, seven days per week and enables us to continually monitor data from various devices to ensure we are able to promptly detect and respond to any anomalies or emergencies. This includes tracking pressures, temperatures, flow rates, mechanical equipment and alarms, with the ability to control over 10,000 direct control inputs per month. We have over 800 live camera feeds that are continuously monitored and assist in our detection efforts. This infrastructure allows us to achieve a less than 2% error rate in monitoring volumes into and off our system, a figure we believe is industry leading. We employ a number of different monitoring systems, such as camera leak detection artificial intelligence (“AI”) and optical gas imaging, designed to ensure the safety of our people, our assets and our environment.

In addition to field coordination and safety management, our operations center includes field automation capabilities through which we remotely optimize injection, improve efficiency and reduce costs. Such adjustments include remotely controlling the speed of pumps, opening and closing valves, regulating automation setpoints and optimizing electrical power usage. Through these comprehensive monitoring and optimization efforts, we believe that our operations center has provided us with significant financial benefits in reduced labor costs and operational efficiencies.

Our long-term contracts are structured similarly to traditional crude gathering contracts. Key features of our long-term contracts include:

•Long Term – an initial term of 15 years for a majority of our long-term contracts, with a weighted-average remaining term of approximately 11 years as of June 30, 2025;

•Fixed Fee – a per-barrel fixed fee charged to transport and handle produced water volumes;

•Acreage Dedications and AMIs – dedications of large acreage positions in which, other than diverted volumes described below, all produced water is required to be handled by our integrated network and, for certain of our contracts, AMIs designating areas in which producers will dedicate subsequently acquired or leased acreage and oil and natural gas wells to us;

•MVCs – for certain of our contracts, MVCs, which require our customers to deliver, or pay for the delivery of, certain minimum volumes of produced water over specific time periods, which often serve to underwrite return thresholds on initial capital outlays and are intended to generate predictable cash flows;

•Fee Escalators – annual fee escalation tied to the CPI or similar inflation index for substantially all of our long-term contracts; and

•Fees for Diverted Volumes – a per-barrel fixed fee for produced water volumes diverted by customers subject to acreage dedications prior to delivery to us, or redelivered by us, or for use in drilling and completion operations, which fees approximate or exceed the same net margin we would have received had we transported and handled the diverted or redelivered volumes. In addition, we typically receive the exclusive right to recycle produced water volumes generated by our customers from their dedicated acreage.

In addition to organic growth opportunities, we routinely evaluate opportunities to acquire produced water assets owned by E&P companies or third-party water infrastructure companies. We believe that scale is critical for operational and capital efficiency of water handling and that there will be opportunities to expand our existing network through opportunistic acquisitions. Several of our customers commenced or expanded their commercial relationship with us by selling their water assets to us and signing long-term contracts in connection with the sale. We expect to continue to prioritize acquisitions of producer-owned water infrastructure assets over third-party assets due, in part, to the opportunity to enter into favorable long-term contracts as part of the transaction.

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Sources of Revenue

We generate revenue primarily by charging produced water handling fees for transporting produced water for disposal into our produced water handling facilities and, to a lesser extent, by providing raw or recycled produced water to customers for reuse in drilling and completion operations. By focusing on produced water handling, our revenues are tied primarily to the long-life production of oil and natural gas wells rather than drilling activity, which can be more cyclical in nature.

We report our revenue in the following categories.

•Produced Water Handling. We charge a fixed fee whether produced water is handled by our produced water handling facilities or recycled. Under some of our customer contracts, we receive separate fees for transportation and handling or recycling of produced water, while in other contracts we receive a combined fee for both services. Our results are driven primarily by the fees we charge and the volumes of produced water transported for handling or recycling on our network. We also sell oil recovered as a byproduct of the produced water we handle, which is referred to as skim oil.

•Water Solutions. We sell brackish and produced water to our customers for use in their drilling and completion operations. We also provide produced water treatment and recycling services and sell recycled water to our customers for use in drilling and completion operations. We charge contracted fees per barrel of water sold.

•Other. In the Arkoma Basin, we receive fees for gas transportation services. In the Delaware Basin, we receive fees by providing solid waste management and reclamation services. We do not expect gas transportation fees and solid waste and reclamation fees to comprise a significant portion of our future revenues.

Financial Performance

	WBEF						NDB Operating						Pro Forma		Pro Forma, as adjusted
	Three Months Ended June 30,		Six Months Ended June 30,		Year Ended December 31,		Three Months Ended June 30,		Six Months Ended June 30,		Year Ended December 31,		Six Months Ended June 30,	Year Ended December 31,	Six Months Ended June 30,	Year Ended December 31,
	2025	2024	2025	2024	2024	2023	2025	2024	2025	2024	2024	2023	2025	2024	2025	2024
(Dollars in thousands, except per barrel data)
Total revenues	$86,139	$85,241	$166,335	$167,845	$329,416	$364,463	$95,512	$73,884	$193,422	$139,285	$316,296	$200,767	$374,876	$662,164	$374,876	$662,164
Net (loss) income	$(15,607)	$(20,065)	$(29,821)	$(44,503)	$(76,803)	$(6,339)	$7,125	$(4,173)	$8,836	$(842)	$2,992	$14,667	$(38,000)	$(112,274)	$(34,268)	$(92,920)
Net (loss) income margin	(18)%	(24)%	(18)%	(27)%	(23)%	(2)%	7%	(6)%	5%	(1)%	1%	7%	(10)%	(17)%	(9)%	(14)%
Adjusted EBITDA (1)	$49,347	$49,045	$92,881	$95,131	$191,225	$218,296	$40,568	$33,761	$90,681	$65,796	$149,740	$95,160	$192,375	$347,100	$192,375	$347,100
Adjusted EBITDA Margin (1)	57%	58%	56%	57%	58%	60%	42%	46%	47%	47%	47%	47%	51%	52%	51%	52%
Gross margin	$22,108	$27,359	$43,522	$51,240	$91,295	$126,644	$25,493	$20,936	$60,416	$38,245	$88,448	$55,302	$84,560	$130,652	$84,560	$130,652
Adjusted Operating Margin (1)	$54,024	$54,960	$102,820	$106,671	$211,343	$237,740	$46,641	$38,912	$102,602	$75,188	$166,763	$103,738	$215,961	$385,979	$215,961	$385,979
Daily produced water handling volumes (MBbls)	1,162	1,156	1,117	1,141	1,122	1,214	1,213	920	1,205	884	1,002	687	2,322	2,124	2,322	2,124
Total volumes (MBbls)	112,621	112,760	219,135	222,608	433,616	493,551	129,549	103,366	271,244	192,115	428,652	289,888	490,379	862,268	490,379	862,268
Adjusted Operating Margin/Barrel (1)	$0.48	$0.49	$0.47	$0.48	$0.49	$0.48	$0.36	$0.38	$0.38	$0.39	$0.39	$0.36	$0.44	$0.45	$0.44	$0.45
Net Debt (1)	$1,145,105		$1,145,105		$1,114,354	$1,104,631	$628,833		$628,833		$596,090	$325,268	$1,785,035		1,556,990
Ratio of Net Debt to Annualized Adjusted EBITDA	5.80x		6.16x		5.83x	5.06x	3.88x		3.47x		3.98x	3.42x	4.64x		4.05x

(1)Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Margin, Adjusted Operating Margin per Barrel, and Net Debt are Non-GAAP financial measures. See “—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures.

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Industry Summary

The underlying industry of our customer base is the upstream oil and natural gas sector in the United States, which includes major producing regions across the country. Our operations are centered in the Delaware Basin, a sub-basin of the Permian Basin, the most active oil and natural gas producing region in the United States. With 38% of current onshore rigs, the lowest break-even operator economics and approximately 33,000 remaining economic locations (the most out of any Lower 48 basin), the Delaware Basin is the most prolific oil and natural gas basin in North America. The Delaware Basin in particular has experienced significant growth over the past decade, with oil production increasing more than eight-fold since 2014 and water production following a similar trajectory. This growth is driven primarily by drilling activity from large, well-capitalized upstream producers, many of whom are our significant customers. We believe that our integrated water infrastructure network and comprehensive water handling solutions position us as an ideal partner to support these producers’ operations.

The Permian Basin, and specifically the Delaware Basin, has consistently attracted substantial drilling activity, even amidst varying commodity prices and macroeconomic conditions. As of June 30, 2025, there were 244 drilling rigs in the Permian Basin, representing 61% of all rigs running in the United States, with 143 rigs running in the Delaware Basin alone, according to Enverus.

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® July 2025.

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® July 2025. (1) YTD 2025 as of June 2025.

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As presented in the below charts, the intensity of drilling activity generally corresponds to the concentration of original oil in place.

Wolfcamp A Original Oil in Place

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® June 2025.

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Last 24 Months Rig Intensity

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® June 2025.

The region has seen significant advancements in drilling efficiency, largely due to pad development and technological innovations, which have increased the number of wells turned-in-line (“TIL”) per rig. This efficiency is crucial as it allows for the maximization of production and well economics, further driving the demand for effective water management solutions.

Water management is a critical component of upstream oil and natural gas operations, particularly in unconventional basins like the Permian. The process involves the supply of water for hydraulic fracturing, the separation and disposal of produced water, and increasingly, the recycling of produced water for reuse. Water management costs represent a significant portion of upstream producers’ lease operating expenses (“LOE”), particularly in the Delaware Basin, where they can account for 30 to 40% of total LOE. As producers continue to extend lateral lengths and increase production, the demand for efficient water management solutions is expected to grow, underscoring the importance of our operations in supporting the industry’s evolving needs.

As discussed above, flow assurance is of paramount importance to E&P companies because any prolonged interruption in produced water handling can lead to lower oil and natural gas production. As a result, E&P companies recognize the critical nature of having robust water management infrastructure in place to support their operations. According to the Federal Reserve Bank of Dallas, as of the first quarter of 2025, approximately 74% of executives from 104 surveyed E&P companies anticipate drilling and completion constraints in the Permian Basin within the next five years due to insufficient produced water infrastructure. Industry leaders continue to pay close attention to the availability and limitations of water infrastructure systems serving active basins and are eager to partner with water infrastructure operators that can provide reliable produced water handling solutions.

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The Railroad Commission of Texas (the “TRRC”), the primary regulatory body for oil and gas exploration, production and transportation in Texas, including well regulation, recently issued updated permitting guidelines for produced water handling facilities in the Permian Basin that went into effect on June 1, 2025. The guidelines apply to new and amended produced water handling facility permit applications for all industry operators in the basin and introduce and expand restrictions on the location and operations of new and amended water handling facilities with the intent to mitigate and avoid issues that can arise in areas with high pore pressure in the underlying geologic formations. In general, these guidelines should encourage less geographic concentration of produced water handling facilities in the Permian Basin.

We believe these guidelines enhance the value of our large-scale, integrated water infrastructure platform because we are well-positioned to move produced water volumes away from areas with high pore pressure to areas with underutilized pore space and correspondingly lower pore pressure. Furthermore, because of our preferential access to LandBridge’s surface acreage, which benefits from having underutilized pore space, and our existing water handling facility permits in low pore pressure areas, we expect to be able to continue to dispose of produced water volumes in compliance with these guidelines.

Source: New Mexico Oil Conservation Division and B3 Insights and Pickering Energy Partners analysis. (1) YTD 2025 as of June 2025.

From January 1, 2025 through June 30, 2025, we obtained 18 produced water injection permits, which represents 37% of the total permits approved by the Texas and New Mexico state regulatory agencies for the Delaware Basin during that period.

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® July 2025. (1) Permits submitted as of June 2025.

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Growth Trends of Produced Water

The Delaware Basin has experienced significant growth in oil and natural gas production activity over the last four years, with approximately 33% and 31% growth in wells brought online and active drilling rigs, respectively, according to Enverus. We believe that this growth in production activity will require increased produced water handling capacity, as the amount of produced water from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production. Specifically, for every barrel of oil produced in the Delaware Basin in 2024, approximately 3.7 barrels of associated water were produced, according to Enverus. Produced water volumes have increased as oil and natural gas production has increased in the Delaware Basin over the last several years. From 2014 to 2024, produced water in the Delaware Basin grew from approximately 1.6 million bpd to approximately 13.2 million bpd, a CAGR of approximately 21%. Historical and forecasted Delaware Basin produced water volumes as of December 31, 2024, including the anticipated incremental increase in produced water volumes that could be recycled or handled in existing or new produced water handling facilities, are shown in the graphic below, in each case according to Pickering Energy Partners and B3 Insights.

Delaware Basin Produced Water Volumes

Note: As of June 30, 2025. Source: B3 Insights and Pickering Energy Partners analysis.

The amount of available pore space and the permeability of a geological formation are essential for successful produced water injection. Porosity affects storage capacity and permeability affects fluid movement, while both together affect formation pressure. Lower formation pressure allows for more water to be injected, and as more volume is injected into the geological reservoir, formation pressure increases. Once a certain limit of formation pressure is reached, injection is limited both operationally and by the applicable injection permits issued by state regulatory agencies. Produced water handling facilities are legally constrained by permitted maximum daily injection rates and maximum wellhead pressures. In some instances, the operational capacity of a produced water handling facility is restricted by formation pressure, preventing the facility from achieving its full permitted capacity. The sequestration of produced water volumes in high pore pressure areas is operationally restricted due to a lack of available pore space for the injected water. These operational capacity restrictions are more common in geographic regions with higher concentrations of produced water handling facilities. Continued injection of produced water in these regions is expected to further increase formation pressure and result in further declines in these facilities’ operational capacities over time. There are two sandstone formations in the Delaware Basin that are suitable for long-term produced water injection: a relatively shallower layer called the Delaware Mountain Group, which is located approximately 4,500 to 7,500 feet below the surface on average, with thickness of 2,500 to 3,000 feet on average, and a deeper layer called the Ellenburger Group, which is located approximately 12,000 to 17,000 feet below the surface on average.

In the absence of any new development of produced water handling facilities, the Delaware Basin is projected to have constrained water handling capacity by 2029. Under this scenario, beginning in 2025, incremental produced water volumes will need to be recycled, as the availability of produced water facilities will not be sufficient to keep up

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with demand for produced water handling capacity. In the absence of adequate recycling demand and produced water handling capacity, operators may have to shut-in production or delay completion of new wells, as they will not have sufficient available capacity for the handling of their produced water volumes.

Permian Basin Water Volumes by Handling Method vs. Operational Produced Water Handling Capacity (million bpd)

Note: As of June 30, 2025. Source: B3 Insights and Pickering Energy Partners analysis. (1) Assumes a 20% decrease in basin wide operational produced water handling capacity to account for logistical inefficiencies within the Permian Basin; (2) Based on the 2023-2024 average number of new produced water handling facilities per year; (3) Sub-plays are limited to two total produced water handling facilities and shallow production wells per section, and there are assumed to be no new shallow production wells drilled; (4) Assumes zero new deep production wells will be drilled.

Produced water handling facilities and their access to specific geologic zones are regulated at the state level and are required to meet guidelines imposed by the relevant state agencies. Because the Delaware Basin straddles the Texas-New Mexico state border, the planning, permitting and building of water infrastructure is dependent upon the laws and regulations of either Texas or New Mexico. Historically, Texas has had a more supportive regulatory and permitting environment than New Mexico, and consequently, there has been more limited growth in produced water handling capacity in New Mexico because of fewer new produced water handling permit approvals. As a result, producers have been injecting produced water associated with New Mexico oil and gas production in Texas, especially along the Texas-New Mexico state line, causing increased pore pressure in high activity areas.

Note: As of June 30, 2025. Source: B3 Insights and Pickering Energy Partners analysis.

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The Stateline AOI shown in the graphic below is projected to remain the highest demand produced water handling area within the Delaware Basin over the next 10 years according to Pickering Energy Partners and B3 Insights, primarily due to its close proximity to E&P development in New Mexico. However, produced water handling capacity in this area is projected to decline at a rate approximately 70% faster than that of the broader Delaware Basin according to Pickering Energy Partners and B3 Insights, largely driven by regulatory constraints stemming from over-concentration of injection, leading to high pore pressure. We proactively addressed this issue by strategically securing approximately 2.2 million bpd of permitted capacity across low pore pressure areas within and adjacent to the Stateline AOI as of July 31, 2025 as an alternative produced water handling solution for E&P operators. Furthermore, as of July 31, 2025, we are actively working to obtain approximately 2.0 million barrels per day of additional permitted capacity in such low pore pressure areas, positioning us to address future water handling demand within the Delaware Basin.

Stateline AOI Will See Significant Reduction in Disposal Capacity

Note: As of July 31, 2025. Source: B3 Insights Pressure and Capacity Forecast, Permian Basin, 2025.

Assets and Pore Pressure in Delaware Basin Stateline AOI

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® June 2025 and B3 Insight Pressure and Capacity Forecast, Permian Basin, 2025.

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Delaware Basin Produced Water is Expected to Outpace Disposal Capacity

Note: As of July 31, 2025. Source: B3 Insights Pressure and Capacity Forecast, Permian Basin, 2025.

Our existing and planned water infrastructure buildout is designed to facilitate the movement of produced water volumes from New Mexico to Texas, where our water handling facilities can sequester produced water volumes more readily, and from areas of high pore pressure within Texas to areas with underutilized pore space.

Note: As of July 31, 2025.

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Our Relationship with LandBridge

We share a financial sponsor, Five Point, and our management team with LandBridge. As of July 31, 2025, LandBridge owned approximately 277,000 surface acres in and around the Delaware Basin. Five Point and our management team initially formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of our large-scale produced water infrastructure.

We believe that expected future growth of produced water volumes in the Delaware Basin will require additional, underutilized pore space to allow for proper sequestration. LandBridge’s surface acreage is strategically located in proximity to significant producer activity and has access to largely underutilized pore space, offering critical capacity for produced water handling. As of July 31, 2025, on a pro forma basis, we operated approximately 1.1 million bpd of produced water handling capacity on LandBridge’s surface acreage, with approximately 2.4 million bpd of additional permitted capacity available to us for future development. We have exclusive rights to construct up to 30 initial produced water handling facilities on a portion of LandBridge’s surface acreage located along the eastern portion of the Texas-New Mexico state border, with contracted access for additional facilities in excess of that amount. We believe that our relationship with LandBridge and our preferential access to largely underutilized pore space, when combined with our management team’s extensive experience in the produced water industry, are competitive strengths.

Our Relationship with Five Point

Five Point is a private equity and infrastructure investor with 13 years of sector specialization focused on building water management, surface management, powered land, and sustainable infrastructure businesses in North America. The firm was founded by industry veterans with over 150 years of direct industry experience and is managed by partners with over 60 years of combined experience in successfully investing in, building, and running infrastructure companies. Five Point’s strategy is to buy and build assets, create companies, and grow them into sustainable enterprises with premier management teams and industry-leading partners. Based in Houston, Five Point targets equity investments ranging from approximately $50 million to $1 billion and, as of June 30, 2025, had approximately $8.5 billion of assets under management across multiple investment funds. Five Point’s investments include numerous other portfolio companies, including LandBridge, PowerBridge LLC (“PowerBridge”), Deep Blue Midland Basin LLC (“Deep Blue”) and San Mateo Midstream, LLC (“San Mateo Midstream”), a midstream strategic joint venture with Matador Resources Company (“Matador”). Immediately following this offering, investment funds managed by Five Point will indirectly own a majority of our common shares and will continue to own a majority of the common shares of LandBridge.

Our Relationship with Devon

We entered into a long-term, strategic partnership with Devon in the Delaware Basin in 2023. In connection with that transaction, we and Devon entered into a long-term agreement pursuant to which Devon committed to us all of its produced water within a large AMI, including an initial dedication of approximately 52,000 acres, and contributed 18 produced water handling facilities with approximately 375,000 bpd of permitted capacity and approximately 210 miles of produced water pipelines for gathering, transportation, disposal and reuse in exchange for an equity interest in our predecessor. For the six months ended June 30, 2025, Devon was one of our largest customers by volume and accounted for approximately $49.4 million of our pro forma water-related revenues, which represented approximately 14% of our total pro forma water-related revenues for the year.

Following the WaterBridge Combination and our Corporate Reorganization, Devon will own Class B shares, representing % of our common shares, and an approximate % interest in OpCo.

Competitive Strengths

Our business has a number of competitive strengths, including the following:

•Extensive, Difficult-to-Replicate, Strategically Located Water Infrastructure Network. We operate the largest produced water infrastructure network in the United States, with a network of pipelines, produced water handling facilities and other infrastructure assets predominantly located in the prolific Delaware Basin. Our extensive asset base, consisting of, as of July 31, 2025 (on a pro forma basis), approximately 2,500 miles of pipeline, 196 produced water handling facilities and more than 4.5 million bpd of produced water handling capacity, positions us to efficiently gather, transport, recycle and handle produced water across approximately 2.3 million acres currently dedicated to our infrastructure network. Our extensive infrastructure network allows us to achieve economies of scale, reducing operational costs and enhancing the solutions we are able to offer to our customers. We believe that our infrastructure network is difficult to replicate given its scale and strategically

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advantaged location, which provide us with substantial opportunities for growth and enable us to increase the acreage dedicated to us and diversify our customer base. We provide a full suite of water handling and supply solutions to our customers and continue to explore ways to support their future growth.

We believe that the further development of the Delaware Basin will be heavily dependent on the presence of an expansive and reliable water infrastructure network with sufficient access to underutilized pore space. Our network is critical to the operations of E&P producers in the Delaware Basin, without which we believe that the basin’s expected continued growth trajectory would not be achievable.

•Access to Additional Pore Space Supporting New Disposal Capacity. We believe that the expected future growth of produced water volumes in the Delaware Basin will require access to additional, underutilized pore space. The strategic positioning of our water infrastructure network across the Delaware Basin, combined with our relationship with LandBridge, positions us to capture a large portion of these incremental volumes.

Through our strategic relationship with LandBridge, we have access to approximately 240,000 acres in and around the Delaware Basin, including preferential access to approximately 150,000 acres. Additionally, our agreements with TPL provide us access to an approximately 64,000 acre AMI near and along the Texas-New Mexico state border in which TPL and LandBridge have granted us the right to operate produced water facilities. We believe that these areas are well-suited for new produced water handling capacity with significant, historically underutilized pore space at relatively shallower depths across a broad geographic area. Additionally, many areas with high drilling activity in the Delaware Basin are facing water saturation due to the filling of pore space with produced water volumes. Our existing rights to LandBridge’s surface acreage and our agreements with TPL enable us to provide reliable access to underutilized pore space for produced water handling, which is a critical resource for producers in the Delaware Basin to sustain their operations. A significant portion of this pore space is located out-of-basin in the Central Basin Platform, away from existing production, drilling and injection locations, which we believe will provide further flow assurance for our customers. Furthermore, these surface areas are primarily located in Texas, which has proven to be a supportive regulatory and permitting environment for both water infrastructure and oil and natural gas development in general.

As demand for effective, reliable water management increases, our ability to access areas capable of handling substantial volumes of produced water will further differentiate our business relative to our competitors.

•Cash Flow Generation through Long-Term, Fixed-Fee Contracts. Our business model is anchored by long-term, fixed-fee contracts, which include acreage dedications or MVCs, with leading E&P companies. As of June 30, 2025, our weighted average remaining long-term, fixed-fee contract life was approximately 11 years and included approximately 2.3 million acres dedicated to us. These long-term contracts are intended to generate predictable cash flows while enabling us to pursue growth opportunities and strengthen relationships with existing customers. We intend to enter into additional contracts as we expand our business and develop relationships with new customers.

Our contracts are similar in structure to traditional crude gathering contracts found in the oil and gas midstream sector with clauses specifying acreage dedications, required services, delivery point(s), volumetric-based fees, stipulations on the method of measurement and limits on the ability to divert produced water volumes prior to being delivered to us. MVC and AMI provisions, which we utilize in addition to acreage dedications, are also common in oil and natural gas midstream contracts.

Our customer contract profile is differentiated because of the length of our contracts. Approximately 69% of our long-term, fixed-fee customer contracts by revenue have an initial term of at least 15 years and approximately 92% of our long-term, fixed-fee customer contracts by revenue have an initial term of at least 10 years.

•Diversified Customer Base Comprised of Large, Well-Capitalized Producers. As a result of our strategically located water infrastructure network and commitment to operational excellence, we have entered into long-term agreements with numerous customers that are among the largest and most active producers in the Delaware Basin, including Permian Resources Corporation, Devon, Chevron Corporation, APA Corporation and Vital Energy, Inc. As of June 30, 2025, on a pro forma basis, we generated approximately 73% of our water-related revenues from well-capitalized, creditworthy customers rated BB- or higher. Our collaborative relationships with these producers underscore our commitment to fostering mutually beneficial relationships that drive growth, operational excellence and innovation in water management practices. For example, we have recently entered into commercial agreements with bpx energy, designed to support its Delaware Basin development, that include 10-year MVCs and provide us with a stable, long-term revenue stream. Moreover, our strategic partnership with Devon further enhanced our capabilities in the Delaware Basin by integrating Devon’s extensive water

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infrastructure assets into our network and establishing a long-term commercial relationship with one of the most active and premier E&P companies in the region.

We also have a diversified customer base. Our top five customers represented approximately 51% of our pro forma water-related revenues for the six months ended June 30, 2025, with our largest customer representing only approximately 18% of our pro forma water-related revenues for the six months ended June 30, 2025. Our diversified customer base helps to insulate our business from volatility in the drilling programs of individual customers and also provides us with visibility into multiple customers’ future drilling operations, which allows us to plan and forecast our business with a higher degree of confidence.

•High Quality, Built-for-Purpose Network with Exceptional Operational Track Record. We designed and constructed our water infrastructure network to leading industry standards, focusing on achieving exceptional asset quality and reliability. By employing comprehensive testing and management programs, we seek to enhance the safety, efficiency and performance of our assets. Our strategic investment in maintenance and asset integrity reduces ongoing capital requirements and increases long-term cash flow generation potential. Additionally, we developed our infrastructure network with operational redundancies that enable us to continue providing water management solutions to our customers even during maintenance activities, which provides our customers with assurance that we will handle their water management requirements reliably and consistently, further differentiating our flow assurance capabilities from our competitors.

We have maintained an average operational up-time of 99.7% over the last two years, reducing bottlenecks for our customers. Our customers need around-the-clock, reliable water handling solutions to maximize the economic returns of their wells by avoiding interruptions in oil and natural gas production. Our network also has excess capacity that can accommodate additional produced water volumes. As a result, we expect to grow revenues and cash flow by transporting higher levels of produced water volumes on our current network without incurring significant incremental capital expenditures.

Additionally, we have developed and implemented several fit-for-purpose technology solutions, including our proprietary WAVE produced water forecasting platform and state-of-the-art centralized operations center, which enable us to monitor, measure and forecast water volumes in real-time across our infrastructure network and further enhance our ability to provide flow assurance to our customers. We believe that our ability to swiftly respond to issues requiring remediation, along with our ability to forecast future system demands, is a competitive advantage that enables us to attract new customers and obtain additional business from existing customers.

•Experienced Management Team that Pioneered Large-Scale Water Infrastructure Development. Our management team is one of the most experienced in the water infrastructure sector, with a proven history of constructing and operating large-scale water infrastructure assets. Members of our management team have increased our produced water handling volumes, which currently comprises approximately 89% of our pro forma revenue, by approximately 134% since 2021. Additionally, our management team includes industry pioneers who have helped develop contract templates and operational best practices that are now standard in the industry.

Our executive team includes members of the prior management teams of EnWater Solutions and Pelagic Water Systems, the precursor companies to certain of our Delaware Basin assets that were involved in pioneering the use of large-scale pipelines and other infrastructure for the management of produced water in the Delaware Basin. Our executives have an average of approximately eight years of experience at our predecessor companies, providing valuable institutional knowledge and continuity of operations. Additionally, our senior management team includes individuals with significant E&P and midstream experience, providing us with deep operational and commercial knowledge and resources.

Members of our management team also serve on LandBridge’s management team. We believe that having a shared management team with LandBridge provides us with visibility into key areas of oil and natural gas production and long-term trends in oil and natural gas development in the Delaware Basin. Many of these insights have resulted in commercial successes for WaterBridge, including a strategic partnership with Devon and recent commercial agreements with bpx energy. We believe that the experience of our management team is a significant competitive advantage, underpinning the growth and management of our business. We believe that our management team’s operational acumen and commercial knowledge and resources position us for sustained success. However, although members of our management team have been involved in the successful growth of multiple projects and companies in the past, such successes may not be replicated in the future and our future success is subject to various risks as discussed in more detail under “Risk Factors.”

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•Proven Track Record of Prudent, High-Return Capital Allocation. We have a successful history of executing large-scale, organic growth projects as well as acquisitions that have enhanced our operational capabilities and expanded our operating footprint. From January 1, 2018 to July 31, 2025, we constructed approximately 965 miles of pipelines and 65 produced water handling facilities across our areas of operations. Further, since 2018, we have successfully sourced, executed and integrated more than 30 acquisitions. Our team employs a rigorous process to evaluate both new projects and acquisition opportunities and determine whether they meet or exceed targeted return thresholds, with the underlying goal of driving long-term value creation for us. We intend to take advantage of opportunities available to us as a result of our expansive footprint.

The trend towards consolidation of the oil and natural gas E&P sector over the last several years has resulted in many of our customers becoming substantially larger E&P operators in the Delaware Basin, which requires them to make substantial capital expenditures to meet the demands of their drilling operations. The increased scale of many of our customers has also enhanced their creditworthiness. We believe that the recent wave of consolidation among E&P producers in the Delaware Basin has generally improved the creditworthiness of our customer base and increased demand for sophisticated, reliable water management providers like us.

Although we and members of our management team have been involved in multiple successful organic growth projects and acquisitions in the past, such successes may not be replicated in the future and our ability to grow our business through organic growth projects and acquisitions is subject to various risks as discussed in more detail under “Risk Factors.”

•Financial Flexibility and Conservative Balance Sheet. Following the closing of this offering and the application of the net proceeds as set forth under “Use of Proceeds,” we expect to have outstanding indebtedness of approximately $ million, cash on hand of approximately $ million and $ million of available capacity under our revolving credit facilities, for total available liquidity of $ million. We intend to use the net proceeds from this offering to purchase a portion of the equity interests in OpCo held by an existing third party investor, Elda River Infrastructure WB LLC (“Elda River”), and to repay a portion of our outstanding indebtedness. Following this offering, we expect our leverage to be approximately x based on LTM Consolidated EBITDA, as defined in our revolving credit facilities. We aim for our long-term leverage target to be lower than 3.0x on an LTM Consolidated EBITDA basis.

We believe that our internally generated cash flows, our borrowing capacity and our expected ability to access the debt and equity capital markets as a public company will provide us with the financial flexibility necessary to pursue organic growth and acquisition opportunities.

Growth Strategies

Our principal business objective is to deliver value to our shareholders by conducting efficient, reliable and safe operations with a focus on growing cash flows. We intend to achieve this objective by implementing the following strategies:

•Utilize Our Competitive Strengths to Grow Cash Flows Under Long-Term, Fixed-Fee Contracts. We are focused on growing our cash flows under long-term, fixed-fee contracts with acreage dedications. Our development of a leading, integrated water infrastructure network enables us to provide competitive and comprehensive water management solutions to E&P companies in the Delaware Basin. We plan to continue to grow our business by entering into additional long-term, fixed-fee contracts under which we seek predictable cash flows by providing a variety of water management solutions to our customers in support of their increasing water management requirements. Because oil and natural gas development activity in the Delaware Basin is expected to remain at high levels, we intend to pursue commercial agreements with long-term acreage dedications because those contracts tend to provide more upside compared to contracts that include only MVCs. However, we may pursue contracts that include MVCs if significant capital outlays are expected in connection with the new commercial opportunities. As a result, we will seek to protect our financial stability through the use of MVCs when engaging in growth projects while also seeking incremental profitability through acreage dedications.

•Capitalize on Our Relationship with LandBridge, which Provides Us with Unique Growth Opportunities. We share a financial sponsor and management team with LandBridge, a publicly traded active land management business that, as of June 30, 2025, owned approximately 277,000 surface acres in and around the Delaware Basin. This relationship provides us with opportunities to construct and operate water infrastructure on LandBridge’s surface acreage as well as with immediately available access to underutilized pore space. As of July 31, 2025, on a pro forma basis, we operated approximately 1.1 million bpd of produced water handling capacity on LandBridge’s surface acreage, with approximately 2.4 million bpd of additional permitted capacity

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available to us for future development. We have exclusive rights to construct up to 30 initial produced water handling facilities on a portion of LandBridge’s surface acreage located along the eastern portion of the Texas-New Mexico state border, with contracted access for additional facilities in excess of such amount.

Our shared management team’s insights into long-term production trends and the availability of land and pore space for future produced water handling facilities and water infrastructure assets enable us to develop infrastructure in strategically located locations, capturing further opportunities.

•Maintain and Grow Leadership Position in the Core of the Delaware Basin. Since our inception in 2016, we have strategically established and expanded our footprint with a focus on the Delaware Basin. The Delaware Basin is the most prolific oil and natural gas producing region in North America, producing 5.3 million bpd of oil as of July 31, 2025. With multiple decades of inventory life remaining according to Enverus, the basin is expected to continue a high rate of drilling activity. Indicative of its development pace, the basin is currently running the highest number of drilling rigs in North America. Our strategically located water infrastructure network has enabled us to become a leading water management solutions provider to some of the largest and most active producers in the Delaware Basin. We believe that our commercial success is due in part to the strong relationships we have built with our customers, our operating track record and the flow assurance we provide to our customers, the strategic location of our infrastructure network and the commercial advantages provided by our relationship with LandBridge. In particular, we believe that our access to LandBridge's surface and pore space has facilitated new long-term commercial agreements with Devon, bpx energy and TPL and has expanded our existing relationships with other customers, including ConocoPhillips and Continental Resources, Inc. By leveraging our well-positioned infrastructure, we are poised to increase activity with existing customers and continue to cultivate new customers.

•Provide Superior Flow Assurance to Customers. We developed our infrastructure network with operational redundancies that enable us to continue providing water management solutions to our customers even during maintenance activities, which provides our customers with assurance that we will handle their water management requirements reliably and consistently. This flow assurance is of paramount importance to E&P companies because any sustained produced water handling interruption requires oil and natural gas production from affected wells to be curtailed or shut-in, resulting in lower produced oil and natural gas volumes and lower revenue for the producer. Our fit-for-purpose technology solutions further enhance our ability to provide flow assurance to our customers by providing us with the real-time ability to forecast, monitor and optimize our water management operations across our infrastructure network and quickly respond to operational developments. We believe that our ability to provide reliable flow assurance to our customers is a competitive advantage that enables us to attract new customers and obtain additional business from existing customers.

•Pursue High-Return, Capital-Efficient Growth Opportunities. We intend to grow our cash flows by pursuing new customers and broadening our relationships with existing customers. With continued drilling activity and an overall increase in water-to-oil ratios (“WORs”) driven by maturing production and development of new regions and drilling zones, the supply of produced water in the Delaware Basin is expected to grow significantly through 2034, according to Pickering Energy Partners and B3 Insights. As a result, E&P companies have become increasingly focused on water management, especially as it relates to operational uptime of their oil and natural gas wells. Due in part to our strong operating record and access to underutilized pore space through our relationship with LandBridge, we have obtained and expect to continue to obtain new acreage dedications from E&P companies to expand the geographic reach of our existing network. We expect that these acreage dedications can be connected to our existing infrastructure network with minimal, capital-efficient investment.

Furthermore, as opportunities arise, we intend to evaluate and selectively pursue accretive acquisitions of high-quality, complementary water infrastructure assets. We will employ a rigorous framework to evaluate such opportunities, and potential acquisitions will compete with alternative uses of capital such as organic growth projects, shareholder dividends, share repurchases and debt reduction. When considering whether to pursue organic projects, we evaluate a number of factors, including expected produced water volumes, the creditworthiness of the potential counterparty, the duration and terms of the potential contract (including acreage dedications or MVCs and fixed fees with fee escalators based on the CPI), a build multiple that is expected to be less than 5.0x, and an ability to fund the project while maintaining our overall balance sheet strength. We and our predecessor companies have a demonstrated track record of acquiring water infrastructure assets from both midstream competitors and E&P companies and integrating them into our broader network.

•Expand Service Offerings to Facilitate Growing Water Demand from New Industries. Although our core focus is to best serve our existing customer base of E&P companies, we regularly explore opportunities to expand our operations to serve customers outside the oil and natural gas industry, including future applications for data centers, the electric power sector, cryptocurrency mining, agriculture and municipal use. While these

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opportunities are not immediately actionable, we believe that they are potential examples of uses for produced water that are likely to become economically attractive for water management companies.

One such example is the water needs in power generation, particularly for combined cycle gas turbines (“CCGT”) that are common in power plants. It is estimated that for every 100 megawatts of power generation using CCGT, approximately 18.0 million barrels of water are required annually. Additionally, it is estimated that for every 100 megawatts of power demand associated with digital infrastructure, approximately 1.5 million barrels of water are required annually. As a result, both power generation and data center operations will require access to substantial, reliable water management solutions. We believe that our access to water supply and our experience and expertise in water management positions us to develop systems to effectively serve this growing market need.

WaterBridge Combination

In connection with this offering and prior to our Corporate Reorganization, certain of the direct and indirect equity owners of the Contributed Entities intend to undertake certain transactions to combine the businesses and operations of WBEF, NDB Midstream and Desert Environmental under OpCo and simplify OpCo’s organizational structure in anticipation of this offering. These transactions are collectively referred to in this prospectus as the “WaterBridge Combination.”

Pursuant to the WaterBridge Combination, we expect each of the following transactions to occur on or before the first business day following the execution of the underwriting agreement related to this offering and described under “Underwriting”:

•WBR Holdings will form OpCo as a Delaware limited liability company;

•all of the existing equityholders of WB 892 LLC (each, a “WB 892 Holder”), a holder of equity interests in WBEF (“WB 892”), other than Ashburton Investment Private Limited, an affiliate of GIC, Singapore’s sovereign wealth fund (“GIC”), will contribute all of their respective equity interests in WB 892 to WBR Holdings in exchange for the issuance to such WB 892 Holders of newly issued limited liability company interests in WBR Holdings (each such interest, a “WBR Holdings Interest”) the WB 892 Holders will be admitted as members of WBR Holdings, and WBR Holdings will be admitted as a member of WB 892 (collectively, the “WB 892 Contributions”);

•all of the existing equityholders of WBEF (each, a “WBEF Holder”), other than WB 892 and Elda River, will contribute all of their respective equity interests in WBEF to WBR Holdings in exchange for the issuance to such WBEF Holders of newly issued WBR Holdings Interests such that, immediately following such contributions, WBR Holdings will directly or indirectly own all of the outstanding equity interests in WB 892 and WBEF other than (i) the equity interests in WB 892 held by GIC and (ii) the existing Series A preferred units in WBEF (the “WBEF Preferred Units”) held by Elda River (such contributions, together with the WB 892 Contributions, the “WBR Holdings Reorganization”);

•immediately following the consummation of the WBR Holdings Reorganization:

▪(A) each of WB 892 and WBR Holdings will contribute all of their respective equity interests in WBEF to OpCo in exchange for the issuance to WB 892 and WBR Holdings of newly issued limited liability company interests in OpCo (any such limited liability company interest, an “OpCo Interest” and collectively, the “OpCo Interests”), and (B) Elda River will contribute all of its equity interests in WBEF to OpCo in exchange for the issuance to Elda River of newly issued OpCo Interests. Concurrently with the preceding contributions, OpCo will be admitted as the sole member of WBEF, and each of WB 892, WBR Holdings and Elda River will cease to be a member of WBEF;

▪(A) Devon WB Holdco L.L.C. (“Devon Holdco”) will contribute all of its equity interests in NDB Midstream to OpCo in exchange for the issuance to Devon Holdco of newly issued OpCo Interests and (B) NDB Holdings will contribute to OpCo all of its equity interests in NDB Midstream in exchange for the issuance to NDB Holdings of newly issued OpCo Interests (collectively, the “NDB Midstream Contributions”). Concurrently with the NDB Midstream Contributions, OpCo will be admitted as the sole member of NDB Midstream, and each of Devon Holdco and NDB Holdings will cease to be a member of NDB Midstream;

▪Desert Holdings will contribute all of its equity interests in Desert Environmental to OpCo in exchange for the issuance to Desert Holdings of newly issued OpCo Interests (the “Desert Contribution”). Concurrently with the Desert Contribution, OpCo will be admitted as the sole member of Desert Environmental, and Desert Holdings will cease to be a member of Desert Environmental; and

▪concurrently with the issuances by OpCo of the OpCo Interests described above, (A) OpCo will directly own all of the outstanding equity interests in the Contributed Entities and (B) WBR Holdings, NDB Holdings,

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Desert Holdings, Devon Holdco, Elda River and GIC (collectively, our “Existing Owners”) will, either directly or through their respective equity interests in WB 892, own 100% of the outstanding OpCo Interests; and

•at least one day before the closing of this offering, WaterBridge will elect to be classified as a corporation for U.S. federal income tax purposes, and immediately thereafter, WBR Holdings and GIC will cause WB 892 to merge with and into WaterBridge, with WaterBridge surviving, in exchange for the issuance of newly issued limited liability company interests in WaterBridge to WBR Holdings and GIC, and immediately following the merger, (i) the equity interests in WaterBridge held by NDB Holdings shall be cancelled, (ii) WBR Holdings and GIC will be admitted as members of WaterBridge and (iii) WaterBridge will be admitted as a member of OpCo.

Corporate Reorganization

WaterBridge was formed as a Delaware limited liability company by NDB Holdings on April 11, 2025. WaterBridge intends to elect to be classified as a corporation for U.S. federal income tax purposes in connection with the WaterBridge Combination as described under “—WaterBridge Combination” above. WaterBridge has not conducted and will not conduct any material business operations prior to the completion of the Corporate Reorganization, other than certain activities related to, and undertaken in contemplation of, this offering, including the transactions described under “—WaterBridge Combination” above. Immediately following the consummation of the WaterBridge Combination, OpCo will directly or indirectly own all of the outstanding equity interests of the subsidiaries through which we will operate our business.

Following the Corporate Reorganization, WaterBridge will be a holding company, the sole material asset of which will consist of limited liability company interests in OpCo, which will directly or indirectly own all of the outstanding equity interests of the subsidiaries through which WaterBridge will operate its business, and WaterBridge will be the sole managing member of OpCo, responsible for all operational, management and administrative decisions relating to OpCo’s business, and will consolidate financial results of OpCo and its subsidiaries.

In connection with the completion of this offering, the following transactions will occur in the following order:

•WBR Holdings and GIC will cause WaterBridge to amend and restate its operating agreement to facilitate this offering;

•WaterBridge will issue Class A shares in this offering to the public, in exchange for the proceeds of this offering, at a price of $ per Class A share (the midpoint of the price range set forth on the cover page of this prospectus);

•WBR Holdings, NDB Holdings, Desert Holdings (together, the “Five Point Members”), Devon Holdco and Elda River will contribute an amount in cash equal to $ to WaterBridge in exchange for the issuance of an aggregate Class B shares to the Five Point Members, Devon Holdco and Elda River, or one Class B share for each OpCo Unit to be owned by each such entity following the closing of this offering;

•WaterBridge will (i) use approximately $ of the net proceeds from this offering to purchase a portion of the OpCo Interests held by Elda River and (ii) contribute all of the remaining net proceeds from this offering to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in this offering;

•the Existing Owners (other than GIC) and WaterBridge will cause OpCo to amend and restate its operating agreement in the form of the Operating Agreement attached as an exhibit to the registration statement of which this prospectus forms a part to, among other things, designate WaterBridge as the managing member of OpCo, recapitalize the OpCo Interests into OpCo Units, and provide for the provision of OpCo Unit exchange rights for the benefit of the OpCo Unitholders other than WaterBridge; and

•OpCo will use the remaining net proceeds from this offering as described in “Use of Proceeds.”

The transactions described above are collectively referred to in this prospectus as our “Corporate Reorganization.”

To the extent the underwriters’ option to purchase additional Class A shares is exercised in full or in part, WaterBridge will contribute the net proceeds therefrom to OpCo in exchange for an additional number of OpCo Units equal to the number of Class A shares issued pursuant to the underwriters’ option. OpCo intends to use such proceeds as described in “Use of Proceeds.”

After giving effect to the Corporate Reorganization and this offering and assuming the underwriters’ option to purchase additional Class A shares is not exercised:

•investors in this offering will own of our Class A shares, representing % of our common shares;

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•the Five Point Members will collectively own of our Class A shares and of our Class B shares, representing % of our common shares, and an approximate % interest in OpCo;

•Devon Holdco will own of our Class B shares, representing % of our common shares, and an approximate % interest in OpCo;

•Elda River will own of our Class B shares, representing % of our common shares, and an approximate % interest in OpCo;

•GIC will own of our Class A shares, representing % of our common shares; and

•WaterBridge will own an approximate % interest in OpCo and will serve as the managing member of OpCo.

Our organizational structure following the offering and the Corporate Reorganization is commonly referred to as an Up-C structure. Pursuant to this structure, following this offering we will hold a number of OpCo Units equal to the number of our issued and outstanding Class A shares, and OpCo Unitholders (other than us) will hold a number of OpCo Units equal to the number of our issued and outstanding Class B shares. The Up-C structure was selected in order to (i) provide our Existing Owners with an option to continue to hold their economic ownership interests in our business in “pass-through” form for U.S. federal income tax purposes through their ownership of OpCo Units and (ii) potentially allow our Existing Owners and us to benefit from certain net cash tax savings that we might realize in the future, as more fully described in the subsection titled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

The diagrams under “—Organizational Structure” below depict a simplified version of our organization and ownership structure immediately before and after giving effect to this offering and the Corporate Reorganization.

For further details on our agreements with OpCo and its affiliates, please see “Certain Relationships and Related Party Transactions.”

Expected Refinancing Transactions

We are negotiating and expect OpCo to enter into a new revolving credit facility (the “New Revolving Credit Facility”) following the closing of this offering that will refinance and replace our Existing Revolving Credit Facilities (as defined below). We anticipate that the New Revolving Credit Facility will be a senior secured revolving credit facility that will be guaranteed by certain subsidiaries of OpCo and secured by substantially all assets of OpCo and the subsidiary guarantors. We expect that aggregate commitments under the New Revolving Credit Facility will be approximately $500.0 million and that the facility will have a five-year term, springing to the date that is 91 days prior to the maturity of the New Senior Unsecured Debt (as defined below) or of the Existing Term Loans (as defined below) if the outstanding principal amount of either the New Senior Unsecured Debt or the Existing Term Loans on such date exceeds $50.0 million. We expect that the New Revolving Credit Facility will permit borrowings to be prepaid and repaid from time to time without premium or penalty and will contain mandatory prepayments, representations and warranties, affirmative and negative covenants and events of default customary for secured financings of this type. If we enter into the New Revolving Credit Facility, we expect that the effectiveness of the facility will be conditioned on the repayment and termination of the Existing Revolving Credit Facilities, OpCo’s issuance of senior unsecured debt in an aggregate principal amount of at least $750.0 million (the “New Senior Unsecured Debt”) and either the full repayment and termination of the Existing Term Loans or the application of 100% of the net proceeds of the New Senior Unsecured Debt to the amounts outstanding under the Existing Term Loans and the amendment of the Existing Term Loans to permit the New Revolving Credit Facility. There can be no assurance of our ability to market or syndicate such debt, and to the extent we are not successful in doing so, even if we enter into the New Revolving Credit Facility, the facility will not become effective and any amounts contemplated to be repaid under the Existing Term Loans will not be repaid.

Our negotiation of the New Revolving Credit Facility remains ongoing. We may not enter into the facility at all or do so on terms that are materially different than those described above. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Instruments” for further discussion of our existing debt agreements.

Our Common Shares

Our First Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) will provide for two classes of common shares, Class A shares and Class B shares, representing limited liability company interests in us. Only our Class A shares will have economic rights and entitle holders thereof to participate in any dividends our

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board of directors may declare. Each holder of a Class A share will be entitled to one vote on all matters to be voted on by our shareholders generally. We have applied to list our Class A shares for trading on the NYSE and NYSE Texas under the symbol “WBI.”

Class B shares will not be entitled to participate in any dividends our board of directors may declare but will be entitled to vote on the same basis as the Class A shares. Holders of Class A shares and Class B shares will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement. We do not intend to list the Class B shares on any stock exchange. All of our Class B shares will initially be owned by the Five Point Members, Devon Holdco and Elda River. For a description of the rights and privileges of shareholders under our Operating Agreement, including voting rights, please see “Description of Shares” and “Our Operating Agreement.”

Redemption Right

Following this offering, under the OpCo limited liability company agreement (the “OpCo LLC Agreement”), each OpCo Unitholder (other than WaterBridge) will, subject to certain limitations, have the right (the “Redemption Right”) to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions (“applicable conversion rate adjustments”), or (ii) cash in an amount equal to the Cash Election Amount (as defined herein) of such Class A shares, subject to the Equity Offering Condition (as defined herein). OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A shares (including the trading price for the Class A shares at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common shares) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right beginning immediately following the consummation of this offering. As the sole managing member of OpCo, our decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically cancelled.

Our Operating Agreement will contain provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring an equal number of OpCo Units and vice versa.

For additional information, please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Holding Company Structure

Our post-offering organizational structure will allow the Five Point Members, Devon Holdco and Elda River to retain a direct equity ownership in OpCo, which will be classified as a partnership for U.S. federal income tax purposes following the offering. Investors in this offering will, by contrast, hold a direct equity ownership in us in the form of Class A shares, and an indirect ownership interest in OpCo through our ownership of OpCo Units. Although we were formed as a limited liability company, we intend to elect to be classified as a corporation for U.S. federal income tax purposes.

Pursuant to our Operating Agreement and the OpCo LLC Agreement, our capital structure and the capital structure of OpCo will generally replicate one another and will provide for customary antidilution mechanisms in order to maintain the one-for-one exchange ratio between the OpCo Units and our Class A shares.

For additional information, please see “—Organizational Structure” below and “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

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Tax Receivable Agreement

In connection with the closing of this offering, we will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with OpCo and our Existing Owners (each such person and its permitted transferees, a “TRA Holder,” and collectively, the “TRA Holders”). The Tax Receivable Agreement will provide for the payment by us to the TRA Holders of 85% of the amount of cash tax savings, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of Existing Basis, Basis Adjustments, Historical NOLs and Interest Deductions (each as defined in this prospectus). Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the (i) Existing Basis, (ii) Basis Adjustments, (iii) Historical NOLs and (iv) Interest Deductions would aggregate to approximately $816.5 million over 20 years from the date of this offering based on a $ per share trading price of our Class A shares and assuming all future redemptions or exchanges would occur on the date of this offering at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, we would be required to pay approximately 85.0% of such amount, or approximately $694.1 million, over the 20-year period from the date of this offering, and we would benefit from the remaining 15.0% of the tax benefits. We will depend on cash distributions from OpCo to make payments under the Tax Receivable Agreement. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless we exercise our right to terminate the Tax Receivable Agreement or certain other acceleration events occur that results in an early termination of the Tax Receivable Agreement, in each case, pursuant to which we would be required to pay to the TRA Holders an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain assumptions). In addition, upon a change of control our (or our successor’s) future payments under the Tax Receivable Agreement for each taxable year after any such event would also be computed using certain assumptions (instead of our or our successor’s actual realized cash tax savings). The summary of the terms of the Tax Receivable Agreement included herein is not a complete description thereof and is qualified in its entirety by the full text thereof. For additional information, please see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of OpCo to make distributions to us in an amount sufficient to cover our obligations under the Tax Receivable Agreement. See “Risk Factors—Risks Related to this Offering, Our Corporate Structure and Our Class A Shares—We are a holding company. Our sole material asset after completion of this offering will be our equity interest in OpCo and we will be accordingly dependent upon distributions from OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other expenses.”

Our Controlling Shareholder

While our relationship with our financial sponsor, Five Point and its affiliates, including the Five Point Members and LandBridge, is a significant strength, it is also a source of potential conflicts. Please see “—Conflicts of Interest” and “Risk Factors.”

Following the completion of this offering, the Five Point Members will retain a significant interest in us through their collective ownership of Class A shares and Class B shares, representing an aggregate      % voting interest in us, and OpCo Units, initially representing % of the outstanding OpCo Units.

Conflicts of Interest

One or more of our officers and directors have responsibilities and commitments to entities other than us. For example, we have some of the same directors and officers as Five Point and LandBridge. In addition, we do not have a policy that expressly prohibits our directors, officers, securityholders or affiliates from engaging in business activities of the types conducted by us for their own account.

Although we have established certain policies and procedures designed to mitigate and resolve conflicts of interest, there can be no assurance that these policies and procedures will be effective in doing so. It is possible that actual, potential or perceived conflicts of interest could give rise to investor dissatisfaction, litigation or regulatory enforcement actions.

Our Operating Agreement will provide that our Existing Owners and their affiliates, including Five Point and LandBridge, are not restricted from owning assets or prohibited from engaging in other businesses or activities, including those that might be in direct competition with us. In addition, our Existing Owners and their affiliates,

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including Five Point and LandBridge, may compete with us for investment opportunities and may own an interest in entities that compete with us. Our Operating Agreement will also provide that we renounce any interest or expectancy in, or in being offered, an opportunity to participate in, any business opportunity that may from time to time be presented to them that would otherwise be subject to a corporate opportunity or other analogous doctrine under the DGCL. Our Existing Owners and their affiliates, including Five Point and LandBridge, and certain of our directors, may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. These affiliates may have meaningful access to capital, which may change over time depending upon a variety of factors, including available equity capital and debt financing, market conditions and cash on hand. Five Point has multiple existing and planned funds focused on investing in the industries in which we currently, and may seek to in the future, operate, each with significant current or expected capital commitments.

Our key agreements, including our Operating Agreement and the OpCo LLC Agreement, were negotiated among related parties, and their respective terms, including fees and other amounts payable, may not be as favorable to us as terms negotiated at an arm’s-length basis with unaffiliated parties.

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Organizational Structure

The following diagram reflects our simplified organizational structure following the consummation of the WaterBridge Combination and immediately prior to the completion of this offering and the transactions described under “—Corporate Reorganization.”

* This diagram is provided for illustrative purposes only and has been simplified by not depicting each individual operating subsidiary.

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The following diagram reflects our simplified organizational structure immediately following the completion of this offering and the transactions described under “—Corporate Reorganization” (assuming that the underwriters’ option to purchase additional Class A shares is not exercised and without giving effect to any Class A shares that may be purchased in the directed share program):

* This diagram is provided for illustrative purposes only and has been simplified by not depicting each individual operating subsidiary.

The Class A shares to be issued to the public in this offering will initially represent an indirect minority interest in OpCo. The Five Point Members, Devon Holdco and Elda River will initially collectively own approximately % of the economic interests in OpCo through their ownership of Class A shares and OpCo Units. In addition, Five Point will control us and OpCo through the Five Point Members’ collective ownership of % of our outstanding common shares. See “Basis of Presentation” and “—Conflicts of Interest.”

Summary Risk Factors

Risks Related to our Business

•Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity in our areas of operation.

•The willingness of E&P companies to engage in drilling, completion and production activities in our areas of operation is substantially influenced by the market prices of oil and natural gas, which are highly volatile.

•Our business is dependent upon the willingness of E&P companies to outsource their water management requirements, and we compete with other water management providers to meet these needs.

•We cannot predict the rate at which our customers will develop acreage that is dedicated to us or the areas they will decide to develop.

•Our success largely depends on the produced water volumes we handle, which are dependent on certain factors beyond our control. Any decrease in the volumes of produced water that we handle, whether because of natural declines, producer inactivity or otherwise, could have a material adverse effect on our business and operating results.

•Approximately 80% of our pro forma revenue is derived from our operations in the Delaware Basin, making us vulnerable to risks associated with geographic concentration generally and the Delaware Basin specifically, including basin-specific supply and demand factors, regulatory changes and severe weather impacts that could have a material adverse effect on affect our business.

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•We generally do not own in fee the land on which our pipelines and water handling facilities are located. Our inability to acquire or retain necessary access to land on commercially reasonable terms in order to provide services for our customers or obtain new business could result in disruptions to our operations.

•Our operations depend upon access to available pore space in subsurface geologic formations by which we can dispose of produced water. Our inability to acquire new pore space or our loss of existing pore space may negatively impact our ability to service new and existing customers.

•The growth of our business through acquisitions may expose us to various risks, including those relating to difficulties in identifying suitable, accretive acquisition opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.

•We may not be successful in pursuing additional commercial opportunities to serve customers outside the oil and natural gas sector.

•Technological advancements in connection with alternatives to hydraulic fracturing could decrease the demand for our services or require us to implement or acquire new technologies at a significant cost.

•While our intellectual property is protected under copyright and trade secret law, we cannot guarantee that such protections will be adequate. Any failure to protect our intellectual property could impair our ability to protect our proprietary technology, and our use of “open-source” code in the WAVE platform may create additional risks. If we do not continue to maintain, improve and adapt our data analysis technologies, including the WAVE platform, our ability to service new and existing customers may be negatively impacted, our competitive advantage may be diminished and we could be subject to claims by third parties for alleged infringement of their intellectual property, which could have a material adverse effect on our results of operations, cash flows and financial position.

•The fees charged to customers under our agreements for the gathering, transportation or handling of produced water may not escalate sufficiently to cover increases in costs.

•Growing or adapting our business by constructing new infrastructure subjects us to construction risks and risks that supplies for such infrastructure will not be available upon completion thereof.

•A loss of one or more significant customers could have a material adverse effect on our results of operations, cash flows and financial position.

Risks Related to Environmental and Other Regulations

•Our produced water handling operations expose us to potential regulatory risks.

•Legislation or regulatory initiatives intended to address seismic activity, over-pressurization or subsidence could restrict drilling, completion and production activities, as well as our ability to handle produced water gathered from our customers, which could have a material adverse effect on our results of operations, cash flows and financial position.

•The results of operations of our customers may be materially impacted by efforts to transition to a lower-carbon economy, which could have a material adverse effect on our business, results of operation, cash flows and financial position.

Risks Related to Our Financial Condition

•We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments, and any future indebtedness, including new indebtedness incurred under or in connection with the New Revolving Credit Facility and the New Senior Unsecured Debt, could adversely affect our financial condition.

•We are subject to interest rate risk, which may cause our debt service obligations to increase significantly. The weighted average interest rate on borrowings outstanding under our existing credit facilities as of June 30, 2025, on a pro forma basis, was 8.15% in the case of revolving credit borrowings and 8.83% in the case of term loan borrowings.

•We are subject to counterparty credit risk. Nonpayment or nonperformance by our customers could have an adverse effect on our results of operations, cash flows and financial position.

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•If we fail to comply with the restrictions and covenants in our credit facilities or our future debt agreements, there could be an event of default under the terms of such agreements, which could result in an acceleration of maturity.

Risks Related to this Offering, Our Corporate Structure and Our Class A Shares

•The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the requirements of the Sarbanes-Oxley Act, will increase our costs and divert management’s attention from other business concerns, and we may be unable to comply with these requirements in a timely or cost-effective manner.

•If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A shares.

•Investors in this offering will experience immediate and substantial dilution of $ per Class A share.

•Future sales of Class A shares, or the perception that such sales may occur, may depress our share price, and any additional capital raised through the sale of equity or convertible securities may dilute your ownership in us.

•We are a holding company. Our sole material asset after completion of this offering will be our equity interest in OpCo and we will be accordingly dependent upon distributions from OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other expenses.

•Any decision to pay cash dividends in the future will be made in the sole discretion of our board of directors. If we do not pay any cash dividends on our Class A shares following this offering, you may not receive a return on investment unless you sell your Class A shares for a price greater than that which you paid for them.

•Five Point has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. Five Point’s interests may conflict with those of our other shareholders.

•The Five Point Members and other Existing Owners, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.

•Certain of our directors and officers may have significant duties with, and spend significant time serving, other entities, including entities that may compete with us in seeking acquisitions and business opportunities, and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, we are not required to:

•provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes‑Oxley Act;

•provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition;

•comply with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and our financial statements;

•provide certain disclosure regarding executive compensation required of larger public companies or hold shareholder advisory votes on executive compensation required by the Dodd‑Frank Wall Street Reform and Consumer Protection Act; or

•obtain shareholder approval of any golden parachute payments not previously approved.

We will cease to be an emerging growth company upon the earliest of:

•the last day of the fiscal year in which we have $1.235 billion or more in annual revenues;

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•the date on which we become a “large accelerated filer” (the fiscal year‑end on which the total market value of our common equity securities held by non‑affiliates is $700 million or more as of June 30 of such year);

•the date on which we issue more than $1.0 billion of non‑convertible debt over a three‑year period; or

•the last day of the fiscal year following the fifth anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

Controlled Company Status

Because the Five Point Members will initially collectively own Class A shares, Class B shares and    OpCo Units, representing approximately    % of our combined voting power following the completion of this offering, we expect to be a controlled company as of the completion of this offering under the Sarbanes-Oxley Act and the NYSE and NYSE Texas rules. A controlled company is not required to have a majority of independent directors on its board of directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, we will remain subject to the Sarbanes-Oxley Act and the rules of the NYSE and NYSE Texas that require us, subject to certain phase-in periods, to have an audit committee composed entirely of independent directors. Under these rules, we must have an audit committee that has one member that is independent by the date that our Class A shares are first traded on the NYSE and NYSE Texas (the “listing date”), a majority of members that are independent within 90 days of the effectiveness of the registration statement of which this prospectus forms a part (the “effective date”) and all members that are independent within one year of the effective date. We expect to have at least one independent director upon the closing of this offering.

If at any time we cease to be a controlled company, we intend to take all action necessary to comply with the Sarbanes-Oxley Act and the NYSE and NYSE Texas rules, including by appointing a majority of independent directors to our board of directors and establishing a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period.

Principal Executive Offices and Internet Address

Our principal executive offices are located at 5555 San Felipe Street, Suite 1200, Houston, Texas 77056, and our telephone number at that address is (713) 230-8864. Our website is located at www.h2obridge.com. We expect to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on, or otherwise accessible through, our website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.

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The Offering

Issuer	WaterBridge Infrastructure LLC
Class A shares offered by us	Class A shares (or Class A shares if the underwriters’ option to purchase additional Class A shares is exercised in full).
Option to purchase additional Class A shares	We have granted the underwriters the option to purchase, exercisable within 30 days from the date of this prospectus, up to additional Class A shares from us, at the same terms and conditions set forth above if the underwriters sell more than Class A shares in this offering.
Class A shares to be outstanding immediately after completion of this offering	Class A shares (or Class A shares if the underwriters’ option to purchase additional Class A shares is exercised in full).
Class B shares to be outstanding immediately after completion of this offering	Class B shares, or one Class B share for each OpCo Unit held by the Five Point Members, Devon Holdco and Elda River immediately following this offering. Class B shares vote together as a single class with Class A shares, but do not have any economic rights and holders thereof have no right to receive any dividends. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares will be cancelled.
Voting power of Class A shares after giving effect to this offering	% (or % if the underwriters’ option to purchase additional Class A shares is exercised in full). The voting power of our Class A shares would be 100% if all outstanding OpCo Units were redeemed (along with the cancellation of a corresponding number of our Class B shares) for newly issued Class A shares on a one‑for‑one basis.
Voting power of Class B shares after giving effect to this offering	% (or % if the underwriters’ option to purchase additional Class A shares is exercised in full). The voting power of our Class B shares would be 0% if all outstanding OpCo Units were redeemed (along with the cancellation of a corresponding number of our Class B shares) for newly issued Class A shares on a one‑for‑one basis.
Voting rights	Each Class A share entitles its holder to one vote on all matters to be voted on by shareholders generally. Each Class B share entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement. Please see “Description of Shares” and “Our Operating Agreement.” In connection with this offering, we expect to enter into a shareholders’ agreement with the Five Point Members and Devon Holdco (the “Shareholders’ Agreement”) pursuant to which (a) the Five Point Members will have the collective right to designate more than a majority of the members of our board of directors as long as they and their affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as they and their affiliates beneficially own less than 40% but at least 10% of our outstanding common shares and (b) Devon Holdco will have the right to designate one member to our board of directors as long as it and its affiliates beneficially own at least 10% of our outstanding common shares. As a result, our public shareholders will have no right to nominate a majority of the members of our board of directors, subject to certain terms and conditions. See “Certain Relationships and Related Party Transactions—Shareholders’ Agreement” and “Our Operating Agreement—Anti-Takeover Effects of Delaware Law and Our Operating Agreement—Other Provisions of Our Operating Agreement.”

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Use of proceeds

We expect to receive $ million of proceeds (or $ million if the underwriters’ option to purchase additional Class A shares is exercised in full) from this offering based upon the assumed public offering price of $ per Class A share (the midpoint of the price range set forth on the cover page of this prospectus), net of underwriting discounts and estimated offering expenses payable by us. See “Underwriting.” We intend to (i) use approximately $ of the net proceeds from this offering to purchase a portion of the OpCo Interests held by Elda River and (ii) contribute all of the remaining net proceeds from this offering to OpCo in exchange for newly issued OpCo Units at a per‑unit price equal to the per-share price paid by the underwriters for our Class A shares in this offering. OpCo intends to use the remaining net proceeds from this offering to repay approximately $ of the outstanding indebtedness of WaterBridge Operating LLC, a Delaware limited liability company (“WaterBridge Operating”), and its subsidiaries. If the underwriters exercise their option to purchase additional Class A shares in full, we expect to receive approximately $ million of additional net proceeds based upon the assumed public offering price of $ per Class A share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to contribute all of the net proceeds from any exercise of such option to OpCo in exchange for additional OpCo Units. OpCo intends to use such additional net proceeds to repay additional outstanding indebtedness of WaterBridge Operating and its subsidiaries. After the application of the net proceeds from this offering, we will own approximately % of the outstanding OpCo Units (or approximately % of the outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full). Please see “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.

Dividend policy

Depending on factors deemed relevant by our board of directors, following the completion of this offering, our board of directors may elect to declare cash dividends on our Class A shares from time to time, subject to our compliance with applicable law, and depending on, among other things, general economic and business conditions, our financial condition and results of operations, our cash flows from operations and current and anticipated cash needs, our capital requirements, legal, tax, regulatory and contractual restrictions (including any applicable restrictions in our debt agreements) and such other factors as our board of directors may deem relevant. The payment of any future cash dividends will be in the sole discretion of our board of directors. Our board of directors has not declared any dividends and may determine not to declare any cash dividends in the future. We have not adopted, and do not expect to adopt, a formal written dividend policy. Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any indebtedness we or our subsidiaries incur. Following our Corporate Reorganization and this offering, we will be a holding company and will have no material assets other than our equity interest in OpCo, and we will not have any independent means of generating revenue. As such, our ability to pay our taxes and expenses or declare and pay dividends in the future is dependent upon the financial results and cash flows of OpCo and its subsidiaries and distributions we receive from OpCo. OpCo and its subsidiaries may not generate sufficient cash flow to distribute funds to us and applicable state law and contractual restrictions, including negative covenants in our debt instruments, may not permit such distributions. For example, after giving effect to our capital requirements, we would have had a cash deficiency of approximately $203.8

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million on a pro forma basis for the year ended December 31, 2024, and we would not have declared any dividends on our Class A shares during that period. The OpCo LLC Agreement will provide, subject to the terms of any current or future debt or other arrangements, for: (i) pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow us to satisfy our actual income tax liabilities with respect to our allocable share of the income of OpCo; (ii) pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow us to make payments under the Tax Receivable Agreement that we will enter into with OpCo and the TRA Holders in connection with the closing of this offering and any subsequent tax receivable agreements that we may enter into in connection with future acquisitions; and (iii) to the extent cash is available, additional pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow the OpCo Unitholders (other than us) to satisfy their estimated tax liabilities with respect to their allocable share of the income of OpCo, based on certain assumptions and conventions. OpCo, however, is a distinct legal entity and may be subject to legal or contractual restrictions that, under certain circumstances, may limit our ability to obtain cash from it. If OpCo makes distributions to us and the other OpCo Unitholders in any given year, we may pay dividends in respect of our Class A shares out of some or all of such distributions remaining after the payment of taxes and other expenses, if determined by our board of directors. Please see “Dividend Policy.”

Redemption Right

Under the OpCo LLC Agreement, each OpCo Unitholder and any permitted transferee thereof (other than us) will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to applicable conversion rate adjustments or (ii) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right, pursuant to the Call Right, to acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right beginning immediately following the consummation of this offering. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be cancelled. The OpCo LLC Agreement and our Operating Agreement will contain provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring a corresponding number of OpCo Units and vice versa. For additional information, please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

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Tax Receivable Agreement	In connection with the closing of this offering, we will enter into a Tax Receivable Agreement with OpCo and the TRA Holders that will generally provide for the payment by us to the TRA Holders of 85% of the amount of cash tax savings, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of Existing Basis, Basis Adjustments, Historical NOLs and Interest Deductions. If we exercise our right to terminate the Tax Receivable Agreement or certain other acceleration events occur that results in an early termination of the Tax Receivable Agreement, we could be required to make an immediate payment to the TRA Holders in an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
Directed share program	At our request, the underwriters will reserve up to 10% of the Class A shares being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. The sales will be made by Raymond James & Associates, Inc. through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved Class A shares, but any purchases they do make will reduce the number of Class A shares available to the general public. Any reserved Class A shares not so purchased will be offered by the underwriters to the general public on the same terms as the other Class A shares. Class A shares purchased by our directors, officers and employees in the directed share program will be subject to lock‑up restrictions described in this prospectus. We have agreed to indemnify Raymond James & Associates, Inc. against certain liability and expenses, including liabilities under the Securities Act, in connection with the sales of reserved Class A shares. See “Underwriting—Directed Share Program.”
Listing and trading symbol	We have applied to list our Class A shares on each of the NYSE and NYSE Texas under the symbol “WBI.”
Risk factors	You should carefully read and consider the information set forth under the heading “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our Class A shares.

The information above excludes (i) Class A shares reserved for issuance under our LTIP (as defined herein), which we intend to adopt in connection with the completion of this offering, and (ii) Class A shares reserved for issuance in connection with any exercise of the Redemption Right or the Call Right. Except as otherwise noted, all information in this prospectus assumes (i) no exercise by the underwriters of their option to purchase additional Class A shares and (ii) no purchase of Class A shares by our directors, officers, employees and other individuals associated with us and members of their families through the directed share program.

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Summary Historical and Pro Forma Financial Data

The following table shows summary historical and pro forma financial data for each of the periods indicated. The summary historical consolidated financial data set forth below as of and for the three and six months ended June 30, 2025 and 2024 has been derived from the unaudited consolidated financial statements of WBEF and NDB Operating included elsewhere in this prospectus, and the summary historical consolidated financial data set forth below as of and for the years ended December 31, 2024 and 2023 has been derived from the audited consolidated financial statements of WBEF and NDB Operating included elsewhere in this prospectus. The unaudited summary pro forma consolidated financial data set forth below as of and for the six months ended June 30, 2025 and 2024 and as of and for the year ended December 31, 2024 has been derived from our unaudited pro forma condensed combined financial statements included elsewhere in this prospectus.

The unaudited pro forma historical financial data set forth below gives effect to the WaterBridge Combination as if such transaction had occurred on January 1, 2024, in the case of the statement of operations data, and June 30, 2025, in the case of the balance sheet data. The unaudited pro forma, as adjusted, financial data set forth below gives effect to the WaterBridge Combination, the Corporate Reorganization and this offering and the use of proceeds therefrom as if such events had occurred on January 1, 2024, in the case of the statement of operations data, and June 30, 2025, in the case of the balance sheet data. The unaudited pro forma and unaudited pro forma, as adjusted historical financial data is presented for illustrative purposes only and is not necessarily indicative of the financial position that would have existed or the financial results that would have occurred if the WaterBridge Combination, the Corporate Reorganization and this offering and the use of proceeds therefrom, as applicable, had been consummated on the dates indicated, nor are they necessarily indicative of the financial position or results of our operations in the future. The pro forma adjustments, as described in the notes to the unaudited pro forma condensed combined financial statements, are preliminary and based upon currently available information and certain assumptions that our management believes are reasonable. The summary historical consolidated financial data is qualified in its entirety by, and should be read in conjunction with, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in this prospectus and the consolidated financial statements and related notes and other financial information included in this prospectus. Historical results are not necessarily indicative of results that may be expected for any future period.

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	WBEF						NDB Operating						Pro Forma		Pro Forma, as adjusted
	Three Months Ended June 30,		Six Months Ended June 30,		Year Ended December 31,		Three Months Ended June 30,		Six Months Ended June 30,		Year Ended December 31,		Six Months Ended June 30,	Year Ended December 31,	Six Months Ended June 30,	Year Ended December 31,
	2025	2024	2025	2024	2024	2023	2025	2024	2025	2024	2024	2023	2025	2024	2025	2024
(Dollars in thousands, except per barrel data)
Statement of Operations Data:
Revenues:
Produced water handling	$80,932	$81,828	$155,896	$160,685	$316,235	$336,556	$89,158	$63,280	$174,221	$121,788	$283,963	$183,858	$329,583	$599,753	$329,583	$599,753
Water solutions	3,520	2,743	7,018	3,944	6,635	16,722	6,315	7,982	17,973	13,010	23,830	9,236	24,991	30,465	24,991	30,465
Other revenues	1,687	670	3,421	3,216	6,546	11,185	39	2,622	1,228	4,487	8,503	7,673	20,302	31,946	20,302	31,946
Total revenues	86,139	85,241	166,335	167,845	329,416	364,463	95,512	73,884	193,422	139,285	316,296	200,767	374,876	662,164	374,876	662,164
Direct operating costs	32,115	30,281	63,515	61,174	118,073	126,723	48,871	34,972	90,820	64,097	149,533	97,029	158,915	276,185	158,915	276,185
Depreciation, amortization and accretion	31,916	27,601	59,298	55,431	120,048	111,096	21,148	17,976	42,186	36,943	78,315	48,436	131,401	255,327	131,401	255,327
Total cost of revenues	64,031	57,882	122,813	116,605	238,121	237,819	70,019	52,948	133,006	101,040	227,848	145,465	290,316	531,512	290,316	531,512
General and administrative expense	11,253	10,041	18,940	23,925	34,545	11,922	7,583	14,552	14,175	20,058	33,786	14,693	34,841	70,069	34,841	70,069
Loss (Gain) on disposal of assets	-	-	-	-	-	-	82	(319)	11,691	(298)	-	-	11,691	-	11,691	-
Other operating (income) expense, net	1,193	(352)	1,628	(123)	1,490	4,261	658	(4,132)	1,665	(3,983)	(1,755)	118	3,293	(265)	3,293	(265)
Operating income	9,662	17,670	22,954	27,438	55,260	110,461	17,170	10,835	32,885	22,468	56,417	40,491	34,735	60,848	34,735	60,848
Interest expense, net	26,005	38,341	54,341	73,149	134,671	122,811	10,168	14,929	24,225	23,172	53,356	26,236	74,404	175,611	72,061	160,432
Gain on derivative instrument	-	-	-	-	-	(4,546)	-	-	-	-	-	-	-	-	-	-
Other income, net	(767)	(614)	(1,537)	(1,216)	(2,612)	(2,040)	(133)	-	(265)	-	(251)	(523)	(1,802)	(2,863)	(1,802)	(2,863)
Income (loss) from operations before taxes	(15,576)	(20,057)	(29,850)	(44,495)	(76,799)	(5,764)	7,135	(4,094)	8,925	(704)	3,312	14,778	(37,867)	(111,900)	(35,524)	(96,721)
Income tax expense (benefit)	31	8	(29)	8	4	575	10	79	89	138	320	111	133	374	(1,256)	(3,801)
Net (loss) income	$(15,607)	$(20,065)	$(29,821)	$(44,503)	$(76,803)	$(6,339)	$7,125	$(4,173)	$8,836	$(842)	$2,992	$14,667	$(38,000)	$(112,274)	$(34,268)	$(92,920)
Net (loss) income margin	(18)%	(24)%	(18)%	(27)%	(23)%	(2)%	7%	(6)%	5%	(1)%	1%	7%	(10)%	(17)%	(9)%	(14)%
Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities	$36,273	$(6,045)	$27,981	$5,837	$62,943	$113,265	$15,967	$32,721	$59,179	$41,837	$73,859	$48,473
Investing activities	$(30,494)	$(3,718)	$(45,041)	$(9,748)	$(19,306)	$(67,105)	$(84,221)	$(219,734)	$(110,287)	$(248,905)	$(323,661)	$(171,280)
Financing activities	$986	$868	$(10,723)	$(15,726)	$(33,792)	$(28,349)	$52,553	$199,429	$49,726	$218,932	$250,217	$128,787
Supplementary Data:
Adjusted EBITDA (1)	$49,347	$49,045	$92,881	$95,131	$191,225	$218,296	$40,568	$33,761	$90,681	$65,796	$149,740	$95,160	$192,375	$347,100	$192,375	$347,100
Adjusted EBITDA Margin (1)	57%	58%	56%	57%	58%	60%	42%	46%	47%	47%	47%	47%	51%	52%	51%	52%
Gross margin	$22,108	$27,359	$43,522	$51,240	$91,295	$126,644	$25,493	$20,936	$60,416	$38,245	$88,448	$55,302	$84,560	$130,652	$84,560	$130,652
Adjusted Operating Margin (1)	$54,024	$54,960	$102,820	$106,671	$211,343	$237,740	$46,641	$38,912	$102,602	$75,188	$166,763	$103,738	$215,961	$385,979	$215,961	$385,979
Total volumes (MBbls)	112,621	112,760	219,135	222,608	433,616	493,551	129,549	103,366	271,244	192,115	428,652	289,888	490,379	862,268	490,379	862,268
Adjusted Operating Margin ($/Bbl)(1)	$0.48	$0.49	$0.47	$0.48	$0.49	$0.48	$0.36	$0.38	$0.38	$0.39	$0.39	$0.36	$0.44	$0.45	$0.44	$0.45
Daily produced water handling volumes (MBbls)	1,162	1,156	1,117	1,141	1,122	1,214	1,213	920	1,205	884	1,002	687	2,322	2,124	2,322	2,124
Daily water solutions volumes (MBbls)	76	83	94	82	63	138	211	216	294	172	169	107	388	232	388	232
Net Debt (at end of period) (1)	$1,145,105		$1,145,105		$1,114,354	$1,104,631	$628,833		$628,833		$596,090	$325,268	1,785,035		1,556,990
Ratio of Net Debt (at end of period) to Annualized Adjusted EBITDA	5.80x		6.16x		5.83x	5.06x	3.88x		3.47x		3.98x	3.42x	4.64x		4.05x
Selected Balance Sheet Data (at end of period):
Cash and cash equivalents			$20,104	$18,405	$47,887	$38,042			$11,902	$24,733	$13,284	$12,869	$35,153		$164,198
Total assets			$1,565,731	$1,609,646	$1,589,276	$1,677,163			$1,463,160	$1,299,476	$1,350,587	$1,074,354	$3,505,657		$3,751,518
Long-term debt, net of debt issuance costs			$1,113,865	$1,100,476	$1,101,321	$1,083,559			$620,380	$553,200	$586,417	$337,568	$1,779,800		$1,680,800
Total liabilities			$1,201,060	$1,171,231	$1,193,299	$1,202,304			$769,893	$641,079	$687,538	$423,826	$2,005,186		$2,050,043

(1)Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Margin, Adjusted Operating Margin per Barrel and Net Debt are non-GAAP financial measures. See “—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures.

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Non-GAAP Financial Measures

We use certain non-GAAP performance measures to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with GAAP. These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures included below.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. We define Adjusted EBITDA as net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share‑based compensation; transaction‑related expenses; non-recurring litigation settlements and expenses; debt modification costs; gains or losses on disposal of assets; and other non‑cash or non‑recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired.

Net Debt

Net Debt is an important component in the calculation of the Ratio of Net Debt to Annualized Adjusted EBITDA. We believe that Net Debt is a meaningful non-GAAP financial measure useful to investors because we review Net Debt to assess our overall financial flexibility, capital structure and leverage. Further, we believe that the Ratio of Net Debt to Annualized Adjusted EBITDA is a useful measure as it monitors the sustainability of our debt levels and our ability to take on additional debt against Annualized Adjusted EBITDA, which is used as an operating performance measure. We define Net Debt as total debt less available cash.

Adjusted Operating Margin and Adjusted Operating Margin per Barrel

Adjusted Operating Margin and Adjusted Operating Margin per Barrel are dependent upon the volume of produced water we gather and handle, the volume of recycled water and brackish water we sell and transfer, the fees we charge for such services and the recurring operating expenses we incur to perform such services. We define Adjusted Operating Margin as gross margin plus depreciation, amortization and accretion. We define Adjusted Operating Margin per Barrel as Adjusted Operating Margin divided by total volumes handled, sold or transferred.

We seek to enhance our Adjusted Operating Margin in part by reducing, to the extent appropriate, expenses directly tied to operating our assets. Landowner royalties, power expenses for handling and treatment facilities, direct labor costs, chemical costs, workover expenses and repair and maintenance costs comprise the most significant portion of our expenses. Our operating expenses are largely variable and as such, generally fluctuate in correlation with throughput volumes.

Our Adjusted Operating Margin incrementally benefits from increased water solutions recycled water sales. When produced water is recycled, we recognize cost savings from reduced landowner royalties, reduced pumping costs, lower chemical treatment and filtration costs and reduced power consumption.

Management believes Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Ratio of Net Debt to Annualized Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure. In addition, management believes Net Debt and the Ratio of Net Debt to Annualized Adjusted EBITDA is useful to investors because we review Net Debt and the Ratio of Net Debt to Annualized Adjusted EBITDA as part of our assessment of overall financial position and leverage. Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Ratio of Net Debt to Annualized Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel are not measures of financial performance under GAAP and should not be considered as measures of liquidity or as alternatives to net income (loss). Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Ratio of Net Debt to Annualized Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel as defined by us may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with net income (loss) and other measures prepared in accordance with GAAP, such as gross margin, operating income or cash flows from operating activities. Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Ratio of Net Debt to Annualized Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP.

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The following table sets forth a reconciliation of (a) net income (loss) and net income (loss) margin as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin, respectively, (b) gross margin as determined in accordance with GAAP to Adjusted Operating Margin and Adjusted Operating Margin per Barrel for the periods indicated and (c) total debt as determined in accordance with GAAP to Net Debt.

	WBEF						NDB Operating						Pro Forma		Pro Forma, as adjusted
	Three Months Ended June 30,		Six Months Ended June 30,		Year Ended December 31,		Three Months Ended June 30,		Six Months Ended June 30,		Year Ended December 31,		Six Months Ended June 30,	Year Ended December 31,	Six Months Ended June 30,	Year Ended December 31,
	2025	2024	2025	2024	2024	2023	2025	2024	2025	2024	2024	2023	2025	2024	2025	2024
(Dollars in thousands, except per barrel data)
Net (loss) income	$(15,607)	$(20,065)	$(29,821)	$(44,503)	$(76,803)	$(6,339)	$7,125	$(4,173)	$8,836	$(842)	$2,992	$14,667	$(38,000)	$(112,274)	$(34,268)	$(92,920)
Adjustments:
Depreciation, amortization, and accretion	31,916	27,601	59,298	55,431	120,048	111,096	21,148	17,976	42,186	36,943	78,315	48,436	131,401	255,327	131,401	255,327
Interest expense, net	26,005	38,341	54,341	73,149	134,671	122,811	10,168	14,929	24,225	23,172	53,356	26,236	74,404	175,611	72,061	160,432
Income tax expense (benefit)	31	8	(29)	8	4	575	10	79	89	138	320	111	133	374	(1,256)	(3,801)
EBITDA	$42,345	$45,885	$83,789	$84,085	$177,920	$228,143	$38,451	$28,811	$75,336	$59,411	$134,983	$89,450	$167,938	$319,038	$167,938	$319,038
Adjustments:
Share-based compensation(1)	5,776	665	7,397	8,067	6,801	(12,010)	1,058	8,064	1,382	8,711	9,529	(359)	8,779	16,330	8,779	16,330
Litigation settlements and expenses(2)	-	1,185	-	1,669	3,561	1,079	-	732	-	1,017	3,476	1,145	-	7,037	-	7,037
Non-recurring tax gain(3)	-	-	-	-	-	-	-	(4,411)	-	(4,411)	(4,841)	(1,205)	-	(4,841)	-	(4,841)
Temporary power costs	-	-	-	-	-	662	-	4	434	385	1,473	3,681	434	1,473	434	1,473
Gain on financial instrument	-	-	-	-	-	(4,546)	-	-	-	-	-	-	-	-	-	-
Gain (loss) on disposal of assets, net	11	(294)	38	(294)	(243)	3,340	19	(356)	11,628	(380)	(287)	53	11,666	(530)	11,666	(530)
Asset integration costs	-	-	-	-	-	-	-	601	-	601	3,178	592	-	3,178	-	3,178
Debt modification costs	-	1,604	-	1,604	2,370	737	-	-	-	-	-	85	-	2,370	-	2,370
Transaction related-expenses(4)	694	-	1,106	-	31	288	550	294	881	319	1,548	247	1,987	1,579	1,987	1,579
Other(5)	521	-	551	-	785	603	490	22	1,020	143	681	1,471	1,571	1,466	1,571	1,466
Adjusted EBITDA	$49,347	$49,045	$92,881	$95,131	$191,225	$218,296	$40,568	$33,761	$90,681	$65,796	$149,740	$95,160	$192,375	$347,100	$192,375	$347,100
Total revenues	$86,139	$85,241	$166,335	$167,845	$329,416	$364,463	$95,512	$73,884	$193,422	$139,285	$316,296	$200,767	$374,876	$662,164	$374,876	$662,164
Cost of revenues	(64,031)	(57,882)	(122,813)	(116,605)	(238,121)	(237,819)	(70,019)	(52,948)	(133,006)	(101,040)	(227,848)	(145,465)	(290,316)	(531,512)	(290,316)	(531,512)
Gross margin	22,108	27,359	43,522	51,240	91,295	126,644	25,493	20,936	60,416	38,245	88,448	55,302	84,560	130,652	84,560	130,652
Depreciation, amortization, and accretion	31,916	27,601	59,298	55,431	120,048	111,096	21,148	17,976	42,186	36,943	78,315	48,436	131,401	255,327	131,401	255,327
Adjusted Operating Margin	$54,024	$54,960	$102,820	$106,671	$211,343	$237,740	$46,641	$38,912	$102,602	$75,188	$166,763	$103,738	$215,961	$385,979	$215,961	$385,979
Total volumes (MBbls)	112,621	112,760	219,135	222,608	433,616	493,551	129,549	103,366	271,244	192,115	428,652	289,888	490,379	862,268	490,379	862,268
Adjusted Operating Margin ($/Bbl)	$0.48	$0.49	$0.47	$0.48	$0.49	$0.48	$0.36	$0.38	$0.38	$0.39	$0.39	$0.36	$0.44	$0.45	$0.44	$0.45
Net (loss) income margin	(18)%	(24)%	(18)%	(27)%	(23)%	(2)%	7%	(6)%	5%	(1)%	1%	7%	(10)%	(17)%	(9)%	(14)%
Adjusted EBITDA margin	57%	58%	56%	57%	58%	60%	42%	46%	47%	47%	47%	47%	51%	52%	51%	52%
Balance sheet data (at end of period):
Total debt	$1,165,209		$1,165,209		$1,162,241	$1,142,673	$640,735		$640,735		$609,374	$338,137	$1,820,188		$1,721,188
Cash and cash equivalents	20,104		20,104		47,887	38,042	11,902		11,902		13,284	12,869	35,153		164,198
Net Debt	$1,145,105		$1,145,105		$1,114,354	$1,104,631	$628,833		$628,833		$596,090	$325,268	$1,785,035		$1,556,990
Annualized Adjusted EBITDA(6)	$197,388		$185,762		$191,225	$218,296	$162,272		$181,362		$149,740	$95,160	$384,749		$384,749
Ratio of Net Debt to Annualized Adjusted EBITDA	5.80x		6.16x		5.83x	5.06x	3.88x		3.47x		3.98x	3.42x	4.64x		4.05x

(1)Share-based compensation, for both periods for WBEF and, prior to July 1, 2024, for NDB Operating, represents the non-cash charge for the periodic fair market value changes associated with liability awards for which the cumulative vested amount is recognized ratably over the applicable vesting period. Incentive units were issued to certain members of management, and changes to the incentive units’ fair values are driven by changes in period end valuations, the issuance of new incentive units, and the vesting of previously issued incentive units. Subsequent to July 1, 2024, NDB Operating incentive units are reclassified as equity awards and are no longer required to be remeasured at fair value.

(2)Litigation settlements and expenses consist of non-recurring costs incurred not in the ordinary course of business. Routine litigation has not been adjusted.

(3)Non-recurring tax gain represents the release of a liability associated with transaction taxes recorded in conjunction with a historical acquisition.

(4)Transaction related-expenses consist of non-capitalizable transaction costs associated with both completed and attempted acquisitions.

(5)Other consists of abandoned well costs, abandoned project costs, and other non-cash or non-recurring items.

(6)Quarterly Adjusted EBITDA is annualized by multiplying by four. Semi-annual Adjusted EBITDA is annualized by multiplying by two.

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RISK FACTORS

Investing in our Class A shares involves a significant degree of risk. The risks described below as well as all other information in this prospectus, including the historical and pro forma financial statements and the notes thereto and the matters addressed under the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward‑Looking Statements,” should be considered carefully before deciding to invest in our Class A shares. The risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also materially affect our business. The occurrence of any of the following risks or additional risks and uncertainties that are currently deemed immaterial or unknown could have a material adverse effect on our business, financial condition, liquidity, results of operations, cash flows and prospects. In such an event, the trading price of our Class A shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity in our areas of operation.

The volume of water we manage is driven primarily by the level of crude oil and natural gas production and development in our areas of operation. We have no control over the oil and natural gas development activity in our areas of operation, and the willingness and ability of E&P companies to continue development activities in our areas of operation is dependent on a variety of factors that are outside of their and our control, including:

•the demand for and supply of oil and natural gas;

•prevailing oil and gas prices and expectations regarding future oil and natural gas prices;

•the capital costs required for drilling, completion and production activities;

•access to, and cost of, capital;

•the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel;

•consolidation in the oil and natural gas industry, which may result in lower overall drilling and completion activity;

•the producers’ expected return on investment in wells drilled in our areas of operation as compared to opportunities in other areas;

•trade policies of domestic and foreign governments, including the imposition of tariffs or other levies on cross-border movement of goods and services; and

•governmental regulations, including environmental restrictions.

Demand for our water management solutions depends substantially on capital spending by producers to construct and maintain infrastructure and explore for, develop and produce oil and natural gas in our areas of operation. These expenditures are generally dependent on such producers’ overall financial position, capital allocation priorities, ability to access capital and their views of future demand for, and prices of, oil and natural gas. Volatility in oil or natural gas prices (or the perception that oil or natural gas prices will decrease) affects such producers’ capital allocations and willingness to pursue development activities within our areas of operation. This, in turn, could lead to lower demand for our water management solutions, delays in payment of, or nonpayment of, amounts that are owed to us and cause lower revenue from our water management solutions and lower utilization of our assets. As a result, a significant decrease in the price of oil and natural gas or decrease in levels of production of oil and natural gas in our areas of operation could adversely affect our results of operations, cash flows and financial position.

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The willingness of E&P companies to engage in drilling, completion and production activities in our areas of operation is substantially influenced by the market prices of oil and natural gas, which are highly volatile.

Market prices for oil and natural gas are volatile and a decrease in prices could reduce drilling, completion and production activities by producers in our areas of operation, resulting in a reduction in the demand for our services. The market prices for oil and natural gas are subject to U.S. and global macroeconomic and geopolitical conditions, among other things, and, historically, have been subject to significant price fluctuations and may continue to change in the future. Prices for oil and natural gas may fluctuate widely in response to relatively minor changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control and the control of producers in our areas of operation, such as:

•general market conditions, including macroeconomic trends, inflation, interest rates and associated policies of the Federal Reserve;

•the domestic and foreign supply of and demand for oil and natural gas;

•the price and quantity of foreign imports and U.S. exports of oil and natural gas;

•market expectations about future prices of oil and natural gas;

•oil and natural gas drilling, completion and production activities and the cost of such activities;

•political and economic conditions and events domestically and in foreign oil and natural gas producing countries, including embargoes, increased hostilities in the Middle East, and other sustained military campaigns, the Russia-Ukraine war, as well as the Israel-Hamas conflict, conditions in South America, Central America, China and Russia and acts of terrorism or sabotage;

•the ability of and actions taken by members of OPEC+ and other oil-producing nations in connection with their arrangements to maintain oil prices and production controls;

•the impact on worldwide economic activity of an epidemic, outbreak or other public health event;

•the level of consumer product demand and any efforts that may negatively impact the future production of oil and natural gas;

•weather conditions, such as winter storms, fires, earthquakes and flooding and other natural disasters;

•U.S. and non-U.S. governmental regulations and energy policy, including environmental initiatives and taxation;

•changes in global and domestic political and economic conditions, both generally and in the specific markets in which we operate, including the impact related to changing U.S. and foreign trade policies, such as increased trade restrictions or tariffs;

•the effects of litigation;

•physical, electronic and cybersecurity breaches;

•the proximity, cost, availability and capacity of oil and natural gas pipelines and other transportation infrastructure;

•technological advances affecting energy consumption, energy storage and energy supply;

•the price and availability of alternative fuels and any efforts to transition to a low-carbon economy; and

•the impact of energy conservation efforts.

These factors have at times resulted in, and may in the future result in, a reduction in global economic activity and volatility in the global financial markets and make it extremely difficult to predict future oil and natural gas price movements with certainty. A sustained decline in oil and natural gas prices may reduce the amount of oil and natural gas that can be produced economically by producers in our areas of operation, which may reduce such producers’ willingness to use our water management solutions, which could have a material adverse effect on our business. Producers in our areas of operation could also determine during periods of low oil and natural gas prices to shut-in or curtail production from wells, or plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. The scale and duration of the impact of these factors cannot be predicted but could lead to an increase in our customers’ operating costs or a decrease in our or our customers’ revenues, and any substantial decline in the price of oil and natural gas or prolonged period of low oil and natural gas prices may have a material adverse effect on our results of operations, cash flows and financial position.

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Our business is dependent upon the willingness of E&P companies to outsource their water management requirements, and we compete with other water management providers to meet these needs.

Our business is largely dependent on the willingness of E&P companies to outsource their water management requirements generally, and to us, specifically. Many E&P companies have developed their own proprietary water infrastructure systems, including pipelines and water treatment and handling facilities, designed to manage their produced water needs. In addition, we compete with numerous third-party water management companies with existing water infrastructure to provide produced water management to E&P companies. E&P companies, including our customers, could decide to recycle or otherwise manage their produced water internally or use another water management provider, which could have a material adverse effect on our results of operations, cash flows and financial position.

We cannot predict the rate at which our customers will develop acreage that is dedicated to us or the areas they will decide to develop.

Our acreage dedications from our customers cover water management services in a number of areas that are at the early stages of development, in areas that our customers are still determining whether to develop, and in areas where we may have to construct additional gathering or transportation pipelines or acquire assets from third parties to connect to our water infrastructure network. We cannot predict which of these areas our customers will develop or when they might do so. Our customers may decide to explore and develop areas that are not dedicated to us. Our customers’ decisions to delay development of acreage that is dedicated to us or to develop acreage that is not dedicated to us could have a material adverse effect on our results of operations, cash flows and financial position.

Our success largely depends on the produced water volumes we handle, which are dependent on certain factors beyond our control. Any decrease in the volumes of produced water that we handle, which because of natural declines, producer inactivity or otherwise, could have a material adverse effect on our business and operating results.

The volumes of produced water that support our business are dependent on, among other things, the level of produced water from oil and natural gas wells connected to our infrastructure network. This production of oil and natural gas and, eventually, the produced water produced alongside naturally declines over time. Ultimately, a well will likely be shut-in when oil and natural gas production is no longer economic. As a result, our cash flows associated with these wells will also decline over time. In order to maintain or increase volumes of produced water on our infrastructure network, we must obtain new sources of produced water. The primary factors affecting our ability to obtain sources of produced water include (i) the level of successful drilling activity near our network, (ii) our ability to compete for volumes from successful new wells, to the extent such wells are not dedicated to our network and (iii) our ability to capture volumes of produced water currently handled by producers or third-party produced water management companies. Any failure to obtain new sources of produced water on our network could have a material adverse effect on our business, financial position, results of operations and cash flows.

Approximately 80% of our pro forma revenue is derived from our operations in the Delaware Basin, making us vulnerable to risks associated with geographic concentration generally and the Delaware Basin specifically, including basin-specific supply and demand factors, regulatory changes and severe weather impacts that could have a material adverse effect on our business.

The Delaware Basin of Texas and New Mexico is presently our largest operating region, accounting for approximately 80% of our pro forma revenue for the six months ended June 30, 2025 on a pro forma basis. As a result of this concentration, we are vulnerable to risks associated with geographic concentration generally and the Delaware Basin specifically. In particular, we and our customers may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from oil and natural gas wells in this area, availability of equipment, facilities, personnel or services, market limitations, governmental regulation and political activities, processing or transportation capacity constraints, natural disasters, adverse weather conditions, water shortages or other drought related conditions or interruption of the processing or transportation of oil and natural gas. Additionally, increased producer consolidation activity has occurred recently in the Delaware Basin, which may lead to reductions in capital spending in our areas of operation that could have an adverse effect on our business. The effect of fluctuations on supply and demand may also become more pronounced within specific geographic oil and natural gas producing areas such as the Delaware Basin, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions. Each of these factors could have a material adverse effect on our business, financial position, results of operations and cash flows.

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We rely on a small number of key individuals, certain of whom have responsibilities with affiliated entities, whose absence or loss could adversely affect our business, and difficulty attracting and retaining experienced personnel and qualified directors could reduce our competitiveness and prospects for future success.

The successful operation and growth of our business depends to a large extent on a small number of key individuals to whom many integral responsibilities within our business have been assigned. Such individuals hold positions with or dedicate a portion of their time and resources to the activities of our affiliates, including Five Point and LandBridge, and there can be no assurance as to the future allocation of time and resources between our business, on the one hand, and those affiliates in which our directors and management team hold an interest or dedicate their time and resources, on the other hand. We rely on our key personnel for their knowledge of the energy industry, relationships within the industry and experience in operating a business in our areas of operation. The loss of the services of one or more of these key directors or management team members, and the inability to recruit or retain additional key personnel, could have an adverse effect on our business. Further, we do not have currently a succession plan for the replacement of, and do not maintain “key-person” life insurance policies on, such key personnel.

In addition, our business and the success thereof is also dependent, in part, on our ability to attract and retain qualified personnel. Acquiring and keeping these personnel could prove more difficult or cost substantially more than estimated due to competition within the broader energy industry. Other companies may be able to offer better compensation and benefits packages to attract and retain such personnel. If we cannot retain our experienced personnel or attract additional experienced personnel, our ability to compete in our industry could be harmed, which could have a material adverse effect on our results of operations, cash flows and financial position.

We generally do not own in fee the land on which our pipelines and water handling facilities are located. Our inability to acquire or retain necessary access to land on commercially reasonable terms in order to provide services for our customers or obtain new business could result in disruptions to our operations.

Most of the land on which our water infrastructure network is located is held by surface use agreements (“SUAs”), rights-of-way or other easement rights. While our relationship with LandBridge provides us with access to a large, semi-contiguous, or checkerboarded, acreage position to expand and develop our pipelines and produced water handling facilities, we are, in certain circumstances, subject to the possibility of more onerous terms or increased costs to obtain new rights-of-way or retain existing rights-of-way if such rights-of-way renew, lapse or terminate. In addition, while some states allow regulated facilities to request that a court exercise condemnation powers on their behalf in certain circumstances, our pipelines and produced water handling facilities are not subject to such statutory rights. Our loss of real property rights, or inability to obtain real property rights on commercially reasonable terms, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Our operations depend upon access to available pore space in subsurface geologic formations by which we can dispose of produced water. Our inability to acquire new pore space or our loss of existing pore space may negatively impact our ability to service new and existing customers.

We handle produced water generated by our customers during oil and natural gas operations by constructing produced water handling facilities and injecting such produced water into porous subsurface geologic formations. The amount of subsurface pore space that is capable of permanently storing injected produced water is finite. While our relationship with LandBridge provides us with access to additional, underutilized pore space in strategically advantaged locations in the Delaware Basin, as we or third parties continue to inject produced water at our existing produced water handling facilities, we may exhaust the geologic or technical limits of the subsurface strata for produced water injection.

Any loss of pore space or injection capacity for technical, geological or regulatory reasons could require us to spend significant time and capital expenditure to locate, apply for, permit, drill, complete and place into service new produced water handling facilities and to build pipeline infrastructure to transport produced water to such new facilities. Permits for new produced water handling facilities could be challenged for a variety of reasons by our competitors, oil and natural gas producers, landowners or non-governmental organizations. Such regulatory challenges could be successful and prevent us from being able to secure access to additional pore space.

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If we are unable to accept all of the forecasted produced water volumes properly delivered to us by our customers because we lack available pore space, we may be subject to contractual penalties in certain circumstances for alternative handling solutions, including trucking, and such penalties could be significant. Any curtailment of our customers’ operations and related produced water production due to a lack of available pore space would result in lost revenue to us and could trigger contractual termination rights. Any of these events, either individually or in aggregate, could have a material adverse effect on our business, results of operation and financial condition.

Our customers depend on the availability of oil and natural gas transportation and processing services to support their oil and natural gas production. Any constraint or interruption of such services could decrease oil and natural gas production and as a result, the demand for our services, which could have a material adverse effect on our business, results of operations, cash flows and financial position.

Our customers depend on the availability of oil and natural gas transportation and processing services in order to support their oil and natural gas production. A lack of availability of such services could force our customers to limit their oil and natural gas production or even require our customers to shut-in their producing wells or delay their development of new oil and natural gas wells within our areas of operation. As a result, the volume of oil and natural gas our customers produce, and the related produced water we handle, may decrease, which could have a material adverse effect on our business, results of operations, cash flows and financial position.

The growth of our business through acquisitions may expose us to various risks, including those relating to difficulties in identifying suitable, accretive acquisition opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.

As a component of our business strategies, we intend to pursue selected, accretive acquisitions of assets and businesses that are complementary to our existing water infrastructure network. We routinely evaluate potential acquisitions, and, based on our evaluation criteria and other relevant factors relating to an acquisition, many of which are subject to change, including our evaluation of the market environment, pricing expectations for the assets or business and the competitive situation with respect to a potential acquisition, we may determine to pursue acquisitions of assets and businesses that are currently available for purchase or that become available for purchase in the future. If we are unable to make accretive acquisitions, whether because we are (i) unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts, (ii) unable to obtain financing for these acquisitions on economically acceptable terms or (iii) outbid by competitors or for any other reason, then our future growth will be limited.

Any acquisition involves potential risks, including, among other things:

•mistaken assumptions about future volumes, revenue and costs and efficiencies, including synergies;

•an inability to secure adequate customer commitments to use the acquired assets;

•an inability to integrate successfully the assets or businesses we acquire;

•the assumption of unknown liabilities, including environmental liabilities;

•limitations on rights to indemnity from the seller;

•increases in our expenses and working capital requirements;

•mistaken assumptions about the overall costs of equity or debt; and

•the diversion of management’s and employees’ attention from other business concerns.

In evaluating acquisitions, we generally prepare one or more financial forecasts based on a number of business, industry, economic, legal, regulatory and other assumptions applicable to the proposed transaction. Although we expect a reasonable basis will exist for such assumptions, the assumptions will generally involve current estimates of future conditions. The realization of many of the assumptions will be beyond our control. Moreover, the uncertainty and risk of inaccuracy inherent in any financial projection increases with the length of the forecasted period. Some acquisitions may not be accretive in the near term and will be accretive in the long-term only if we are able to timely and effectively integrate the underlying assets and such assets perform at or near the levels anticipated in our acquisition forecasts.

The process of integrating an acquired business may involve unforeseen costs and delays or other operational, technical, regulatory, legal and financial difficulties and may require a significant amount of time and resources. Our

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failure to successfully incorporate the acquired business and assets into our existing operations or to minimize any unforeseen difficulties could have a material adverse effect on our financial condition and results of operations. Furthermore, there is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions.

As a result of factors including the risks and other considerations referred to above and elsewhere in this prospectus, the trading price of our Class A shares could be negatively impacted by the announcement or completion of any acquisition, or our ability to successfully integrate or achieve our business plan in connection with an acquisition.

We may need to pursue substantial amounts of financing to fund future acquisitions and also issue equity, debt or convertible securities in connection with such acquisitions. We may incur substantial indebtedness to finance acquisitions, and debt service requirements could represent a significant burden on our results of operations and financial condition. We may issue substantial amounts of equity to finance acquisitions, and such issuance of additional equity or convertible securities could result in significant dilution to our existing shareholders. The announcement or consummation of any such transaction may negatively impact the trading price of our Class A shares. Furthermore, we may not be able to obtain additional financing on satisfactory terms. Even if we have access to the necessary capital, we may be unable to continue to identify suitable acquisition opportunities, negotiate acceptable terms or successfully acquire identified targets.

If we consummate any future acquisitions, our capitalization and results of operations may change significantly, and our shareholders will not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in determining the application of these funds and other resources.

We may experience difficulty in achieving and managing future growth.

Future growth may strain our resources, possibly negatively affecting our results of operations, cash flows and financial position. Our ability to grow will depend on a number of factors, including:

•investment by our customers in oil and natural gas production in our areas of operation;

•the results of drilling operations in our areas of operation;

•future and existing limitations imposed by applicable laws or regulations;

•oil and natural gas prices;

•our ability to develop existing and future projects;

•our ability to continue to retain and attract skilled personnel, and our ability to contract for the services of key personnel who are sufficiently dedicated to performing services with respect to our business;

•our ability to maintain or enter into new relationships with customers; and

•our access to, and cost of, capital.

We may also be unable to make attractive acquisitions, which could inhibit our ability to grow, or we could experience difficulty commercializing any acquired assets. It may be difficult to identify attractive acquisition opportunities and, even if such opportunities are identified, our existing and/or future debt agreements contain, or may contain, limitations on our ability to enter into certain transactions, which could limit our future growth.

We may not be successful in pursuing additional commercial opportunities to serve customers outside the oil and natural gas sector.

One of our strategies is to pursue commercial opportunities to serve customers outside the oil and natural gas sector, such as addressing water management needs of power generation businesses supporting data center operations. We may not be able to identify such commercial opportunities or may be unsuccessful in executing on such opportunities. The rapidly evolving and competitive nature of many of the industries we are targeting for such development makes it difficult to evaluate the future prospects of these projects. In addition, we have limited insight into emerging trends that may adversely affect the development of such projects in our areas of operation, and the developers of these projects, if they were to materialize, would encounter the risks and difficulties frequently experienced by growing companies and project developers in rapidly changing industries, including, unpredictable and volatile revenues, increased expenses, an uncertain regulatory environment, novel litigation and corresponding outcomes and changes in business conditions. The viability of this business strategy and the resulting demand for the

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use of our services by such customers will be affected by many factors outside of our control and may not be successful.

Technological advancements in connection with alternatives to hydraulic fracturing could decrease the demand for our services or require us to implement or acquire new technologies at a significant cost.

Wide-scale development of techniques to recycle produced water for use in completion activities or otherwise could adversely affect the amount of produced water we manage on our infrastructure network, which could have a material adverse effect on our results of operations, cash flows and financial position. Some E&P companies are focusing on developing and utilizing non-water fracturing techniques, including those utilizing propane, carbon dioxide or nitrogen instead of water, and we may face competitive pressure to implement or acquire certain new technologies at a significant cost. If producers in our areas of operation were to shift their fracturing techniques to waterless fracturing in the development of their wells, demand for our services would be materially and negatively impacted, and we may be unable to implement or acquire new technologies or products on a timely basis or at an acceptable cost.

While our intellectual property is protected under copyright and trade secret law, we cannot guarantee that such protections will be adequate. Any failure to protect our intellectual property could impair our ability to protect our proprietary technology, and our use of “open-source” code in the WAVE platform may create additional risks. If we do not continue to maintain, improve and adapt our data analysis technologies, including the WAVE platform, our ability to service new and existing customers may be negatively impacted, our competitive advantage may be diminished and we could be subject to claims by third parties for alleged infringement of their intellectual property, which could have a material adverse effect on our results of operations, cash flows and financial position.

We protect our rights in the WAVE platform primarily through a combination of copyright and trade secret law, as well as non-disclosure and intellectual property assignment agreements. While we try to enter into confidentiality and intellectual property assignment agreements with our employees and independent contractors, we cannot guarantee that we have entered into such agreements with all employees or contractors with access to the WAVE platform. Additionally, we cannot guarantee that our contractors have entered into such confidentiality and intellectual property assignment agreements with their subcontractors. Also, while we generally keep the proprietary source code for the WAVE platform as if it were a trade secret, we cannot guarantee that the source code would be adequately protected by trade secret laws, or that such laws, or the contractual protections we have now or in the future, will be effective in preventing against or providing remedies for unauthorized access to, or use or disclosure of, our confidential information, including in our WAVE platform. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

While we developed our WAVE platform in-house with the assistance of independent contractors, our developers have used industry-standard open-source software in connection with the development of the platform. The use of “open-source” code entails greater risks than the use of commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code, and the code may be more susceptible to hackers and other security risks. Furthermore, our future success depends in part on our ability to maintain, improve and adapt our data analysis technologies, including the WAVE platform, to meet the operational requirements of our infrastructure network and address the needs of our customers. We rely on our WAVE platform and the systems underlying it for data gathering, logistics optimization and scenario planning in order to enhance our entire network. Many of our competitors also utilize various data analysis technologies, and if we fail to maintain, improve and adapt our own technologies, our competitors may develop similar or more advanced technologies, which could result in new and existing customers seeking commercial opportunities with our competitors. Even if we are successful in innovating our data analysis technologies, such innovations may not result in the intended benefits or have a significant impact on our business, or our data analysis technologies may become obsolete. Failing to maintain, improve and adapt our data analysis technologies, including the WAVE platform, could negatively impact our ability to service new and existing customers and may diminish our competitive advantage.

Additionally, it is possible that certain of our data analysis technologies, including the WAVE platform or those we license from third parties, as well as other aspects of our business, could infringe the intellectual property rights of others, and from time to time, we may be subject to allegations that we infringe such rights. If we are unable to successfully defend against such claims or license necessary third-party technology or intellectual property on acceptable terms, we may be required to develop alternative, non-infringing technology, which could require significant time, effort and expense, and any attempt to develop non-infringing technology may ultimately not be successful. Any claims of infringement, misappropriation or other claims for violations of intellectual property, regardless of merit, may result in substantial costs to us and a substantial diversion of management’s attention, and could have a material and adverse effect on our results of operations, cash flows or financial position.

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Our customer contracts are subject to renewal risks.

A large percentage of our revenue and volumes is currently derived from long-term customer contracts that include acreage dedications and/or MVCs, and we intend to continue focusing on entering into additional contracts of this nature. As these contracts expire, we will have to negotiate extensions or renewals with existing customers and/or enter into new contracts with other customers. We may not be able to enter into new contracts on favorable commercial terms or at all. We also may be unable to maintain the economic structure of a particular contract with an existing customer or maintain the overall mix of our contract portfolio. Our inability to renew existing contracts on favorable terms or to successfully manage our overall contract mix over time could have a material adverse effect on our results of operations, cash flows and financial position.

Declining general economic, business or industry conditions may have a material adverse effect on our results of operations, cash flows and financial position.

Concerns over global economic conditions, global health threats, trade policies, increased trade restrictions and tariffs, supply chain disruptions, decreased demand, labor shortages, geopolitical issues, inflation, interest rates, the availability and cost of credit and U.S. financial markets and other factors have contributed to increased economic uncertainty. Although inflation in the United States had been relatively low for many years, there was a significant increase in inflation beginning in the second half of 2021, with a general decline beginning in the second half of 2022 and a relative settling in 2023 and 2024. In addition, the U.S. federal government has recently imposed tariffs on international goods, such as those produced in Canada, Mexico and China, and those countries have enacted retaliatory tariffs against the United States. To the extent that any U.S. trade policy results in retaliatory tariffs, such developments could result in inflationary pressures and have an adverse effect on our customers’ business, and reduce demand for use of our services, which could have a material adverse effect on our business, results of operations and financial condition.

In addition, hostilities related to the Russia-Ukraine war, the Israel-Hamas conflict and heightened tensions in the Middle East and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy. These and other factors, such as declining business and consumer confidence, may contribute to an economic slowdown and a recession. Concerns about global economic health also have a significant adverse impact on global financial markets and commodity prices. If the economic climate in the United States or abroad deteriorates, worldwide demand for oil and natural gas products could diminish, which could impact operations in our areas of operations, affect the ability of our customers to continue operations and ultimately adversely impact our results of operations, cash flows and financial position.

While the financial health of the broader oil and gas industry has shown improvement as compared to prior periods, central bank policy actions and associated liquidity risks and other factors may negatively impact the value of our equity and that of our customers, and may reduce our and their ability to access liquidity in the capital markets or result in capital being available on less favorable terms, which could negatively affect our financial condition and that of our customers. If our customers have difficulty accessing the capital markets, then they may reduce their capital expenditures, which could reduce demand for our water management solutions and ultimately adversely impact our results of operations, cash flows and financial position.

The fees charged to customers under our agreements for the gathering, transportation or handling of produced water may not escalate sufficiently to cover increases in costs.

Though we seek to include inflation escalators in all of our long-term customer contracts, contractual provisions providing for inflation escalators in certain contracts are subject to caps, which may limit the amount of any single pricing increase, and may also vary as to the commencement date of such increases and the timing and calculation of the applicable adjustment. As a result, inflation may outpace the revenue adjustments provided by those provisions. We may also experience supply chain constraints, due to international trade policies or otherwise, and inflationary pressure on our cost structures, which could impact or operating costs. We may also face shortages of equipment, raw materials, supplies, commodities, labor and services. These supply chain constraints, trade policies and inflationary pressures may continue to adversely impact our operating costs and, if we are unable to manage our supply chain, it may impact our ability to procure materials and equipment in a timely and cost-effective manner, if at all, which could have a material adverse effect on our ability to provide our water management solutions to our customers and consequently our business, results of operations and financial condition.

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Operational disruptions in our areas of operation from weather, natural disasters, terrorism or other similar causes could impact our results of operations, cash flows and financial position.

We operate in the Delaware Basin, the Eagle Ford Basin and the Arkoma Basin, each of which may be adversely affected by seasonal weather conditions and natural or man-made disasters. A natural disaster (such as an earthquake, tornado, fire or flood) or an act of terrorism could damage or destroy our or our customers’ infrastructure in our areas of operations or result in a disruption of our or their operations. During periods of heavy rain or extreme weather conditions such as tornados or after other disruptive events such as earthquakes or wildfires, our or our customers’ infrastructure and assets may be damaged. Such disruptions could have a material adverse effect on our results of operations, cash flows and financial position.

Global incidents, such as world health events, could have a similar effect of disrupting ours or our customers’ businesses to the extent they impact global demand for oil and natural gas, our areas of operation, the availability of supplies required by our customers, or the employees or other personnel who operate our or our customers’ businesses.

Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. The occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material adverse effect on our results of operations, cash flows and financial position.

Our operations are subject to all of the hazards inherent in the gathering, transporting, disposal, treating and recycling of produced water, including:

•damage to pipelines, water handling facilities, storage tanks, tank batteries, pump stations, related equipment and surrounding properties caused by design, installation, construction materials or operational flaws, natural disasters, acts of terrorism and acts of third parties;

•leaks or losses of produced water as a result of the malfunction of, or other disruptions associated with, equipment or facilities;

•fires, ruptures, earthquakes and explosions; and

•other hazards that could also result in personal injury and loss of life, property damage, pollution and suspension of operations.

Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for:

•injury or loss of life;

•damage to and destruction of property, natural resources and equipment;

•pollution and other environmental damage;

•regulatory investigations and penalties;

•suspension of our operations; and

•repair and remediation costs.

While we maintain insurance coverage at levels that we believe to be reasonable and prudent, we can provide no assurance that our current levels of insurance will be sufficient to cover any losses that we have incurred or may incur in the future, whether due to deductibles, coverage challenges or other limitations. Additionally, we may not be able to maintain adequate insurance in the future at rates or on other terms we consider commercially reasonable. Additionally, insurance will not cover many types of interruptions or events that might occur and will not cover all risks associated with our business and may not be available in certain areas in which we operate. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur. The occurrence of a significant event, the consequences of which are either not covered by insurance or not fully insured, or a significant delay in, or denial of, the payment of a major insurance claim, could have a material adverse effect on our results of operations, cash flows and financial position.

In addition, we are subject to various claims and litigation in the ordinary course of business. For additional information, please see “Business—Legal Proceedings”.

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We and our customers may be subject to catastrophic events, which could have a material adverse effect on our results of operations, cash flows and financial position.

We and our customers may be subject to hazards and operational risks associated with their operations in oil and natural gas drilling, completion and production activities and our associated operations. These hazards may include the risk of fire, explosions, blowouts, seismic events, surface cratering, uncontrollable flows of crude oil, natural gas, NGLs and produced water, pipe or pipeline failures, abnormally pressured formations and pore spaces, casing collapses and environmental hazards such as crude oil and NGL spills, natural gas leaks and ruptures or discharges of toxic gases, release of hazardous materials into the environment and worker health and safety issues. The occurrence of any of these events could result in interruption of our customer’s operations or substantial losses to our and our customers due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations, which could have a material adverse effect on our results of operations, cash flows and financial position.

Changes in laws or adverse court rulings related to the ownership of produced water in our areas of operation could lead to uncertainty with respect to produced water management, delayed or cancelled development by our customers and increased operating costs and litigation expenses for our customers and us, which could have a material adverse effect on our results of operations, cash flows and financial position.

While we include representations in all of our long-term customer contracts that our customers have all right, title and interest required to deliver produced water to us for gathering, transportation and handling, changes in law or adverse court rulings in our areas of operation related to the ownership of produced water, including changes in law and/or court rulings that produced water belongs to the owner of the surface estate, could cause general uncertainty with respect to produced water management. Recently, the Texas Supreme Court in Cactus Water Services, LLC v. COG Operating, LLC, affirmed the determination by the Court of Appeals for the Eighth District of Texas that the lessees (or the mineral interest owners) had superior rights over surface owners to the produced water in dispute. Nevertheless, future litigation or court decisions challenging the results of the Cactus decision may result in impacts on produced water management within our areas of operation, delayed development and/or reallocation of capital to other areas of operation by our customers and/or increased operating costs and litigation expenses for our customers and us, which could have a material adverse effect on our results of operations, cash flows and financial position.

We operate in a highly competitive industry, and competition may intensify as our competitors expand their operations or our existing and potential customers develop their own water infrastructure systems, which may cause us to lose market share and could negatively affect our ability to expand our operations.

The produced water management business is highly competitive and includes numerous existing companies capable of competing effectively in our markets on a local basis. There may also be new companies that enter the midstream water management sector or our existing and potential customers may develop their own water infrastructure systems. Our ability to maintain our market share, revenue and cash flows, as well as our ability to expand our operations, could be adversely affected by the activities of our competitors and our customers. If our competitors substantially increase the resources they devote to the development and marketing of competitive services or substantially decrease the prices at which they offer their services, we may be unable to effectively compete. If our existing and potential customers develop their own water infrastructure networks, we may not be able to effectively replace that revenue. All of these competitive pressures could have a material adverse effect on our results of operations, cash flows and financial position.

Growing or adapting our business by constructing new infrastructure subjects us to construction risks and risks that supplies for such infrastructure will not be available upon completion thereof.

One of the ways we intend to grow our business is through the construction of expansions to our existing pipelines and water handling facilities and/or the construction of new pipelines and water handling facilities and other infrastructure. These projects and any similar projects that we are obligated to undertake to support existing customers’ operations require the expenditure of significant amounts of capital and involve numerous regulatory, environmental, political and legal uncertainties, including opposition by landowners, environmental activists and others. There can be no assurance that we will complete these projects on schedule, or at all, or at the budgeted cost. Moreover, we may undertake these projects to capture anticipated future growth in production in a region in which anticipated production growth does not materialize or for which we are unable to acquire new customers. As a result, our new infrastructure may not be able to attract enough demand for our water management solutions to achieve our expected investment return, which could have a material adverse effect on our results of operations and financial position.

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We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.

We have historically entered into a number of transactions with related parties. In particular, we have certain agreements with LandBridge, Five Point and Desert Environmental. Related party transactions create the possibility of conflicts of interest with regard to our management. Such a conflict could cause an individual in our management to seek to advance the economic interests of a related party above ours. It is possible that a conflict of interest could have a material adverse effect on our liquidity, results of operations and financial condition.

A loss of one or more significant customers could have a material adverse effect on our results of operations, cash flows and financial position.

For the year ended December 31, 2024, on a pro forma basis, revenues from Permian Resources Corporation and Devon each individually comprised more than 10% of our total water-related revenues and collectively represented 32% of our total water-related revenues. For the six months ended June 30, 2025, on a pro forma basis, revenues from Permian Resources Corporation and Devon each individually comprised more than 10% of our total water-related revenues and collectively represented 33% of our total water-related revenues. Devon and Permian Resources Corporation each individually comprised 17% and 18% of our total accounts receivable, on a pro forma basis, as of June 30, 2025, respectively, and collectively represented 35% of our total accounts receivable at such date. As of December 31, 2024, Devon and Permian Resources Corporation each individually comprised 21% and 11% of our total accounts receivable, on a pro forma basis, respectively, and collectively represented 32% of our total accounts receivable at such date. No other customer accounted for more than 10% of our total pro forma revenue or outstanding accounts receivables.

Any development that materially and adversely affects these customers could result in a reduction in our customers’ spending for our water management solutions. The loss of key customers, failure to renew contracts upon expiration or a sustained decrease in demand by one or more key customers could result in a substantial loss of revenues and could have a material and adverse effect on our results of operations, cash flows and financial position.

Cyber incidents or attacks targeting systems and infrastructure used by the oil and natural gas industry may adversely impact our operations, and a cyber incident or systems failure could result in information theft, data corruption or operational disruption and our results of operations, cash flows and financial position may be adversely impacted.

We and our customers increasingly rely on uninterrupted information technology systems and digital technologies to operate our respective businesses. This reliance extends to the majority of our and our customers’ operations, from monitoring and managing critical infrastructure to processing and storing proprietary and sensitive information. Our information technology systems and networks, and those of our customers, vendors and other business partners, are subject to damage or interruption from cyberattacks, power outages, computer and telecommunications failures, catastrophic events, such as natural disasters or acts of war or terrorism, usage errors by our employees or other personnel and other events unforeseen or generally beyond our control. Damage or interruption to information technology systems could result in significant costs and may lead to significant liability, loss of critical data, reputational damage and disruptions to services or operations.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. Cyber incidents, including deliberate attacks, have increased in frequency globally, with energy-related assets particularly at risk. Due to the critical nature of these assets, any such attack on energy infrastructure could result in widespread service disruptions and challenges in maintaining public trust. The U.S. government has issued public warnings that specifically indicate energy assets could be targets of cybersecurity threats. Our technologies and systems, networks, and those of our customers, affiliates, vendors and other business partners, may become the target of cyberattacks or information security breaches that could result in the unauthorized access, release, gathering, monitoring, corruption, misuse or destruction of proprietary, personal and other information, or other disruption of business operations. Any such event could lead to significant liability, loss of critical data, reputational damage and disruptions to our services or operations.

While we have implemented and maintain commercially reasonable security measures and safeguards, such security measures and safeguards may not be sufficient to protect against an attack. Attackers are increasingly using advances in technologies, such as artificial intelligence and encryption bypasses that may evade our efforts. Emerging artificial intelligence technologies may improve or expand the capabilities of malicious third parties in a way we cannot predict at this time, including being used to develop new hacking tools, exploit vulnerabilities, obscure malicious activities and increase the difficulty detecting threats. Moreover, some of our networks and systems are

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managed by third-party service providers and are not under our direct control. We regularly enter into transactions with third parties, some of whom may have less sophisticated electronic systems or networks and may be more vulnerable to cyberattacks. Our reliance on these third parties means that any vulnerability in their systems could propagate to our own systems, increasing our risk exposure despite our internal controls.

In addition, certain cyber incidents, such as surveillance, ransomware, deepfake-based social engineering attacks and credential stuffing, may remain undetected for some period of time, and cyber incidents and attacks are continually evolving and unpredictable. As cyber incidents and attacks continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cybersecurity incidents. While we utilize various procedures and controls to reduce the risk of the occurrence of cyber incidents, there can be no assurance that our business, finances, systems and assets will not be compromised in a cyber incident. Any failure or perceived failure to detect or respond effectively to a cybersecurity incident could lead to significant liability, undermine shareholder and stakeholder trust and negatively impact business continuity. Furthermore, we are subject to an evolving regulatory landscape, including state, federal and international data privacy laws that require rigorous cybersecurity standards and standards relating to artificial intelligence. Compliance with various data privacy and cybersecurity regulations may impose significant costs, and any perceived or actual failure to comply could result in regulatory penalties, litigation and reputational harm.

Risks Related to Environmental and Other Regulations

We or our customers may be unable to obtain and renew permits necessary for operations, which could have a material adverse effect on our results of operations, cash flows and financial position.

Our and our customers’ ability to conduct operations is subject to a variety of required permits from various governmental authorities, which may limit such operations, including those associated with oil and natural gas exploration, drilling, completion and production activities, disposal or transport of produced water and other hazardous materials or wastes or oilfield wastes, construction activities, stormwater discharge, water use, air emissions, mining, health and safety workplace exposure activities and other activities that may be conducted in association with our or our customers’ operations. The public stakeholders often have the right to comment on permit applications and otherwise participate in the permitting process, including through court and administrative hearing intervention. Accordingly, permits required to conduct our or our customers’ operations may be delayed, not be issued, maintained or renewed, may not be issued or renewed in a timely fashion, or may involve requirements that restrict our or our customers’ ability to economically conduct operations. Limitations on our or our customers’ ability to conduct operations due to difficulties and the inability to obtain or renew necessary permits or similar approvals could have a material adverse effect on our results of operations, cash flows and financial position.

Legislation or regulatory initiatives intended to address seismic activity, over-pressurization or subsidence could restrict drilling, completion and production activities, as well as our ability to handle produced water gathered from our customers, which could have a material adverse effect on our results of operations, cash flows and financial position.

We handle large volumes of produced water in connection with our customers’ drilling and production operations pursuant to permits issued by governmental authorities overseeing such produced water handling activities. While these permits are issued pursuant to existing laws and regulations, these legal and regulatory requirements are subject to change, which could result in the imposition of more stringent permitting or operating constraints or new monitoring and reporting requirements, owing to, among other things, concerns of the public or governmental authorities regarding such produced water handling activities. For example, there exists a growing concern that the injection of produced water into certain produced water handling facilities triggers seismic activity in certain areas, including Texas, where a substantial majority of our network is located. This has led to the creation of operator-led response plans in certain areas in New Mexico or Texas by the New Mexico Oil Conservation Division (the “NMOCD”) and the TRRC, respectively, which can include the TRRC suspending or declining to issue produced water handling permits, restrictions on the amount of material that can be handled or requiring producers to cease disposal in certain produced water handling facilities and in areas within the vicinity of seismic events.

State and federal regulatory agencies have recently focused on a possible connection between hydraulic fracturing related activities, particularly the underground injection of produced water into produced water handling facilities, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and natural gas activity and induced seismicity. The U.S. Geological Survey has identified Oklahoma, Texas and New Mexico as three of six states with the most significant hazards from induced seismicity. In addition, a number of lawsuits have been filed in some states alleging that produced water handling operations have caused seismic events, caused damage to neighboring properties or otherwise violated state and federal regulations

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related to waste disposal. In response to these concerns, regulators in some states have imposed, or are considering imposing, additional requirements, including requirements regarding produced water handling permits, to assess the relationship between seismicity and the use of such produced water handling facilities. For example, the TRRC has previously published a rule governing permitting or re-permitting of produced water handling facilities that would require, among other things, the submission of information on seismic events occurring within a specified radius of the produced water handling facility location, as well as logs, geologic cross sections and structure maps relating to the water handling area in question. On certain occasions, state regulatory agencies have and could request that we limit or suspend operations at one or multiple produced water handling facilities within the boundaries of certain Seismic Response Areas (“SRAs”), pending further study of a location’s potential impact on seismic activity. Although we have not historically been subject to any state government requests to suspend operations of our produced water handling facilities within the boundaries of any SRAs, there is a risk that we may be subject to such suspension orders in the future, which could have a material adverse effect on our results of operations, cash flows and financial position. Certain of our areas of operation along the Texas – New Mexico state borders andcertain areas within Eddy County, New Mexico and Loving County, Texas are within SRAs. In recent years, the TRRC has suspended produced water handling permits within certain SRAs. For example, in January 2024, the TRRC indefinitely suspended all deep oil and gas produced water injection in Culberson and Reeves counties. Separately, in November 2021, the NMOCD implemented protocols requiring producers to take various actions within a specified proximity of certain seismic activity, including a requirement to limit injection rates if a seismic event of a certain magnitude occurs within a specified radius of a produced water handling facility. The adoption and implementation of any new laws or regulations that restrict our ability to handle produced water, by limiting volumes, fees, produced water handling facility locations or otherwise, or requiring us to shut down produced water handling facilities, could limit existing operations and future development activity in affected areas and reduce demand for our water management solutions, which could have a material adverse effect on our results of operations, cash flows and financial position.

Additionally, studies have linked hydraulic fracturing related activities with subsidence and expansion. Both the injection of produced water into produced water facilities and the extraction of water, oil, natural gas or mineral resources from the ground can result in surface subsidence and uplifts caused by changes underground (such as, but not limited to, loss of volume and pressure depletion). Such changes underground have been linked to various geological and environmental hazards, such as alteration of local ecosystems and impacts upon local communities, including a potential increase in seismic activity and the formation of sinkholes. Any new laws or regulations that may be adopted and implemented with respect to addressing subsidence and expansion risks may lead to restrictions upon our operations, which could have a material adverse effect on our results of operations, cash flows and financial position.

Our produced water handling operations expose us to potential regulatory risks.

There are unique risks associated with handling produced water, and the legal requirements related to handling produced water into a non-producing geologic formation by means of produced water handling facilities are subject to change based on concerns of the public or governmental authorities. There remains substantial uncertainty regarding the handling of produced water by means of produced water handling facilities, the regulation of which could have a material adverse effect on us or our customers in a manner that cannot be predicted. These include liabilities related to the handling, treatment, storage, disposal, transport, release and use of radioactive materials, which could be in produced water, and uncertainties regarding the ultimate, and potential exposure to, technical and financial risks associated with modifying or decommissioning produced water handling facilities. Federal or state regulatory agencies could require the shutdown of produced water handling facilities for safety reasons or refuse to permit the restart of any facility after unplanned or planned outages. New or amended safety and regulatory requirements may give rise to additional operational and maintenance costs and capital expenditures. Additionally, aging equipment or facilities may require increased capital expenditures to keep produced water infrastructure operating efficiently or in compliance with applicable laws and regulations. Such equipment is also likely to require periodic upgrading and improvement in order to maintain compliance. Although we have had a strong safety record, accidents and other unforeseen problems have occurred and may occur in the future. The consequences of any major incident could be severe and may result in loss of life or property damage. Any resulting liability from a major environmental or catastrophic incident could have a material adverse effect on us and limit our operations.

Restrictions on the ability to procure brackish water or changes in brackish water sourcing requirements could decrease demand for our water-sourcing solutions.

A portion of our business includes supplying brackish water for use in our customers’ hydraulic fracturing activities. Our access to the brackish water we supply may be limited due to reasons such as prolonged drought or our inability to acquire or maintain brackish water sourcing permits or other rights. In addition, some state and local governmental authorities have begun to monitor or restrict the use of brackish water subject to their jurisdiction for hydraulic

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fracturing to ensure adequate local water supply. For instance, some states require E&P companies to report certain information regarding the water they use for hydraulic fracturing and to monitor the quality of groundwater surrounding some wells stimulated by hydraulic fracturing. Any such decrease in the availability of brackish water, or demand for water-sourcing solutions, could have a material adverse effect on this portion of our business, including our ability to grow this portion of our business.

Federal and state legislation and regulatory initiatives relating to produced water handling facilities could result in increased costs and additional operating restrictions or delays and could harm our business.

The produced water handling process is primarily regulated by state oil and gas authorities. This water handling process has come under scrutiny from the public, various state regulatory bodies, as well as environmental and other groups asserting that the operation of certain deep injection produced water handling facilities has contributed to specific induced seismic events. For additional information, please see “Legislation or regulatory initiatives intended to address seismic activity, over-pressurization or subsidence could restrict drilling, completion and production activities, as well as our ability to handle produced water gathered from our customers, which could have a material adverse effect on our results of operations, cash flows and financial position.”

New laws or regulations, or changes to existing laws or regulations related to the water disposal process may adversely impact the produced water handling industry. For example, in their past legislative sessions, the New Mexico and Texas legislatures both considered bills that would have impacted produced water production and management activities in each state.

We cannot predict whether any federal, state or local laws or regulations will be enacted and, if so, what actions any such laws or regulations would require or prohibit. However, any restrictions on produced water handling could lead to operational delays or increased operating costs and regulatory burdens that could make it more difficult or costly to perform produced water management, which would negatively impact our profitability.

We and our customers are subject to environmental and occupational health and safety laws and regulations that may expose us to significant liabilities for penalties, damages or costs of remediation or compliance.

Our operations and the operations of our customers are subject to federal, regional, state and local laws and regulations relating to the protection of natural resources, the environment and health and safety aspects of our operations, including laws and regulations related to waste management, such as the transportation and disposal of wastes and other materials. These laws and regulations may impose numerous obligations on our operations and the operations of our customers, including the acquisition of permits to take water from surface and underground sources, construct pipelines or handling facilities, drill wells or conduct other regulated activities. Such laws and regulations may also result in the incurrence of capital expenditures to mitigate or prevent releases of materials from our facilities or from customer locations where we are providing services, the imposition of substantial liabilities for pollution resulting from our operations, and the application of specific health and safety criteria addressing worker protection. Any failure on our part or the part of our customers to comply with these laws and regulations could result in restrictions on operations, assessment of administrative, civil and criminal penalties, delays, suspension or revocation of permits and issuance of corrective action orders or injunctions requiring the performance of investigatory, remedial or curative activities.

Our business activities present risks of incurring significant environmental costs and liabilities, including costs and liabilities resulting from our handling of produced water, because of air emissions and wastewater discharges related to our operations, and due to historical oilfield industry operations and waste disposal practices. Our business includes the operation of produced water handling facilities that pose risks of environmental liability, including potential leakage from produced water handling facilities to surface or subsurface soils, surface water or groundwater and obligations relating to remediating, plugging or decommissioning wells or other facility components. In addition, private parties, including the owners of properties upon which we perform services or neighboring properties, also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property or natural resource damages. Some environmental laws and regulations may impose strict liability, without regard to fault or to the legality of the original conduct, and in some situations we could be exposed to liability as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. Remedial costs and other damages arising from environmental laws and costs associated with changes in environmental laws and regulations could be substantial and could have a material adverse effect on our financial position, results of operations, cash flows and ability to pay future dividends on our Class A shares.

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Laws and regulations protecting the environment generally have become more stringent over time and may continue to do so, which could lead to material increases in costs for future environmental compliance and remediation. Changes in existing laws or regulations, or the adoption of new laws or regulations, could delay or curtail exploratory or developmental drilling for our E&P customers and could limit our well servicing opportunities. We may not be able to recover some or any of our costs of compliance with these laws and regulations from insurance. On January 20, 2025, President Trump issued a series of executive orders and memoranda signaling a shift in environmental and energy policy in the United States, including the revocation of approximately 80 executive orders issued by President Biden related to public health, the environment, climate change and climate-related financial risks. President Trump also declared a “national energy emergency,” directing agencies to expedite conventional energy projects. While the extent of the Trump Administration’s changes to the environmental regulatory landscape in the United States is unknown at this time, it is possible that such actions could prompt more activity from state and local legislative bodies and administrative agencies to pass stricter laws, regulations and other binding commitments, and additional changes in the future could impact our results of operation and those of our customers.

Unsatisfactory safety performance may negatively affect our customer relationships and, to the extent we fail to retain existing customers or attract new customers, adversely impact our revenues.

Our ability to retain existing customers and attract new business is dependent on many factors, including our ability to demonstrate that we can reliably and safely operate our business and stay current on constantly changing rules, regulations, training and laws. Existing and potential customers consider the safety record of their service providers to be of high importance in their decision to engage third-party servicers. If one or more accidents were to occur at one of our facilities, the affected customer may seek to terminate or cancel its use of our facilities or services and may be less likely to continue to use our services, which could cause us to lose substantial revenues. Further, our ability to attract new customers may be impaired if they elect not to purchase our third-party services because they view our safety record as unacceptable. In addition, it is possible that we will experience numerous or particularly severe accidents in the future, causing our safety record to deteriorate. This may be more likely as we continue to grow or if we experience high employee turnover or labor shortage or add inexperienced personnel.

We may face increased obligations relating to the future closure of our water handling facilities and may be required to provide an increased level of financial assurance to guarantee that the appropriate closure activities will occur for a water handling facility.

Operating produced water handling facilities generally requires us to establish performance bonds, letters of credit or other forms of financial assurance to address remediation and closure obligations. As we acquire additional water handling facilities or expand our existing water handling facilities, these obligations may increase. Additionally, in the future, regulatory agencies may require us to increase the amount of our closure bonds. Moreover, actual costs could exceed our expectations, as a result of, among other things, federal, state or local government regulatory action, increased costs charged by service providers that assist in closing water handling facilities and additional environmental remediation requirements. Increased regulatory requirements regarding our existing or future water handling facilities, including the requirement to pay increased closure and post-closure costs or to establish increased financial assurance for such activities could substantially increase our operating costs and have a material adverse effect on our results of operations, cash flows and financial position.

Increased regulation of hydraulic fracturing could result in reductions or delays in oil and natural gas production by our customers, which could reduce the volumes of produced water through our water infrastructure systems, which could adversely impact our revenues.

We do not conduct hydraulic fracturing operations, but our customers’ oil and natural gas production is developed from unconventional sources, such as shales, that require hydraulic fracturing as part of the completion process. Hydraulic fracturing is a well-stimulation process that utilizes large volumes of water and sand combined with fracturing chemical additives that are pumped at high pressure to crack open previously impenetrable rock to release hydrocarbons. Hydraulic fracturing is typically regulated by state oil and natural gas commissions and similar agencies. Some states, including those in which we operate, cities, and counties have adopted, or are considering adopting, laws and regulations that could impose more stringent disclosure and well construction requirements on hydraulic fracturing operations, or otherwise seek to ban some or all of these activities. Further, the U.S. Environmental Protection Agency (the “EPA”) and other federal agencies have asserted certain regulatory authority over hydraulic fracturing and has moved forward with various regulatory actions, including the issuance of regulations requiring green completions for hydraulically fractured wells and emission requirements for certain midstream equipment. In addition, the EPA and other federal agencies have conducted various studies concerning the potential environmental impacts of hydraulic fracturing activities. Certain environmental groups have also suggested that additional laws may be needed to more closely and uniformly regulate the hydraulic fracturing process; and

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legislation has been proposed from time to time by some members of the U.S. Congress to provide for such regulation. We cannot predict whether any such legislation will be enacted by the U.S. Congress and if so, what its provisions would be.

Additional levels of regulation and permits required through the adoption of new laws and regulations at the federal, state or local level could lead to delays, increased operating costs and process prohibitions that could reduce the volumes of produced water that move through our water infrastructure systems, which in turn could have a material adverse effect on our results of operations, cash flows and financial position.

We are subject to a series of risks related to climate change.

There are inherent environmental risks wherever business is conducted. Natural disasters and other environmental pressures, such as water scarcity, can have various adverse impacts on us or our customers. Climate change is expected to increase the frequency and severity of such events, as well as contribute to various chronic changes in meteorological and hydrological patterns that may result in similar impacts. For example, changes in the availability of water may impact our customers’ operations or otherwise impact demand for certain of our services. Societal efforts to address climate change may also result in various impacts from the actions of regulators, customers, capital providers and other stakeholders. See “The results of operations of our customers may be materially impacted by efforts to transition to a lower-carbon economy, which could have a material adverse effect on our business, results of operation, cash flows and financial position” and “Increasing stakeholder attention to environmental, social and governance (“ESG”) matters may impact our or our customers’ business.”

The results of operations of our customers may be materially impacted by efforts to transition to a lower-carbon economy, which could have a material adverse effect on our business, results of operation, cash flows and financial position.

Concerns over the risk of climate change have increased the focus by global, regional, national, state and local regulators on greenhouse gas (“GHG”) emissions, including carbon dioxide emissions, and on transitioning to a lower-carbon future. A number of countries and states have adopted, or are considering the adoption of, regulatory frameworks to reduce GHG emissions. These regulatory measures may include, among others, adoption of cap-and-trade regimes, carbon taxes, increased energy efficiency standards, prohibitions or reductions on the sales of new automobiles with internal combustion engines, and tax credits, incentives or mandates for battery-powered or electric automobiles and/or wind, solar or other forms of alternative energy. These include laws such as the Inflation Reduction Act of 2022 (the “IRA”), which appropriates significant federal funding for renewable energy initiatives and amends the federal Clean Air Act (the “CAA”) to impose a first-time fee on the emission of methane from sources required to report their GHG emissions to the EPA. In May 2024, the EPA issued a final rule to implement the IRA’s methane fee, which starts at $900 per metric ton of waste emissions in 2024, increasing to $1,200 for 2025, and $1,500 for 2026 and beyond, and only applies to emissions that exceed the statutorily specified levels. However, on March 14, 2025, a joint Congressional resolution disapproved the EPA’s 2024 rule, and the rule is no longer in effect. While the future implementation or repeal of all or a portion of the IRA is uncertain at this time, it is possible that additional changes in the future could impact our results of operation and those of our customers. Compliance with changes in laws, regulations and obligations relating to climate change could result in increased costs of compliance for our customers or costs of consuming oil and natural gas products, and thereby reduce demand for the use of our land and resources, which could reduce our profitability. Changes in laws and regulations may also result in delays or increased costs associated with obtaining permits needed for oil and natural gas operations.

Additionally, our customers could incur reputational risk tied to changing customer or community perceptions of our customers’ contribution to, or detraction from, the transition to a lower-carbon economy. The evolution of global energy sources is affected by factors outside of our control, such as the pace of technological developments and related cost considerations, the levels of economic growth in different markets around the world and the adoption of climate change-related policies and incentives. These changing trends and perceptions could lower demand for oil and natural gas products, resulting in lower prices and lower revenues as consumers avoid carbon-intensive industries, and could also pressure banks and investment managers to shift investments and reduce lending.

Separately, banks and other financial institutions, including investors, may decide to adopt policies that restrict or prohibit investment in, or otherwise funding, us or our customers based on climate change-related concerns, which could affect our and our customers’ access to and cost of capital for potential growth projects. Additionally, insurers may decide to raise rates and/or cease insuring us or our customers based on climate change-related concerns.

Approaches to climate change and transition to a lower-carbon economy, including government regulation, company policies and consumer behavior, are continuously evolving. For example, in March 2024, the SEC issued a rule

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regarding climate change related disclosures, which has been stayed pending various legal challenges, although the SEC voted to end its defense of the rule in March 2025. Other policymakers, including several U.S. states, have also adopted or are considering adopting disclosure requirements on similar or more expansive matters. Any such disclosure or other climate-related requirements that we may become subject to could require us or our customers to incur significant costs and additional attention from management, including for the establishment of additional controls given the relatively novel nature of such reporting. At this time, we cannot predict how such approaches may develop or otherwise reasonably or reliably estimate their impact on us or our customers’ financial condition, results of operations and ability to compete. However, any long-term material adverse effect on the oil and natural gas industry may affect our results of operations, cash flows and financial position.

Increasing stakeholder attention to ESG matters may impact our or our customers’ business.

Companies across industries are facing increasing scrutiny from investors, regulators, customers and other stakeholders related to their climate, human capital and other ESG practices. For example, various ESG initiatives leverage methodologies, data or standards that are complex and continue to evolve. We cannot guarantee that our approach to such matters will align with the expectations or preferences of any particular stakeholder. Moreover, various stakeholders have different, and at times conflicting, expectations, which can increase the complexity and cost of navigating such matters and associated risks.

Various institutional investors and other financial institutions have also incorporated ESG considerations into their decision-making. In some instances, capital providers make use of ESG scores or ratings, either developed internally or by third-parties, such as organizations that provide proxy advisory services, to inform their decision-making; these ratings can be informed by various factors, including our disclosures (or failure to disclose on certain matters). Some capital providers have also announced plans to limit investments in fossil fuels or to more generally transition their portfolio to lower or net zero GHG emissions (generally over several decades). Any divestment or limitation of capital available to us or our customers in either debt or equity markets, as well as any changes in the availability of insurance or similar financial risk-mitigation products, may have an adverse impact on our business, financial condition or share price.

There are also increasing laws and regulations regarding ESG matters. For example, various policymakers (including the State of California and European Union) have adopted requirements for certain companies to prepare disclosures or take other actions on climate- or other ESG-related matters. See “The results of operations of our customers may be materially impacted by efforts to transition to a lower-carbon economy, which could have a material adverse effect on our business, results of operation, cash flows and financial position.” As with other stakeholder expectations, these requirements are not uniform. Disclosures, whether voluntary or otherwise, may also increase the risk of stakeholder engagement by parties with varying views on such matters. Advocates and opponents of ESG matters have also increasingly turned to activism, including litigation, to advance their perspectives. For example, there have been increasingly nuanced claims of greenwashing against companies for alleged deficiencies in actions, methodologies or disclosures. Moreover, litigants have particularly targeted certain companies associated with the fossil fuel sector, alleging a variety of claims under tort, regulatory and investor/consumer protection theories seeking to either recover damages or constrain fossil fuel operations, which could adversely impact our business to the extent related to us or our customers.

Any failure to successfully navigate stakeholder expectations or regulatory requirements, including any change to existing laws and regulations or their interpretation, may result in increased costs, lower demand for our products and services, reputational harm, challenges with employee or customer attraction or retention, regulatory or investor engagement or other adverse impacts to our business. Our customers, business partners and other stakeholders are also often subject to similar expectations, which may augment or result in additional risks, including risks which may not be known to us.

The Endangered Species Act (“ESA”) and Migratory Bird Treaty Act (“MBTA”) govern our and our E&P customers’ operations and additional restrictions may be imposed in the future, which could have an adverse impact on our ability to expand some of our existing operations or limit our customers’ ability to develop new infrastructure on our land.

The ESA and comparable state laws restrict activities that may result in negative impacts to endangered or threatened species or their habitats. Similar protections are offered to migratory birds under the MBTA and comparable state laws. To the degree that species listed or protected under the ESA, MBTA or similar state laws are identified in the areas where we and our customers operate, both our and our customers’ abilities to conduct or expand operations and construct facilities could be limited, and both we and our customers could be forced to incur additional material costs. Additionally, the United States Fish and Wildlife Service (“FWS”) may make future

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determinations on the listing of currently unlisted species as endangered or threatened under the ESA. For example, in January 2023, the FWS listed two distinct population segments (“DPS”) of the lesser prairie chicken as endangered for the Southern DPS and as threatened for the Northern DPS under the ESA, which live in certain areas in southeastern New Mexico and western Texas. In May 2024, the FWS designated the dunes sagebrush lizard as endangered under the ESA, which also live in certain areas in southeastern New Mexico and western Texas. The designation of previously unlisted species as endangered or threatened could indirectly cause us or our customers to incur additional costs, cause our or our customers’ operations to become subject to operating restrictions or bans and limit future development activity in affected areas, which developments could have a material adverse effect on our results of operations, cash flows and financial position.

Risks Related to Our Financial Condition

We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments, and any future indebtedness, including indebtedness incurred under or in connection with the New Revolving Credit Facility and the New Senior Unsecured Debt, could adversely affect our financial condition.

As of June 30, 2025, we had $1,805.6 million of total debt outstanding on a pro forma basis and $1,706.6 million of total debt outstanding on a pro forma, as adjusted, basis. Our ability to make scheduled payments on, or to refinance, our indebtedness and financial commitments depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions including financial, business and other factors beyond our control, and may vary significantly from year to year. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods and we may be unable to generate sufficient cash flow to permit us to pay the principal, premium, if any, and interest on our indebtedness. Any insufficiency may impact our business.

If our cash flows and capital resources are insufficient to fund debt and other obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to raise additional capital or refinance or restructure our indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be on unfavorable terms, including at higher interest rates, and may require us to comply with more restrictive covenants. The terms of our existing or future debt instruments may restrict us from adopting some of these alternatives. We cannot assure you that any refinancing or restructuring would be possible, that any assets could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales would be favorable to us or that additional financing could be obtained on favorable terms, if at all. In addition, any failure to service our debt, including paying interest or principal on a timely basis, would likely result in a reduction of our credit rating, if any, which could harm our ability to incur additional indebtedness. In addition, if we fail to comply with the covenants or other terms of any agreements governing our debt, our lenders will have the right to accelerate the maturity of that debt and foreclose upon the collateral, if any, securing that debt.

Our indebtedness could have important consequences to you and significant effects on our business, including:

•increasing our vulnerability to adverse changes in general economic, industry and competitive conditions and limiting our ability to address such changes;

•requiring us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund general company and other purposes, including capital expenditures and dividend payments;

•restricting us from exploiting business opportunities and making strategic acquisitions;

•making it more difficult to satisfy our financial obligations, including payments on our indebtedness, and contractual and commercial commitments;

•disadvantaging us when compared to our competitors that have less debt;

•complying with covenants contained in the documents governing such indebtedness may require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise; and

•increasing our borrowing costs or otherwise limiting our ability to borrow additional funds for the execution of our business strategy.

Finally, the agreements governing our outstanding indebtedness limit our ability to incur additional debt, but such agreements do not prohibit us from doing so. For example, we are negotiating and expect OpCo to enter into the New

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Revolving Credit Facility following the closing of this offering that will refinance and replace our Existing Revolving Credit Facilities. If OpCo enters into the New Revolving Credit Facility, we expect that initial availability under the facility would be approximately $500.0 million. Additionally, the effectiveness of the facility will be conditioned on the repayment and termination of the Existing Revolving Credit Facilities, OpCo’s issuance of the New Senior Unsecured Debt and either the full repayment and termination of the Existing Term Loans or the application of 100% of the net proceeds of the New Senior Unsecured Debt to the amounts outstanding under the Existing Term Loans and the amendment of the Existing Term Loans to permit the New Revolving Credit Facility. However, there can be no assurance of our ability to market or syndicate such debt, and to the extent we are not successful in doing so, even if we enter into the New Revolving Credit Facility, the facility will not become effective and any amounts contemplated to be repaid under the Existing Term Loans will not be repaid.

As a result, we could incur more indebtedness in the future, including indebtedness incurred under or in connection with the New Revolving Credit Facility and the New Senior Unsecured Debt, which would exacerbate the foregoing risks.

We are subject to interest rate risk, which may cause our debt service obligations to increase significantly. The weighted average interest rate on borrowings outstanding under our existing credit facilities as of June 30, 2025, on a pro forma basis, was 8.15% in the case of revolving credit borrowings and 8.83% in the case of term loan borrowings.

Borrowings under our credit facilities bear interest at variable rates and expose us to interest rate risk. The weighted average interest rate on our borrowings outstanding under our credit facilities as of June 30, 2025, on a pro forma basis, was 8.15% in the case of revolving credit borrowings and 8.83% in the case of term loan borrowings. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and we would be required to devote more of our cash flow to servicing our indebtedness.

In March 2022, the Federal Reserve began, and continued through 2023, to raise interest rates in an effort to curb inflation. Although the Federal Reserve reduced benchmark interest rates in 2024, we may continue to experience further financing cost increases if interest rates on borrowings, credit facilities and debt offerings increase compared to previous levels. Changes in interest rates, either positive or negative, may also affect the yield requirements of investors who invest in our Class A shares, and the elevated interest rate environment could have an adverse impact on the price of our Class A shares, or our ability to issue equity or incur debt for acquisitions or other purposes.

Changes to applicable tax laws and regulations, exposure to additional income tax liabilities, changes in our effective tax rates or an assessment of taxes resulting from an examination of our income or other tax returns could adversely affect our results of operations, cash flows and financial position, including our ability to repay our debt.

We are subject to various complex and evolving U.S. federal, state and local taxes. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect, and may have an adverse effect on our results of operations, cash flows and financial position, including our ability to repay our debt.

Changes in our effective tax rates or tax liabilities could also adversely affect our results of operations, cash flows and financial position. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•changes in the valuation of our deferred tax assets and liabilities;

•expected timing and amount of the release of any tax valuation allowances;

•expansion into future activities in new jurisdictions;

•the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities; and

•tax effects of share-based compensation.

In addition, an adverse outcome arising from an examination of our income or other tax returns could result in higher tax exposure, penalties, interest or other liabilities that could have an adverse effect on our results of operations, cash flows and financial position.

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We are subject to counterparty credit risk. Nonpayment or nonperformance by our customers could have an adverse effect on our results of operations, cash flows and financial position.

We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers of their respective obligations. Although we maintain policies and procedures to limit such risks, our credit procedures and policies may not be adequate to fully eliminate customer credit risk. If we fail to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration in their creditworthiness, any resulting increase in nonpayment or nonperformance by them of their respective obligations and our inability to collect on outstanding payables or find substitute customers could have an adverse effect on our results of operations, cash flows and financial position. A decline in oil and natural gas prices could negatively impact the financial condition of our customers and sustained lower prices could impact their ability to meet their obligations to us. Further, our contract counterparties may not perform or adhere to our existing or future contractual arrangements. To the extent one or more of our contract counterparties is in financial distress or commences bankruptcy proceedings, contracts with these counterparties may be subject to renegotiation or rejection under applicable provisions of the Bankruptcy Code. Any material nonpayment or nonperformance by our contract counterparties due to inability or unwillingness to perform or adhere to contractual arrangements could adversely affect our results of operations, cash flows and financial position.

If we fail to comply with the restrictions and covenants in our credit facilities or our future debt agreements, there could be an event of default under the terms of such agreements, which could result in an acceleration of maturity.

A breach of compliance with any restriction or covenant in our credit facilities or any of our future debt agreements could result in a default under the terms of the applicable agreement, and our ability to comply with such restrictions and covenants may be affected by events beyond our control. As a result, we cannot assure you that we will be able to comply with these restrictions and covenants. A default could result in acceleration of the indebtedness and a declaration of all amounts borrowed due and payable, which could have an adverse effect on us and negatively impact our ability to borrow. If an acceleration occurs, we may be unable to make all of the required payments and may be unable to find alternative financing. Even if alternative financing were available at that time, it may not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend our credit agreements or such future agreements governing our indebtedness or obtain necessary waivers on satisfactory terms.

Our obligations under our credit facilities are secured by first priority security interests in substantially all of our assets and various guarantees.

The amounts borrowed pursuant to the terms of our credit agreements are secured by substantially all of our and our subsidiaries’ present and after-acquired assets. Additionally, our obligations under our credit facilities are jointly and severally guaranteed by us and our material subsidiaries.

As a result of the above, in the event of the occurrence of a default under our credit facilities, the administrative agent may enforce its security interests (for the ratable benefit of the lenders under our credit facilities and the other secured parties) over our and/or our subsidiaries’ assets that secure the obligations under our credit facilities, take control of our assets and business, force us to seek bankruptcy protection or force us to curtail or abandon our current business plans. If that were to happen, you may lose all, or a part of, your investment in our Class A shares.

The unaudited pro forma condensed combined financial statements, and any other pro forma data, included herein are based on a number of preliminary estimates and assumptions and our actual results of operations, cash flows and financial position of may differ materially.

The unaudited pro forma condensed combined financial statements, and any other pro forma or pro forma, as adjusted, data, included herein is presented for illustrative purposes only, has been prepared based on available information and certain assumptions and estimates that we believe are reasonable, and is not necessarily indicative of what our actual financial position or results of operations would have been had the pro forma or pro forma, as adjusted, events been completed on the dates indicated. Further, our actual results and financial position after the pro forma or pro forma, as adjusted, events occur may differ materially and adversely from the pro forma or pro forma, as adjusted, information herein.

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Risks Related to this Offering, Our Corporate Structure and Our Class A Shares

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, will increase our costs and divert management’s attention from other business concerns, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the NYSE and NYSE Texas rules, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses. We will need to:

•institute a more comprehensive compliance function;

•comply with rules promulgated by the NYSE and NYSE Texas;

•prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

•establish new internal policies, such as those relating to insider trading; and

•involve and retain to a greater degree outside counsel and accountants in the above activities.

Upon becoming a reporting issuer, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal controls over financial reporting. Although we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal controls over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Additionally, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” under the applicable federal securities laws. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements will strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A shares.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As a result of being a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning in the year following our first annual report required to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We will take steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for our internal control over financial reporting. If we identify one or more material weaknesses in our internal control over financial reporting during the evaluation and testing process, we may be unable to conclude that our internal controls are effective.

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Additionally, when we cease to be an “emerging growth company” under the federal securities laws, our independent registered public accounting firm may be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A shares to decline.

Investors in this offering will experience immediate and substantial dilution of $ per Class A share.

The initial public offering price of $     per Class A share (the mid-point of the price range set forth on the cover page of this prospectus) exceeds our pro forma net tangible book value of $     per Class A share. Based on the assumed initial public offering price of $     per Class A share, shareholders will incur an immediate and substantial dilution of $     per Class A share in the as adjusted net tangible book value per share. This dilution results primarily because our assets are recorded at their historical cost in accordance with GAAP, and not their fair value. Please see “Dilution.”

Future sales of Class A shares, or the perception that such sales may occur, may depress our share price, and any additional capital raised through the sale of equity or convertible securities may dilute your ownership in us.

We may in the future issue additional securities. The potential issuance of such additional shares may result in the dilution of the ownership interests of the holders of our Class A shares and may create downward pressure on the trading price of our Class A shares.

In addition, we have granted registration rights to certain of our Existing Owners holding approximately    Class A shares and     Class B shares, or    % and     % of our outstanding Class A shares and Class B shares, respectively, following this offering. Such Existing Owners may exercise their rights under the registration rights agreement in their sole discretion, and sales pursuant to such rights may be material in amount and occur at any time. The sales of substantial amounts of our Class A shares or the perception that these sales may occur could cause the market price of our Class A shares to decline and impair our ability to raise capital. We also may grant additional registration rights in connection with any future issuance of our capital stock.

We cannot predict the size of future issuances of our Class A shares or securities convertible into Class A shares or the effect, if any, that future issuances and sales of shares of our Class A shares will have on the market price of our Class A shares. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

We are a holding company. Our sole material asset after completion of this offering will be our equity interest in OpCo and we will be accordingly dependent upon distributions from OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other expenses.

After this offering, we will be a holding company and will have no material assets other than our equity interest in OpCo, and we will not have any independent means of generating revenue. As such, our ability to pay our taxes and expenses or declare and pay dividends in the future is dependent upon the financial results and cash flows of OpCo and its subsidiaries and distributions we receive from OpCo. OpCo and its subsidiaries may not generate sufficient cash flow to distribute funds to us and applicable state law and contractual restrictions, including negative covenants in our debt instruments, may not permit such distributions.

We anticipate that OpCo will continue to be classified as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, OpCo’s taxable income will be allocated to OpCo Unitholders, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of OpCo. In addition to tax expenses, we will also incur expenses related to our operations, including obligations for payments under the Tax Receivable Agreement, which obligations we expect could be significant.

The OpCo LLC Agreement will provide, subject to the terms of any current or future debt or other arrangements, for: (i) pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow us to satisfy our actual income tax liabilities with respect to our allocable share of the income of OpCo; (ii) pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow us to make payments under the Tax Receivable Agreement that we will enter into with OpCo and the TRA Holders in connection with the closing of this offering and any subsequent tax receivable agreements that we may enter into in connection with future acquisitions; and (iii) to

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the extent cash is available, additional pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow the OpCo Unitholders (other than us) to satisfy their estimated tax liabilities with respect to their allocable share of the income of OpCo, based on certain assumptions and conventions. In addition, as the sole managing member of OpCo, we intend to cause OpCo to make pro rata distributions to all of its unitholders, including to us, in an amount sufficient to allow us to fund dividends to our shareholders to the extent our board of directors declares such dividends.

OpCo, however, is a distinct legal entity and may be subject to legal or contractual restrictions that, under certain circumstances, may limit our ability to obtain cash from it. If OpCo is unable to make distributions, we may not receive adequate distributions to pay our tax or other liabilities or to fund our operations (including, if applicable, as a result of an acceleration of our obligations under the Tax Receivable Agreement), which could have a material adverse effect on our results of operations, cash flows, financial position and ability to fund any dividends. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in a termination of the Tax Receivable Agreement and the acceleration of payments due under the Tax Receivable Agreement.

We have not adopted a formal written dividend policy nor have we adopted a dividend policy to pay a fixed amount of cash each quarter in respect of each Class A share or to pay an amount based on the achievement of, or amount derivable based on, any specific financial metrics. Any future dividends are within the absolute discretion of our board of directors. Our board of directors has not declared any dividends and may determine not to declare any dividends in the future. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our cash flows from operations and current and anticipated cash needs, our capital requirements, legal, tax, regulatory and contractual restrictions, and implications of such other factors as our board of directors may deem relevant in determining whether, and in what amounts, to pay any such dividends in the future. In addition, our debt agreements may limit the amount of distributions that OpCo’s subsidiaries can make to OpCo and OpCo can make to us and the purposes for which distributions could be made. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Instruments” for further discussion of our debt agreements. Accordingly, we may not be able to pay dividends even if our board of directors would otherwise deem it appropriate. Please see “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” and “Description of Shares.”

Any decision to pay cash dividends in the future will be made in the sole discretion of our board of directors. If we do not pay any cash dividends on our Class A shares following this offering, you may not receive a return on investment unless you sell your Class A shares for a price greater than that which you paid for them.

Any decision to declare and pay cash dividends in the future will be made in the sole discretion of our board of directors. We have not adopted, and do not expect to adopt, a formal written dividend policy. Our board of directors has not declared any dividends, and may determine not to declare any cash dividends in the future. Although our board of directors may elect to declare cash dividends, subject to our compliance with applicable law, and depending on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, legal, tax, regulatory and contractual restrictions (including any applicable restrictions in our debt agreements) and such other factors that our board of directors may deem relevant, there can be no assurance that it will do so. For example, after giving effect to our capital requirements, we would have had a cash deficiency of approximately $203.8 million on a pro forma basis for the year ended December 31, 2024, and we would not have declared any dividends on our Class A shares during that period. In addition, our ability to pay cash dividends is, and may be, limited by covenants of any current or future outstanding indebtedness we or our subsidiaries incur. Any return on investment in our Class A shares may be solely dependent upon the appreciation of the price of our Class A shares on the open market, which may not occur.

For more information about these restrictions, see “Dividend Policy.” There can be no assurance that we will pay dividends in the future or continue to pay any dividends if we do commence paying dividends. Investors in this offering should make any investment in our Class A shares without reliance on payment of any future dividend.

Five Point has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and

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its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. Five Point’s interests may conflict with those of our other shareholders.

Upon completion of this offering, the Five Point Members will collectively initially own of our Class A shares and of our Class B shares, representing % of our voting power (or of our Class A shares and of our Class B shares, representing % of our voting power if the underwriters’ option to purchase additional Class A shares is exercised in full). Five Point’s initial beneficial ownership of greater than 50% of our common shares means Five Point will be able to control matters requiring shareholder approval, including the election of directors, changes to our organizational documents, approval of acquisition offers and other significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of our Class A shares will be able to affect the way we are managed or the direction of our business. The interests of Five Point with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other shareholders.

Furthermore, prior to the completion of this offering, we expect to enter into a Shareholders’ Agreement (as defined herein) with the Five Point Members and Devon Holdco. The Shareholders’ Agreement will provide that the Five Point Members will have the right to designate more than a majority of the members of our board as long as they and their affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as they and their affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. So long as the Five Point Members or Devon Holdco, as the case may be, have the right to designate at least one director to our board, the Five Point Members or Devon Holdco, as applicable, will also have the right to appoint a number of board observers, who will be entitled to attend all meetings of the board in a non-voting, observer capacity, equal to the number of directors that the Five Point Members or Devon Holdco, as applicable, is entitled to appoint. Additionally, for so long as the Five Point Members, collectively, or Devon Holdco, as the case may be, have beneficial ownership of at least 5% of our voting power, then the Five Point Members, collectively, or Devon Holdco, as applicable, will have the right to appoint one board observer.

In addition, under our Operating Agreement, for so long as the Five Point Members and certain affiliates beneficially own at least 40% of our outstanding common shares, we will agree not to take, and will take all necessary action to cause our subsidiaries not to take, the following direct or indirect actions (or enter into an agreement to take such actions) without the prior consent of the designated representatives of the Five Point Members (the “Five Point Representative”):

•terminating our chief executive officer and/or hiring or appointing his or her successor;

•removing the chairman of our board of directors and/or appointing his or her successor;

•increasing or decreasing the size of our board of directors, any committees of our board or the governing body or committees of any of our subsidiaries;

•agreeing to or entering into any transactions that would result in a change of control of WaterBridge or enter into definitive agreements with respect to a change of control transaction (other than, in each case, a sale of shares by a Five Point Member to a person that either results in (i) the Five Point Members ceasing to own at least 40% of our outstanding common shares or (ii) the Five Point Members and certain affiliates and Devon Holdco and certain affiliates ceasing to hold the ability to elect a majority of the members of the board of directors);

•incurring debt for borrowed money (or liens securing such debt) in an amount that would result in outstanding debt that exceeds our Adjusted EBITDA for the four quarter period immediately prior to the proposed date of the incurrence of such debt by 5.25 to 1.00, other than borrowings under our existing or similar credit facilities;

•authorizing, creating (by way of reclassification, merger, consolidation or otherwise) or issuing any equity securities of any kind (other than pursuant to any equity compensation plan approved by our board of directors or a committee of our board of directors or intra-company issuances among WaterBridge and our subsidiaries);

•making any voluntary election to liquidate or dissolve or commence bankruptcy or insolvency proceedings or the adoption of a plan with respect to any of the foregoing or any determination not to oppose such an action or proceeding commenced by a third party; and

•selling, transferring or disposing of assets outside the ordinary course of business in a transaction or series of transactions with a fair market value in excess of 20% of our Consolidated Net Tangible Assets (as defined in the Operating Agreement) determined as of the end of the most recently completed fiscal quarter or year, as applicable, immediately prior to the proposed date of the consummation of such transaction or such series of transactions.

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Additionally, for so long as the Five Point Members and Devon Holdco, as the case may be, collectively with their affiliates, beneficially own at least 10% of our outstanding common shares, the Company shall not, and shall take all necessary action to cause each member of the Company and its subsidiaries not to, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise), make (or enter into an agreement to make) any amendment, modification or waiver of our Operating Agreement or any other governing documents of the Company that materially and adversely affects such member of the Five Point members and Devon Holdco or any such member’s rights under our operating Agreement without the prior consent of such member, which consent may be withheld in such member’s sole discretion.

See “Certain Relationships and Related Transactions—Shareholders’ Agreement.” The existence of the Five Point Members as significant shareholders may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company. Moreover, the concentration of share ownership with the Five Point Members and other Existing Owners may adversely affect the trading price of our Class A shares to the extent investors perceive a disadvantage in owning shares of a company with significant shareholders.

In addition, the Five Point Members and other Existing Owners may have different tax positions from us that could influence their decisions regarding whether and when to support the disposition of assets and the incurrence or refinancing of new or existing indebtedness. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting positions may take into consideration tax or other considerations of the Five Point Members or other Existing Owners, which may differ from the considerations of our other shareholders.

The Five Point Members and other Existing Owners, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.

Our Operating Agreement will provide that our officers and directors and their respective affiliates and certain of our Existing Owners, as well as their officers, directors and affiliates (each an “Unrestricted Party”), are not restricted from owning assets or prohibited from engaging in other businesses or activities, including those that might be in direct competition with us, and that we renounce any interest or expectancy in any business opportunity that may from time to time be presented to them that would otherwise be subject to a corporate opportunity or other analogous doctrine under the DGCL. In addition, the Unrestricted Parties may compete with us for investment opportunities and may own an interest in entities that compete with us. In particular, our Operating Agreement, subject to the limitations of applicable law, will provide, among other things, that (i) the Unrestricted Parties may conduct business that competes with us and may make investments in any kind of property in which we may make investments, and (ii) if any of the Unrestricted Parties acquire knowledge of a potential business opportunity, transaction or other matter, they have no duty, to the fullest extent permitted by law, to communicate such offer to us, our shareholders or our affiliates.

We may refer any conflicts of interest or potential conflicts of interest involving any of the Unrestricted Parties to a conflicts committee, which must consist entirely of independent directors, for resolution. Additionally, we anticipate that our board of directors will adopt a written related party transactions policy relating to the approval of related party transactions, pursuant to which any such transactions, including transactions with the Unrestricted Parties, will be reviewed and approved or ratified by our Audit Committee or such conflicts committee or pursuant to the procedures outlined in any such policy.

Five Point or other Existing Owners may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Furthermore, such businesses may choose to compete with us for these opportunities, possibly causing these opportunities to not be available to us or causing them to be more expensive for us to pursue. This renouncing of our interest and expectancy in any business opportunity may create actual and potential conflicts of interest between us and Five Point and the other Existing Owners and their affiliates, and result in less than favorable treatment of us and our shareholders if attractive business opportunities are pursued by Five Point or other Existing Owners and their affiliates for their own benefit rather than for ours.

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Certain of our directors and officers may have significant duties with, and spend significant time serving, other entities, including entities that may compete with us in seeking acquisitions and business opportunities, and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Certain of our directors and officers, who are responsible for managing our business may hold positions of responsibility with other entities, including those that are in the energy industry, including LandBridge. The existing and potential positions held by these directors and officers may give rise to fiduciary or other duties that are in conflict with the duties they owe to us and may also otherwise require attention and time that could otherwise be devoted to our business. Although we expect that our directors and officers will initially spend a significant amount of their time on matters involving our business, we expect that they will also spend time on matters relating to other entities in which they are involved, including LandBridge. The ultimate allocation of our directors’ and officers’ time among us and such other entities will be subject to a variety of factors, including operational and business considerations. These directors and officers may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, such directors and officers may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and, as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our or your best interests.

A significant reduction by Five Point of its ownership interests in us could adversely affect us.

We believe that Five Point’s ownership interest in us provides it with an economic incentive to assist us to be successful. Upon the expiration of the lock-up restrictions on transfers or sales of our securities following the completion of this offering, Five Point will not be subject to any obligation to maintain its ownership interest in us and may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce its ownership interest in us. If Five Point sells all or a substantial portion of its ownership interests in us, it may have less incentive to assist in our success and its affiliate(s) that are expected to serve as members of our board of directors may resign. Such actions could adversely affect our ability to successfully implement our business strategies, which could adversely affect our results of operations, cash flows and financial position.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our Class A shares.

We, all of our directors, all of our executive officers, certain of our Existing Owners and certain their affiliates will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or other disposition of our Class A shares or securities convertible into or exercisable or exchangeable for Class A shares, including OpCo Units and Class B shares, for a period of 180 days following the date of this prospectus. Please see “Underwriting” for more information on these agreements. If the restrictions under the lock-up agreements are waived, then the Class A shares, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A shares to decline and impair our ability to raise capital.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for “emerging growth companies,” including certain requirements relating to auditing standards and compensation disclosure. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We currently intend to take advantage of the exemptions described above. We have also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates, and our shareholders and potential investors may have difficulty in analyzing our operating results if comparing us to such companies. We will remain an

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emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A shares held by non-affiliates (and have been a public company for at least 12 months), or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our financial position, executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. Additionally, we intend to take advantage of the extended transition periods for the adoption of new or revised financial accounting standards under the JOBS Act until we are no longer an emerging growth company. Our election to use the transition periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the extended transition periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards.

If some investors find our Class A shares to be less attractive as a result, there may be a less active trading market for our Class A shares and our Class A share price may be more volatile.

The net proceeds of this offering will be used to purchase a portion of the equity interests in OpCo held by Elda River and repay certain existing indebtedness and will not be available to fund our operations.

As described in “Use of Proceeds,” we intend to (i) use approximately $ million of the net proceeds from this offering to purchase a portion of the OpCo Interests held by Elda River and (ii) contribute all of the remaining net proceeds from this offering to OpCo in exchange for newly issued OpCo Units at a per unit price equal to the per share price paid by the underwriters for our Class A shares in this offering. OpCo intends to use the remaining net proceeds from this offering to repay outstanding indebtedness of WaterBridge Operating and its subsidiaries. Consequently, none of the proceeds of this offering will be available to fund our operations, capital expenditures or acquisition opportunities. See “Use of Proceeds.”

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A shares or if our operating results do not meet their expectations, our share price could decline.

The trading market for our Class A shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A shares or if our operating results do not meet their expectations, our Class A share price could decline.

The initial public offering price of our Class A shares may not be indicative of the market price of our Class A shares after this offering. In addition, an active, liquid and orderly trading market for our Class A shares may not develop or be maintained, and our Class A share price may be volatile.

Prior to this offering, our Class A shares were not traded on any market. After this offering, there will be only publicly traded Class A shares. We do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our Class A shares could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A shares, you could lose a substantial part or all of your investment in our Class A shares. The initial public offering price for our Class A shares will be negotiated between us and the representatives of the underwriters, based on numerous factors which we discuss in “Underwriting,” and may not be indicative of the market price of our Class A shares after this offering. The market price of our Class A shares may decline below the initial public offering price. Consequently, you may not be able to sell our Class A shares at prices equal to or greater than the price paid by you in this offering.

The following factors could affect our Class A share price:

•quarterly or annual variations in our financial and operating results, or those of other companies in our industry;

•the public reaction to our press releases, our other public announcements and our filings with the SEC;

•strategic actions by us or our competitors, including announcements of significant contracts or acquisitions;

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•changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;

•speculation in the press or investment community;

•the failure of research analysts to cover our Class A shares;

•sales of our Class A shares by us or other shareholders, or the perception that such sales may occur;

•changes in accounting principles, policies, guidance, interpretations or standards;

•additions or departures of key management personnel;

•actions by our shareholders;

•general market conditions, including fluctuations in oil and natural gas prices;

•domestic and international economic, legal and regulatory factors unrelated to our performance; and

•the realization of any risks described under this “Risk Factors” section.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A shares. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our results of operations, cash flows and financial position.

The market price of our Class A shares could be adversely affected by sales of substantial amounts of our Class A shares in the public or private markets or the perception in the public markets that these sales may occur, including sales by our Existing Owners after the exercise of their Redemption Rights.

After this offering, we will have Class A shares and Class B shares outstanding, assuming no exercise of the underwriters’ option to purchase additional Class A shares. The Class A shares sold in this offering will be freely tradable without restriction under the Securities Act, except for any Class A shares that may be held or acquired by our directors, officers or affiliates, which constitute “control securities” under the Securities Act. Any Class A shares that our Existing Owners acquire through the exercise of the Redemption Right will be subject to resale restrictions under a 180-day lock-up agreement with the underwriters. Each of the lock-up agreements with the underwriters may be waived in the discretion of certain of the underwriters. Sales by our Existing Owners after the exercise of the Redemption Right or sales by other large holders of our Class A shares in the public markets following this offering, or the perception that such sales might occur, could have a material adverse effect on the price of our Class A shares or could impair our ability to obtain capital through an offering of equity securities. In addition, we have agreed to provide registration rights to certain of our Existing Owners holding approximately    Class A shares and     Class B shares, or    % and     % of our outstanding Class A shares and Class B shares, respectively, following this offering. Alternatively, we may be required to undertake a future public or private offering of Class A shares and use the net proceeds from such offering to purchase an equal number of OpCo Units, with the cancellation of a corresponding number of Class B shares, from certain of our Existing Owners. Please read “Shares Eligible for Future Sale.”

We may sell additional Class A shares in subsequent offerings. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

We cannot predict the size of future issuances of our Class A shares or securities convertible into Class A shares or the effect, if any, that future issuances and sales of our Class A shares will have on the market price of our Class A shares. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

We expect to be a “controlled company” within the meaning of the NYSE and NYSE Texas rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.

Upon completion of this offering, the Five Point Members will collectively hold a majority of the voting power of our common shares. As a result, we expect to be a controlled company within the meaning of the NYSE and NYSE Texas rules. Under the NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a controlled company, and under NYSE Texas rules,

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a company of which more than 50% of the voting power is held by an individual, a group or another company is a controlled company. Under NYSE and NYSE Texas rules, controlled companies may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

•a majority of the board of directors consist of independent directors as defined under the rules of the NYSE and NYSE Texas;

•the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

These requirements will not apply to us as long as we remain a controlled company. A controlled company does not need its board of directors to have a majority of independent directors or to form independent compensation and nominating and governance committees.

Following this offering, we intend to utilize some or all of these exemptions. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the rules of the NYSE and NYSE Texas. Please see “Management” for additional information.

Our Operating Agreement, as well as Delaware law, will contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A shares and could deprive our investors of the opportunity to receive a premium for their shares.

Our Operating Agreement will authorize our board of directors to issue preferred shares without shareholder approval in one or more series, designate the number of shares constituting any series and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption prices and liquidation preferences of such series. If our board of directors elects to issue preferred shares, it could be more difficult for a third party to acquire us.

In addition, certain provisions of our Operating Agreement could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our shareholders. Among other things, upon completion of this offering, such provisions of our Operating Agreement include:

•providing that after the Five Point Members, Devon and their affiliates no longer beneficially own or control the voting of more than 40% of our outstanding common shares (the “Trigger Event”), our board of directors will be divided into three classes that are as nearly equal in number as is reasonably possible and each director will be assigned to one of three classes, with each class of directors elected for a three-year term to succeed the directors of the same class whose terms are then expiring; provided that the Five Point Members shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event;

•prohibiting cumulative voting in the election of directors;

•providing that after the Trigger Event, the affirmative vote of the holders of not less than 66 2/3% in voting power of all then-outstanding common shares entitled to vote generally in the election of our board of directors, voting together as a single class, will be required to remove any director from office, and such removal may only be for “cause”;

•providing that after the Trigger Event, all vacancies, including newly created directorships, may, except as otherwise required by the terms of the Shareholders’ Agreement, law or, if applicable, the rights of holders of a series of preferred shares, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director;

•providing that after the Trigger Event, shareholders will not be permitted to call special meetings of shareholders;

•providing that after the Trigger Event, our shareholders may not act by written consent and may only act at a duly called annual or special meeting;

•establish advance notice procedures with respect to shareholder proposals and nominations of persons for election to our board of directors, other than nominations made by or at the direction of our board of directors or any committee thereof; and

•providing that a majority of our board of directors is expressly authorized to adopt, or to alter or repeal our Operating Agreement.

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Pursuant to our Operating Agreement, for so long as the Five Point Members and certain affiliates beneficially own at least 40% of our outstanding common shares, we will agree not to take, and will take all necessary action to cause our subsidiaries not to take, certain direct or indirect actions (or enter into an agreement to take such actions) without the prior consent of the Five Point Representative. For more information, see “Our Operating Agreement—Consent Rights.”

Our Operating Agreement will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and federal district courts will be the sole and exclusive forum for Securities Act claims, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our Operating Agreement will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our shareholders, (iii) any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) or our Operating Agreement or (iv) any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, provided that the exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in our common shares will be deemed to have notice of, and consented to, the provisions of our Operating Agreement described in the preceding sentence. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Operating Agreement inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our results of operations, cash flows and financial position.

There are certain provisions in our Operating Agreement regarding fiduciary duties of our directors, exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the DGCL in a manner that may be less protective of the interests of our public shareholders and restrict the remedies available to shareholders for actions taken by our officers and directors that might otherwise constitute breaches of fiduciary duties if we were subject to the DGCL.

Our Operating Agreement contains certain provisions regarding exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the DGCL in a manner that may be less protective of the interests of our public shareholders. For example, our Operating Agreement provides that to the fullest extent permitted by applicable law our directors or officers will not be liable to us. In contrast, under the DGCL, a director or officer would be liable to us for (i) breach of duty of loyalty to us or our shareholders, (ii) intentional misconduct or knowing violations of the law that are not done in good faith, (iii) improper redemption of shares or declaration of dividends or (iv) a transaction from which the director derived an improper personal benefit.

Pursuant to our Operating Agreement and indemnification agreements, we must indemnify our directors and officers for acts or omissions to the fullest extent permitted by law. In contrast, under the DGCL, a corporation can only indemnify directors and officers for acts and omissions if the director or officer acted in good faith, in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, in a criminal action, if the officer or director had no reasonable cause to believe his or her conduct was unlawful.

Additionally, our Operating Agreement provides that in the event a potential conflict of interest exists or arises between any of our directors, officers, equity owners or their respective affiliates, including Five Point, on the one hand, and us, any of our subsidiaries or any of our public shareholders, on the other hand, a resolution or course of action by our board of directors shall be deemed approved by all of our shareholders, and shall not constitute a breach of the fiduciary duties of members of our board of directors to us or our shareholders, if such resolution or course of action (i) is approved by a conflicts committee, which is composed entirely of independent directors, (ii) is approved by shareholders holding a majority of our common shares that are disinterested parties, (iii) is determined by our board of directors to be on terms that, when taken together in their entirety, are no less favorable than those generally provided to or available from unrelated third parties or (iv) is determined by our board of directors to be fair and reasonable to us, taking into account the totality of the relationships between the parties involved (including other

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transactions that may be particularly favorable or advantageous to us). In contrast, under the DGCL, a corporation is not permitted to exempt board members from claims of breach of fiduciary duty under such circumstances.

Accordingly, our Operating Agreement may be less protective of the interests of our public shareholders, when compared to the DGCL, insofar as it relates to the exculpation and indemnification of our officers and directors.

In certain circumstances, OpCo will be required to make tax distributions to OpCo Unitholders, and such tax distribution may be substantial. To the extent we receive tax distributions in excess of our actual tax liabilities and retain such excess cash, the OpCo Unitholders would benefit from such accumulated cash balances if they exercise their Redemption Right.

The OpCo LLC Agreement will provide, subject to the terms of any current or future debt or other arrangements, for: (i) pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow us to satisfy our actual income tax liabilities with respect to our allocable share of the income of OpCo; (ii) pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow us to make payments under the Tax Receivable Agreement that we will enter into with OpCo and the TRA Holders in connection with the closing of this offering and any subsequent tax receivable agreements that we may enter into in connection with future acquisitions; and (iii) to the extent cash is available, additional pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow the OpCo Unitholders (other than us) to satisfy their estimated tax liabilities with respect to their allocable share of the income of OpCo, based on certain assumptions and conventions. For this purpose, the determination of available cash will take into account, among other factors, (i) the existing indebtedness and other obligations of OpCo and its subsidiaries and their anticipated borrowing needs, (ii) the ability of OpCo and its subsidiaries to take on additional indebtedness on commercially reasonable terms, (iii) capital expenditures and (iv) cash reserves for the proper conduct of our business; provided, that OpCo shall not be required to increase its indebtedness in order to fund additional tax distributions.

The amount of such additional tax distributions to allow the OpCo Unitholders (other than us) to satisfy their assumed tax liabilities will be determined based on certain assumptions, including assumed income tax rates, and will be calculated after taking into account other distributions (including other tax distributions) made by OpCo and cash proceeds received by the OpCo Unitholders in connection with the Redemption Right and Call Right. Additional tax distributions may significantly exceed the actual tax liability for many of the OpCo Unitholders, including us. Our board of directors will determine the appropriate uses for any such excess cash, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our shareholders. If we retain the excess cash we receive from such distributions, the OpCo Unitholders would benefit from any value attributable to such accumulated cash balances as a result of their exercise of the Redemption Right. However, we may take steps to eliminate any material excess cash balances, which could include, but are not necessarily limited to, a distribution of the excess cash to holders of our Class A shares or the reinvestment of such cash in OpCo for additional OpCo Units. We may also adjust the exchange ratio between OpCo Units and our Class A shares to take into account any material excess cash balances that we retain.

In addition, the tax distributions that OpCo may be required to make may be substantial, and the amount of any additional tax distributions OpCo is required to make likely will exceed the tax liabilities that would be owed by a corporate taxpayer similarly situated to OpCo. Funds used by OpCo to satisfy its obligation to make tax distributions will not be available for reinvestment in our business, except to the extent we or certain other OpCo Unitholders use any excess cash received to reinvest in OpCo for additional OpCo Units.

The Tax Receivable Agreement with the TRA Holders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

In connection with the closing of this offering, we will enter into a Tax Receivable Agreement with OpCo and the TRA Holders. Under the Tax Receivable Agreement, we are required to make cash payments to the TRA Holders equal to 85% of the amount of cash tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize (calculated using certain assumptions), as a result of Existing Basis, Basis Adjustments, Historical NOLs and Interest Deductions (each as defined below). The actual amount of cash tax savings will depend on, among other things, changes in the relevant tax law, whether we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement and the timing of any future redemptions or exchanges of OpCo Units. We will depend on cash distributions from OpCo to make payments under the Tax Receivable Agreement. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us. Due to the uncertainty of various factors, we cannot precisely quantify the

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likely tax benefits we will realize as a result of the purchase of OpCo Units and OpCo Unit exchanges, and the resulting amounts we are likely to pay out to the TRA Holders pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial.

The payment obligation is an obligation of us and not of OpCo. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid by us. Payments under the Tax Receivable Agreement are not conditioned upon one or more of the TRA Holders maintaining a continued ownership interest in OpCo or us. Furthermore, if we experience a Change of Control (as defined in the OpCo LLC Agreement), which includes certain mergers, asset sales and other forms of business combinations, our (or our successor’s) future payments under the Tax Receivable Agreement for each taxable year after any such event would be based on certain assumptions (instead of our or our successor’s actual, realized cash tax savings), including an assumption that we would have sufficient taxable income to fully use all potential tax benefits that are subject to the Tax Receivable Agreement. This payment obligation could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are subject to the Tax Receivable Agreement, (ii) result in holders of our Class A shares receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation and (iii) require us to make payments under the Tax Receivable Agreement that are greater than the specified percentage of our actual cash tax savings, which would negatively impact our liquidity. Accordingly, the TRA Holders’ interests may conflict with those of the holders of our Class A shares.

In addition, decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments made under the Tax Receivable Agreement. For example, the earlier disposition of assets following a redemption or exchange of OpCo Units may accelerate the recognition of associated tax benefits for which we would be required to make payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before a redemption or exchange of OpCo Units may increase the tax liability of the TRA Holders (or their transferees or assignees) without giving rise to any rights to receive payments under the Tax Receivable Agreement with respect to tax attributes associated with such assets.

The ability to generate tax assets covered by the Tax Receivable Agreement, and the actual use of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges of OpCo Units by, or purchases of OpCo Units from, the TRA Holders (or their transferees or other assignees), the price of our Class A shares at the time of the redemption, exchange or purchase; the extent to which such redemptions, exchanges or purchases are taxable; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the tax rates and laws then applicable and the portion of our payments under the Tax Receivable Agreement constituting imputed interest.

In certain cases, payments under the Tax Receivable Agreement to the TRA Holders may be accelerated and/or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations thereunder or the Tax Receivable Agreement is rejected by operation of law or (ii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments would be accelerated and become immediately due and payable. The amount due and payable in those circumstances is based on the present value (at a discount rate equal to the secured overnight financing rate (“SOFR”) plus 100 basis points) of projected future tax benefits that are based on certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential future tax benefits that are subject to the Tax Receivable Agreement Based on such assumptions, if we were to exercise our termination right, or if the Tax Receivable Agreement is otherwise terminated, immediately following the consummation of this offering, the aggregate amount of the termination payments would be approximately $549.0 million. In addition, upon a change of control our (or our successor’s) payments under the Tax Receivable Agreement for each taxable year after any such event would be based on certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential tax benefits that are subject to the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

As a result of the foregoing, we would be required to make an immediate cash payment that may be made significantly in advance of the actual realization, if any, of such future tax benefits. We could also be required to make

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cash payments to the TRA Holders that are greater than 85% of the actual cash tax savings we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. We may not be able to fund or finance our obligations under the Tax Receivable Agreement.

We will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which are complex and factual in nature, and the IRS or another taxing authority may challenge all or part of the tax basis increases or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially affect a recipient’s rights and obligations under the Tax Receivable Agreement, then our ability to settle such challenges may be restricted by the rights of the TRA Holders pursuant to the Tax Receivable Agreement, and such restrictions apply for as long as the Tax Receivable Agreement remains in effect. In addition, we will not be reimbursed for any cash payments previously made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a TRA Holder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a TRA Holder will be netted against any future cash payments that we might otherwise be required to make to such TRA Holder under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a TRA Holder for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of 85% of the actual cash tax savings that we realize in respect of the tax attributes with respect to a TRA Holder that are the subject of the Tax Receivable Agreement.

If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result, and we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that OpCo does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of OpCo Units pursuant to the Redemption Right (or our Call Right) or other transfers of OpCo Units could cause OpCo to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of OpCo Units qualify for one or more such safe harbors. For example, we intend to limit the number of OpCo Unitholders, and the OpCo LLC Agreement, which will be entered into in connection with the closing of this offering, will provide for limitations on the ability of OpCo Unitholders to transfer their OpCo Units and will provide us, as managing member of OpCo, with the right to impose restrictions (in addition to those already in place) on the ability of OpCo Unitholders to redeem their OpCo Units pursuant to the Redemption Right to the extent we believe that it is necessary to ensure that OpCo will continue to be classified as a partnership for U.S. federal income tax purposes.

If OpCo were to become a publicly traded partnership, significant tax inefficiencies might result for us and for OpCo, including as a result of our inability to file a consolidated U.S. federal income tax return with OpCo. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of OpCo’s assets) were subsequently determined to have been unavailable.

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Because we have elected to take advantage of the extended transition period pursuant to Section 107 of the JOBS Act, our financial statements may not be comparable to those of other public companies.

Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies. Accordingly, our financial statements may not be comparable to companies that comply with public company effective dates, and our shareholders and potential investors may have difficulty in analyzing our operating results by comparing us to such companies.

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CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS

Some of the information in this prospectus may contain “forward‑looking statements.” All statements, other than statements of historical fact, included in this prospectus regarding our strategy, future operations, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward‑looking statements. When used in this prospectus, words such as “may,” “assume,” “forecast,” “could,” “would,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions are intended to identify forward‑looking statements, although not all forward‑looking statements contain such identifying words. These forward‑looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events at the time such statements were made. When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements described under the section titled “Risk Factors” included in this prospectus. By their nature, forward‑looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward‑looking statements contained in this prospectus are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations, cash flows and financial position and could cause actual results to differ materially from those in such forward‑looking statements, including:

•our customers’ demand for and use of our services;

•the domestic and foreign supply of, and demand for, energy sources, including the impact of actions relating to oil price and production controls by OPEC+ with respect to oil production levels and announcements of potential changes to such levels;

•our reliance on a limited number of customers, as well as our operations in the Delaware Basin, for a substantial majority of our revenues;

•our ability to enter into favorable contracts with our customers, including the prices we are able to charge and the margins we are able to realize;

•our business strategies and our ability to execute thereon, including our ability to attract non-traditional energy customers to use our services;

•commodity price volatility and trends related to changes in commodity prices, and our customers’ ability to manage through such volatility;

•the availability of additional pore space for future capacity expansion;

•the level of competition from other water management companies;

•changes in the prices charged to our customers and availability of services necessary for our customers to conduct their businesses, as a result of oversupply, government regulations or other factors;

•any planned or future expansion projects by us or our customers;

•our ability to initiate and continue the payment of dividends;

•the development of advances or changes in energy technologies or practices;

•our ability to successfully implement our growth plans, including through organic growth projects, future acquisitions or otherwise;

•the potential deterioration of our customers’ financial condition and their ability to access capital to fund their development programs;

•the degree to which consolidation among our customers may affect spending on U.S. drilling and completions in the near term;

•our customers’ ability to obtain necessary supplies, raw materials and other critical components on a timely basis, or at all;

•our and our customers’ ability to obtain government approvals or acquire or maintain necessary permits, including those related to the development and operation of produced water handling facilities;

•operational disruptions and liability related thereto associated with our customers, including those due to environmental hazards, fires, explosions, chemical mishandling or other industrial accidents;

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•our liquidity and our ability to access the capital markets on favorable terms, or at all, which depends on general market conditions, including the impact of inflation, elevated interest rates and Federal Reserve policies and potential economic recession;

•uncertainty of estimates of oil, natural gas and NGL reserves and production;

•the effects of political instability or armed conflict in oil and natural gas producing regions, including the global economic distress resulting from the Russia-Ukraine war, as well as the Israel-Hamas conflict and increased tensions in the Middle East, including Iran, and potential energy insecurity in Europe, which may decrease demand for oil and natural gas or contribute to volatility in the prices for oil and natural gas, which could decrease demand for our services;

•our level of indebtedness and our ability to service our indebtedness;

•our ability to integrate future acquisitions and manage related growth;

•our ability to recruit and retain key management and employees;

•actions taken by the federal or state governments, such as executive orders or new or expanded regulations, that may impact future energy production in the U.S. and any acceleration of the domestic and/or international transition to a low carbon economy as a result of the IRA or otherwise;

•changes in laws and regulations (or the interpretation thereof), including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling and various other environmental matters;

•changes in effective tax rates, or adverse outcomes resulting from other tax increases or an examination of our income or other tax returns and tax inefficiencies;

•the severity and duration of world health events, natural disasters or inclement or hazardous weather conditions, including cold weather, droughts, earthquakes, flooding and tornadoes;

•evolving cybersecurity risks, such as those involving unauthorized access, denial-of-service attacks, malicious software, data privacy breaches by employees, insider or others with authorized access, cyber or phishing attacks, ransomware, social engineering, physical breaches or other actions; and

•other factors discussed elsewhere in this prospectus including in the section titled “Risk Factors.”

We caution you that these forward‑looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the operation of business in our industry. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward‑looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‑looking statements we may make.

All forward‑looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward‑looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward‑looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

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USE OF PROCEEDS

We expect to receive approximately $ million of proceeds (or $ million if the underwriters’ option to purchase additional Class A shares is exercised in full) from this offering based upon the assumed public offering price of $ per Class A share (the midpoint of the price range set forth on the cover page of this prospectus), net of underwriting discounts and estimated offering expenses payable by us. See “Underwriting.”

We intend to (i) use approximately $ million of the net proceeds from this offering to purchase a portion of the OpCo Interests held by Elda River and (ii) contribute all of the remaining net proceeds from this offering to OpCo in exchange for newly issued OpCo Units at a per unit price equal to the per share price paid by the underwriters for our Class A shares in this offering. OpCo intends to use the remaining net proceeds from this offering to repay certain outstanding indebtedness of WaterBridge Operating, NDB Operating and Desert Environmental.

The following table illustrates the anticipated use of the proceeds of this offering:

Sources of Funds		Uses of Funds
	(in millions)		(in millions)
Gross proceeds from this offering	$	Purchase of OpCo equity interests	$
		Repayment of outstanding indebtedness
		Underwriting discounts, fees and expenses
Total	$	Total	$

The following table sets forth information regarding the indebtedness that we intend to repay with the net proceeds of this offering:

	Amount to be Repaid(1)	Interest Rate(2)		Maturity Date
			(3)
Total	$

(1)Amounts based on projected debt balance as of .

(2)SOFR refers to Secured Overnight Financing Rate.

(3)Interest rate resets on .

The proceeds from the indebtedness to be repaid with the proceeds of the offering were used to fund working capital, growth projects and for general corporate purposes.

If the underwriters exercise their option to purchase additional Class A shares in full, we expect to receive approximately $ million of additional net proceeds based upon the assumed public offering price of $ per Class A share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to contribute all of the net proceeds from any exercise of such option to OpCo in exchange for additional OpCo Units. OpCo intends to use such additional net proceeds to repay additional outstanding indebtedness of WaterBridge Operating and its subsidiaries.

After the application of the net proceeds from this offering, (i) we will own approximately % of the outstanding OpCo Units (or approximately % of the outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full), (ii) the Five Point Members will collectively own approximately % of the outstanding Class A shares, approximately % of the outstanding Class B shares and approximately % of the outstanding OpCo Units (or approximately % of the outstanding Class A shares, approximately % of the outstanding Class B shares and approximately % of the outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full), (iii) Devon Holdco will own approximately % of the outstanding Class B shares and approximately % of the outstanding OpCo Units (or approximately % of the outstanding Class B shares and approximately % of the outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full) and (iv) Elda River will own approximately % of the outstanding Class B shares and approximately % of the outstanding OpCo Units (or approximately % of the outstanding Class B shares and approximately % of the outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full).

Each $1.00 increase or decrease in the assumed public offering price of $ per Class A share (the midpoint of the price range set forth on the cover of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $ million (or approximately $ million if the underwriters’ option to purchase additional Class A shares is exercised in full), assuming that the number of Class A shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and estimated offering expenses payable by us.

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Each increase or decrease of one million in the number of Class A shares offered by us in this offering would increase or decrease the net proceeds to us from this offering by approximately $ million and, as a result, would decrease or increase (i) both the aggregate ownership interest of the Five Point Members in OpCo and their voting power in us by approximately %, (ii) both the ownership interest of Devon Holdco in OpCo and its voting power in us by approximately % and (iii) both the ownership interest of Elda River in OpCo and its voting power in us by approximately %, in each case assuming that the public offering price of $ per Class A share (the midpoint of the price range set forth on the cover of this prospectus) remains the same and after deducting underwriting discounts and estimated offering expenses payable by us. For example, an increase of one million in the number of Class A shares offered by us in this offering would result in (i) the Five Point Members initially collectively owning approximately % of our combined economic interest and voting power, (ii) Devon Holdco initially owning approximately % of our combined economic interest and voting power and (iii) Elda River initially owning approximately % of our combined economic interest and voting power, and a decrease of one million in the number of Class A shares offered by us in this offering would result in (x) the Five Point Members collectively owning approximately % of our combined economic interest and voting power, (y) Devon Holdco initially owning approximately % of our combined economic interest and voting power and (z) Elda River initially owning approximately % of our combined economic interest and voting power.

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DIVIDEND POLICY

We have not adopted, and we do not expect to adopt, a formal written dividend policy to pay any particular amount of dividends on our Class A shares based on the achievement of, or derivable from, any specific financial metrics. Following the completion of this offering, our board of directors may elect to declare cash dividends on our Class A shares from time to time. However, the declaration and payment of any dividends by us will be made in the sole discretion of our board of directors. Our board of directors has not declared any dividends and may determine not to declare any cash dividends in the future. If our board of directors determines to declare and pay any dividends in the future, the amount of any such dividends may vary from period to period. In determining whether to declare and pay any dividends in the future, our board of directors will take into account:

•general economic and business conditions;

•our financial condition and results of operations;

•our cash flows from operations and current and anticipated cash needs;

•our capital requirements, including future acquisitions;

•legal, tax, regulatory and contractual restrictions (including under our credit facilities and future financing arrangements) and implications on the payment of dividends by us to our shareholders or the payment of distributions by our subsidiaries to us; and

•such other factors as our board of directors may deem relevant.

Following our Corporate Reorganization and this offering, we will be a holding company and will have no material assets other than OpCo Units. As a consequence, our ability to declare and pay dividends to the holders of our Class A shares will be subject to the ability of our subsidiaries to make distributions to OpCo and of OpCo to make distributions to us. The ability of our subsidiaries to make distributions to OpCo will depend upon the amount of cash they generate from their businesses, the cash flow needs of our subsidiaries and the restrictions contained in our credit facilities, any future financing arrangement or any other arrangement, as well as such subsidiaries’ governing documents. OpCo and its subsidiaries may not generate sufficient cash flow to distribute funds to us and applicable state law and contractual restrictions, including negative covenants in our debt instruments, may not permit such distributions. For example, after giving effect to our capital requirements, we would have had a cash deficiency of approximately $203.8 million on a pro forma basis for the year ended December 31, 2024, and we would not have declared any dividends on our Class A shares during that period.

The OpCo LLC Agreement will provide, subject to the terms of any current or future debt or other arrangements, for: (i) pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow us to satisfy our actual income tax liabilities with respect to our allocable share of the income of OpCo; (ii) pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow us to make payments under the Tax Receivable Agreement that we will enter into with OpCo and the TRA Holders in connection with the closing of this offering and any subsequent tax receivable agreements that we may enter into in connection with future acquisitions; and (iii) to the extent cash is available, additional pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow the OpCo Unitholders (other than us) to satisfy their estimated tax liabilities with respect to their allocable share of the income of OpCo, based on certain assumptions and conventions.

If OpCo makes distributions to us and the other OpCo Unitholders in any given year, we may pay dividends in respect of our Class A shares out of some or all of such distributions remaining after the payment of taxes and other expenses if determined by our board of directors. However, because our board of directors may determine to pay or not pay dividends in respect of our Class A shares based on the factors described above, holders of our Class A shares may not necessarily receive dividends, even if OpCo makes such distributions to us. In addition, because we must pay income taxes and any amounts due under the Tax Receivable Agreement, amounts ultimately distributed to Class A shareholders are expected to be less on a per-share basis than the amounts distributed by OpCo to the other OpCo Unitholders on a per-unit basis.

See “Risk Factors—Risks Related to this Offering, Our Corporate Structure and Our Class A Shares—Any decision to pay cash dividends in the future will be made in the sole discretion of our board of directors. If we do not pay any cash dividends on our Class A shares following this offering, you may not receive a return on investment unless you sell your Class A shares for a price greater than that which you paid for them.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2025, as follows:

•on an actual basis for WaterBridge, the registrant;

•on an actual basis for WBEF and NDB Operating, our predecessors;

•on an actual basis for Desert Environmental, our energy waste management business;

•on a pro forma basis to give effect to the WaterBridge Combination; and

•on a pro forma, as adjusted, basis to give effect to the WaterBridge Combination, the Corporate Reorganization and this offering at the assumed initial offering price of $ per Class A share (the midpoint of the price range set forth on the cover of this prospectus) and the application of the net proceeds therefrom as described under the section titled “Use of Proceeds.”

The information set forth below is illustrative only and will be adjusted based on the actual public offering price and other final terms of this offering. The table below should be read in conjunction with, and is qualified in its entirety by reference to, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial information of OpCo and our unaudited pro forma condensed combined financial information for the periods and as of the dates indicated.

	As of June 30, 2025
	Actual (WaterBridge)		Actual (WBEF)			Actual (NDB Operating)			Actual (Desert Environmental)			Pro Forma			Pro Forma, As Adjusted
	(in thousands, except number of common shares)
Cash and cash equivalents	$	-	$	20,104		$	11,902		$	3,147		$	35,153		$	164,198
Long-term debt:
Credit Facilities(1)		-		1,156,375			640,688			14,000			1,811,063			1,712,063
Other		-		8,834			47			244			9,125			9,125
Current portion of long-term debt		-		(17,289	)		(5,794	)		(2,744	)		(25,827	)		(25,827	)
Unamortized debt issuance costs		-		(34,055	)		(14,561	)		(303	)		(14,561	)		(14,561	)
Total long-term debt		-		1,113,865			620,380			11,197			1,779,800			1,680,800
Equity:
Mezzanine equity		-		397,564			-			-			-			-
Member's equity		-		(32,893	)		693,267			33,946			1,500,471			-
Class A member's equity; no class A shares issued or outstanding (actual and pro forma); Class A shares issued and outstanding (pro forma, as adjusted)		-		-			-			-			-			408,354
Class B member's equity; no class B shares issued or outstanding (actual and pro forma); Class B shares issued and outstanding (pro forma, as adjusted)		-		-			-			-			-			-
Noncontrolling interest(2)		-		-			-			-			-			1,293,120
Total capitalization	$	-	$	1,478,536		$	1,313,647		$	45,143		$	3,280,271		$	3,382,274

(1)As of July 31, 2025, we had $1,166 million of outstanding borrowings under our WBEF credit facilities, consisting of $25 million under our WBM Revolving Credit Facility (as defined below) and $1,141 million under our WBM Term Loan (as defined below). As of July 31, 2025, we had $641 million of outstanding borrowings under our NDB Operating credit facilities, consisting of $70 million under our NDB Revolving Credit Facility (as defined below) and $571 million under our NDB Term Loan (as defined below). As of July 31, 2025, we had $14 million of outstanding borrowings under our Desert Credit Facility (as defined below).

(2)On a pro forma basis, includes the OpCo Units not owned by us, which represent approximately 76% of outstanding OpCo Units immediately after this offering. The Five Point Members, Devon Holdco and Elda River will collectively hold a non‑controlling economic interest in OpCo. We will hold approximately 24% of outstanding OpCo Units immediately after this offering (or approximately % of outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full).

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DILUTION

Purchasers of the Class A shares in this offering will experience immediate and substantial dilution in the net tangible book value per Class A share for accounting purposes. Our as adjusted net tangible book value as of June 30, 2025, after giving pro forma effect to the WaterBridge Combination, was $ million, or $ per Class A share. Pro forma net tangible book value per Class A share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of Class A shares that would have been outstanding immediately prior to the closing of this offering after giving effect to the Corporate Reorganization transactions other than this offering and the application of the net proceeds therefrom (assuming that 100% of our Class B shares have been cancelled in connection with a redemption of OpCo Units for Class A shares on a one‑for‑one basis). After giving effect to the transactions described under “Corporate Reorganization” and the sale of Class A shares in this offering and further assuming the receipt of the estimated net proceeds from this offering (after deducting estimated underwriting discounts and estimated offering expenses payable by us), our pro forma, as adjusted, net tangible book value as of June 30, 2025 would have been $ million, or $ per Class A share. This represents an immediate increase in the net tangible book value of $ per Class A share (assuming that 100% of our Class B shares have been cancelled in connection with a redemption of OpCo Units for Class A shares) to our Existing Owners, and an immediate dilution (i.e., the difference between the offering price and the as adjusted net tangible book value after this offering) to new investors purchasing Class A shares in this offering of $ per Class A share. The following table illustrates the per Class A share dilution to new investors purchasing Class A shares in this offering (assuming that 100% of our Class B shares have been cancelled in connection with a redemption of OpCo Units for Class A shares on a one‑for‑one basis):

Public offering price per Class A share	$
As adjusted net tangible book value per Class A share as of June 30, 2025 (after giving pro forma effect to the WaterBridge Combination as described above)
Increase per Class A share attributable to this offering and related transactions as described above
Pro forma, as adjusted, net tangible book value per Class A share (after giving further effect to this offering and the related transactions as described above)
Dilution in pro forma, as adjusted, net tangible book value per Class A share to new investors in this offering	$

The dilution information discussed in this section is illustrative only and will change based on the actual public offering price and other terms of this offering to be determined at pricing. Each $1.00 increase or decrease in the public offering price of $ per Class A share (the midpoint of the price range set forth on the cover of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $ million (or approximately $ million if the underwriters’ option to purchase additional Class A share is exercised in full), assuming the number of Class A shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and estimated offering expenses payable by us.

The following table summarizes, on an as adjusted basis as of , 2025, the total number of Class A shares owned by our Existing Owners (assuming that 100% of our Class B shares have been cancelled in connection with a redemption of OpCo Units for Class A shares) and to be owned by new investors in this offering, the total consideration paid, and the average price per share paid by our Existing Owners and to be paid by new investors in this offering at our initial offering price of $ per Class A share, calculated before deduction of estimated underwriting discounts and estimated offering expenses payable by us.

	Shares Acquired				Total Consideration					Average Price
	Number	Percent			Amount		Percent			Per Share
	(in thousands except share and per share amounts)
Existing Owners				%		(1)			%	$
New investors in this offering				%					%
Total			100	%				100	%	$

(1)Total consideration for the Existing Owners only includes the historical member contributions prior to giving any consideration to member distributions.

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The information excludes (i) Class A shares reserved for issuance under our LTIP, which we intend to adopt in connection with the completion of this offering, and (ii) Class A shares reserved for issuance in connection with any exercise of the Redemption Right or the Call Right.

Except as otherwise noted, all information in this prospectus assumes (i) no exercise by the underwriters of their option to purchase additional Class A shares and (ii) no purchase of Class A shares by our directors, officers, employees and other individuals associated with us and members of their families through the directed share program. If the underwriters’ option to purchase additional Class A shares is exercised in full, the number of Class A shares held by new investors in this offering will be increased to , or % of the total number of Class A shares outstanding immediately after this offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the section titled “Summary—Summary Historical and Pro Forma Financial Data” and the accompanying financial statements and related notes included elsewhere in this prospectus. The following discussion contains “forward‑looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may affect our future results of operations, cash flows and financial position. Our actual results and the timing of events may differ materially from those contained in these forward‑looking statements due to a number of factors, including certain factors outside our control. Factors that could cause or contribute to such differences include, but are not limited to, market prices for oil and natural gas, production volumes, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward‑Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward‑looking events discussed may not occur. We assume no obligation to publicly update any of these forward‑looking statements except as otherwise required by applicable law.

Unless otherwise indicated, the historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of OpCo’s predecessors, WaterBridge Equity Finance LLC and WaterBridge NDB Operating LLC, and does not give effect to the transactions described in the section titled “Corporate Reorganization.”

Overview

We are a leading integrated, pure-play water infrastructure company with operations predominantly in the Delaware Basin, the most prolific oil and natural gas basin in North America. We believe that our strategically located network, substantial scale and built-in operational redundancies provide a competitive advantage in attracting customers and allow us to achieve significant operating and capital efficiencies. We operate the largest produced water infrastructure network in the United States through which we provide water management solutions to E&P companies under long-term contracts, which include gathering, transporting, recycling and handling produced water. As of July 31, 2025, on a pro forma basis, our infrastructure network included approximately 2,500 miles of pipelines and 196 produced water handling facilities, which handled more than 2.6 million bpd of produced water for our customers and had more than 4.5 million bpd of total produced water handling capacity. We also operate two energy waste management facilities for the disposal of non-hazardous waste resulting from oil and gas exploration and production activity, branded under Desert Environmental. Our synergistic relationship with LandBridge, a leading Delaware Basin land management company, provides us preferential access to significant underutilized pore space in and around the Delaware Basin that is necessary to meet the E&P industry’s evolving water handling needs.

Our customers include some of the most active and well-capitalized E&P companies in the areas in which we operate, including bpx energy, Chevron Corporation, Devon, EOG Resources, Inc. and Permian Resources Corporation. We serve our customers primarily under long-term, fixed-fee contracts that contain acreage dedications or MVCs. Many of our long-term, fixed-fee contracts also include AMIs that grant us the right to provide water management solutions on any leases or oil and natural gas wells subsequently acquired or operated by a customer within a specified area. Our long-term contracts typically grant us the exclusive right to provide water management solutions for all produced water volumes from our customers’ oil and natural gas wells located within the dedicated acreage, and customers are typically required to either deliver all dedicated volumes to us or pay us a fee for any diverted dedicated volumes. For the six months ended June 30, 2025, on a pro forma basis, we generated approximately 77% of our revenues under long-term, fixed-fee contracts. As of June 30, 2025, the weighted average remaining term of our long-term, fixed-fee contracts was approximately 11 years.

Market Condition and Outlook

Over the last several years, the global economy, and more specifically the oil and natural gas industry, has experienced significant volatility, impacted by the COVID-19 pandemic and recovery, the Russia-Ukraine war as well as the Israel-Hamas conflict and increased tensions in the Middle East, domestic political uncertainty, the activities of OPEC, and elevated inflation, interest rates and costs of capital. In addition, the U.S. federal government has recently imposed tariffs on international goods, such as those produced in Canada, Mexico and China, and those countries have enacted retaliatory tariffs against the United States. More recently, high levels of activity in the Delaware Basin have resulted in labor and supply chain challenges, which has impacted drilling, completion and production activity. This volatility has driven material swings in WTI pricing, which has subsequently impacted development and production decisions of E&P companies.

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Despite these challenges, we believe that the outlook for the oil and natural gas industry, particularly within the Permian Basin, remains positive. Within the Delaware Basin, the most active sub-region within the Permian Basin, oil production has increased at a CAGR of approximately 21% from 2014 through 2024, while water production has increased at a CAGR of approximately 19% during the same period. As of early April 2025, the Permian Basin hosted 289 drilling rigs, accounting for 47% of all U.S. drilling rigs, with the Delaware Basin alone hosting 164 rigs, according to Enverus. We believe that this growth in production activity will require increased produced water handling capacity, as the amount of produced water from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production.

How We Generate Revenue

We generate revenue primarily by charging produced water handling fees for transporting produced water for disposal into our produced water handling facilities, and, to a lesser extent, by providing raw or recycled produced water to customers for reuse in drilling and completion operations. By focusing on produced water handling, our revenues are tied primarily to the long-life production of oil and natural gas wells rather than drilling activity, which can be more cyclical in nature. Our revenue consists of the principal components discussed below.

Produced Water Handling. We charge a fixed fee whether produced water is handled by our produced water handling facilities or recycled. Under some of our customer contracts, we receive separate fees for transportation and handling or recycling of produced water, while in other contracts we receive a combined fee for both services. Our results are driven primarily by the fees we charge and the volumes of produced water transported for handling or recycling on our network. We also sell oil recovered as a byproduct of the produced water we handle, which is referred to as skim oil.

Water Solutions. We sell brackish and produced water to our customers for use in their drilling and completion operations. We also provide produced water treatment and recycling services and sell recycled water to our customers for use in drilling and completion operations. We charge contracted fees per barrel of water sold.

Other. We generate revenue through natural gas transportation services in the Arkoma Basin, solid waste management and reclamation services in the Delaware Basin and previously through crude oil gathering in the Eagle Ford Basin. These services are provided under market-based contractual arrangements, with revenues primarily driven by the volumes gathered and transported or processed, in the case of solid waste management and reclamation services. In March 2025, we divested our crude oil gathering operations to a third party purchaser. We do not expect gas transportation fees and solid waste and reclamation fees to comprise a significant portion of our future revenues.

Costs of Conducting Our Business

Our costs consist primarily of direct operating costs to maintain our infrastructure network, depreciation, amortization and accretion, and general and administrative expenses. Our principal costs are as follows:

Direct Operating Costs. Direct operating costs are incurred in connection with the operation and maintenance of our infrastructure network to support produced water handling, water solutions and solid waste management and reclamation services provided to our customers. These costs generally fluctuate with changes in throughput or processed volumes and include utilities, chemicals, repair and maintenance, direct labor, landowner royalties and other expenses associated with operating and maintaining our infrastructure assets. Direct operating costs also include workover activities required to ensure the continued reliability of our existing produced water handling facilities.

Depreciation, Amortization and Accretion. Depreciation, amortization and accretion reflect the systematic expensing of capitalized costs associated with the acquisition and construction of our integrated water infrastructure network. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective asset groups. Amortization expense reflects the systematic allocation of the cost of our intangible assets, consisting primarily of customer contracts and customer relationships, over the estimated useful lives of the respective assets. Accretion expense, representing the periodic increase in the carrying amount of our asset retirement obligations, is also included within this line item.

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General and Administrative Expenses. General and administrative expenses consist primarily of overhead costs, including payroll, share-based compensation and employee benefits for corporate personnel, expenses related to the operation of our corporate headquarters, information technology costs, legal, audit, and other professional service fees and corporate shared services. Corporate shared services generally consist of the cost of shared management and administrative services pursuant to the Shared Services Agreement (as defined below). Share-based compensation expense includes expense allocated to us for our predecessors’ incentive unit plans. Awards of Incentive Units (as defined below) are classified as either liability-classified awards, which require periodic remeasurement, or equity-classified awards, which are measured at fair value on the grant date by our predecessors. See our predecessors’ consolidated financial statements included elsewhere in this prospectus for additional information regarding share-based compensation.

How We Evaluate Our Results of Operations

We use a variety of financial and operational metrics to assess the performance of our business. These metrics help us identify factors and trends that impact our operating results, cash flows and financial condition. The key metrics we use to evaluate our business are provided below.

Produced Water Handling Volumes

Produced water handling volumes are a primary revenue driver for our business. We charge a fixed per-barrel fee under our produced water handling agreements. As volumes increase, revenue scales accordingly, making this metric a critical leading indicator of our financial performance and overall system utilization. Typically, changes in produced water handling volumes are driven by our customers’ production levels, development programs and the pace of completions activity on our contracted acreage.

We actively work to increase produced water volumes by entering into new customer arrangements, which we achieve through a combination of commercial outreach, competitive contract offerings and infrastructure connectivity. These arrangements often involve long-term gathering and disposal agreements, acreage dedications or MVCs. These efforts are further supported by our system expansion, basin-wide service coverage and water solutions services that we believe make it easier and more cost-effective for customers to choose us as their produced water midstream provider.

We define “produced water handling volumes” as all produced water barrels received from customers, excluding any deficient barrels under our MVCs. Deficient barrels under MVCs are financial payments received from customers and are included in produced water handling revenue.

Revenue

Revenue is a key performance metric of our company. We analyze realized monthly, quarterly and annual revenues and compare the results against our internal projections and budgets. We examine revenue per barrel of water handled or sold to evaluate pricing trends and customer mix impacts. We also assess incremental changes in revenue compared to incremental changes in direct operating costs and selling, general and administrative expenses to identify potential areas for improvement and to determine whether our performance is meeting our expectations. We generate revenue by providing fee-based services related to produced water handling and water solutions. The services related to produced water are fee-based arrangements which are based on the volume of water that flows through our network. Revenues from produced water handling consist primarily of per barrel fees charged to our customers for the use of our transportation and water handling services. For our produced water handling contracts, revenue is recognized over time utilizing the output method based on the volume of produced water accepted from the customer. The services related to water solutions are fee-based arrangements which are based on recycled and brackish water volumes delivered. Revenues from water solutions are priced based on negotiated rates with our customers.

Non-GAAP Financial Measures

We use certain non-GAAP performance measures to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with GAAP. These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures included below.

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Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. We define Adjusted EBITDA as net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share‑based compensation; transaction‑related expenses; non-recurring litigation settlements and expenses; debt modification costs; gains or losses on disposal of assets; and other non‑cash or non‑recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired.

Net Debt

Net Debt is an important component in the calculation of the Ratio of Net Debt to Annualized Adjusted EBITDA. We believe that Net Debt is a meaningful non-GAAP financial measure useful to investors because we review Net Debt to assess our overall financial flexibility, capital structure and leverage. Further, we believe that the Ratio of Net Debt to Annualized Adjusted EBITDA is a useful measure as it monitors the sustainability of our debt levels and our ability to take on additional debt against Annualized Adjusted EBITDA, which is used as an operating performance measure. We define Net Debt as total debt less available cash.

Adjusted Operating Margin and Adjusted Operating Margin per Barrel

Adjusted Operating Margin and Adjusted Operating Margin per Barrel are dependent upon the volume of produced water we gather and handle, the volume of recycled water and brackish water we sell and transfer, the fees we charge for such services and the recurring operating expenses we incur to perform such services. We define Adjusted Operating Margin as gross margin plus depreciation, amortization and accretion. We define Adjusted Operating Margin per Barrel as Adjusted Operating Margin divided by total volumes handled, sold or transferred.

We seek to enhance our Adjusted Operating Margin in part by reducing, to the extent appropriate, expenses directly tied to operating our assets. Landowner royalties, power expenses for handling and treatment facilities, direct labor costs, chemical costs, workover expenses and repair and maintenance costs comprise the most significant portion of our expenses. Our operating expenses are largely variable and as such, generally fluctuate in correlation with throughput volumes.

Our Adjusted Operating Margin incrementally benefits from increased Water Solutions recycled water sales. When produced water is recycled, we recognize cost savings from reduced landowner royalties, reduced pumping costs, lower chemical treatment and filtration costs and reduced power consumption.

Management believes Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Margin and Adjusted Operating Margin per Barrel are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure. In addition, management believes Net Debt and the Ratio of Net Debt to Annualized Adjusted EBITDA are useful in assessing our ability to meet ongoing financing obligations, manage leverage and fund our capital allocation priorities. Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Ratio of Net Debt to Annualized Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel are not measures of financial performance under GAAP and should not be considered as an alternative to net income (loss). Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Ratio of Net Debt to Annualized Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel as defined by us may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with net income (loss) and other measures prepared in accordance with GAAP, such as gross margin, operating income or cash flows from operating activities. Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Ratio of Net Debt to Annualized Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP.

The following table sets forth a reconciliation of (a) net income (loss) and net income (loss) margin as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin, respectively, (b) gross margin as

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determined in accordance with GAAP to Adjusted Operating Margin and Adjusted Operating Margin per Barrel for the periods indicated and (c) total debt as determined in accordance with GAAP to Net Debt.

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	WBEF						NDB Operating						Pro Forma		Pro Forma, as adjusted
	Three Months Ended June 30,		Six Months Ended June 30,		Year Ended December 31,		Three Months Ended June 30,		Six Months Ended June 30,		Year Ended December 31,		Six Months Ended June 30,	Year Ended December 31,	Six Months Ended June 30,	Year Ended December 31,
	2025	2024	2025	2024	2024	2023	2025	2024	2025	2024	2024	2023	2025	2024	2025	2024
(Dollars in thousands, except per barrel data)
Net (loss) income	$(15,607)	$(20,065)	$(29,821)	$(44,503)	$(76,803)	$(6,339)	$7,125	$(4,173)	$8,836	$(842)	$2,992	$14,667	$(38,000)	$(112,274)	$(34,268)	$(92,920)
Adjustments:
Depreciation, amortization, and accretion	31,916	27,601	59,298	55,431	120,048	111,096	21,148	17,976	42,186	36,943	78,315	48,436	131,401	255,327	131,401	255,327
Interest expense, net	26,005	38,341	54,341	73,149	134,671	122,811	10,168	14,929	24,225	23,172	53,356	26,236	74,404	175,611	72,061	160,432
Income tax expense (benefit)	31	8	(29)	8	4	575	10	79	89	138	320	111	133	374	(1,256)	(3,801)
EBITDA	$42,345	$45,885	$83,789	$84,085	$177,920	$228,143	$38,451	$28,811	$75,336	$59,411	$134,983	$89,450	$167,938	$319,038	$167,938	$319,038
Adjustments:
Share-based compensation(1)	5,776	665	7,397	8,067	6,801	(12,010)	1,058	8,064	1,382	8,711	9,529	(359)	8,779	16,330	8,779	16,330
Litigation settlements and expenses(2)	-	1,185	-	1,669	3,561	1,079	-	732	-	1,017	3,476	1,145	-	7,037	-	7,037
Non-recurring tax gain(3)	-	-	-	-	-	-	-	(4,411)	-	(4,411)	(4,841)	(1,205)	-	(4,841)	-	(4,841)
Temporary power costs	-	-	-	-	-	662	-	4	434	385	1,473	3,681	434	1,473	434	1,473
Gain on financial instrument	-	-	-	-	-	(4,546)	-	-	-	-	-	-	-	-	-	-
Gain (loss) on disposal of assets, net	11	(294)	38	(294)	(243)	3,340	19	(356)	11,628	(380)	(287)	53	11,666	(530)	11,666	(530)
Asset integration costs	-	-	-	-	-	-	-	601	-	601	3,178	592	-	3,178	-	3,178
Debt modification costs	-	1,604	-	1,604	2,370	737	-	-	-	-	-	85	-	2,370	-	2,370
Transaction related-expenses(4)	694	-	1,106	-	31	288	550	294	881	319	1,548	247	1,987	1,579	1,987	1,579
Other(5)	521	-	551	-	785	603	490	22	1,020	143	681	1,471	1,571	1,466	1,571	1,466
Adjusted EBITDA	$49,347	$49,045	$92,881	$95,131	$191,225	$218,296	$40,568	$33,761	$90,681	$65,796	$149,740	$95,160	$192,375	$347,100	$192,375	$347,100
Total revenues	$86,139	$85,241	$166,335	$167,845	$329,416	$364,463	$95,512	$73,884	$193,422	$139,285	$316,296	$200,767	$374,876	$662,164	$374,876	$662,164
Cost of revenues	(64,031)	(57,882)	(122,813)	(116,605)	(238,121)	(237,819)	(70,019)	(52,948)	(133,006)	(101,040)	(227,848)	(145,465)	(290,316)	(531,512)	(290,316)	(531,512)
Gross margin	22,108	27,359	43,522	51,240	91,295	126,644	25,493	20,936	60,416	38,245	88,448	55,302	84,560	130,652	84,560	130,652
Depreciation, amortization, and accretion	31,916	27,601	59,298	55,431	120,048	111,096	21,148	17,976	42,186	36,943	78,315	48,436	131,401	255,327	131,401	255,327
Adjusted Operating Margin	$54,024	$54,960	$102,820	$106,671	$211,343	$237,740	$46,641	$38,912	$102,602	$75,188	$166,763	$103,738	$215,961	$385,979	$215,961	$385,979
Total volumes (MBbls)	112,621	112,760	219,135	222,608	433,616	493,551	129,549	103,366	271,244	192,115	428,652	289,888	490,379	862,268	490,379	862,268
Adjusted Operating Margin ($/Bbl)	$0.48	$0.49	$0.47	$0.48	$0.49	$0.48	$0.36	$0.38	$0.38	$0.39	$0.39	$0.36	$0.44	$0.45	$0.44	$0.45
Net (loss) income margin	(18)%	(24)%	(18)%	(27)%	(23)%	(2)%	7%	(6)%	5%	(1)%	1%	7%	(10)%	(17)%	(9)%	(14)%
Adjusted EBITDA margin	57%	58%	56%	57%	58%	60%	42%	46%	47%	47%	47%	47%	51%	52%	51%	52%
Balance sheet data (at end of period):
Total debt	$1,165,209		$1,165,209		$1,162,241	$1,142,673	$640,735		$640,735		$609,374	$338,137	$1,820,188		$1,721,188
Cash and cash equivalents	20,104		20,104		47,887	38,042	11,902		11,902		13,284	12,869	35,153		164,198
Net Debt	$1,145,105		$1,145,105		$1,114,354	$1,104,631	$628,833		$628,833		$596,090	$325,268	$1,785,035		$1,556,990
Annualized Adjusted EBITDA(6)	$197,388		$185,762		$191,225	$218,296	$162,272		$181,362		$149,740	$95,160	$384,749		$384,749
Ratio of Net Debt to Annualized Adjusted EBITDA	5.80x		6.16x		5.83x	5.06x	3.88x		3.47x		3.98x	3.42x	4.64x		4.05x

(1)Share-based compensation, for both periods for WBEF and, prior to July 1, 2024, for NDB Operating, represents the non-cash charge for the periodic fair market value changes associated with liability awards for which the cumulative vested amount is recognized ratably over the applicable vesting period. Incentive units were issued to certain members of management, and changes to the incentive units’ fair values are driven by changes in period end valuations, the issuance of new incentive units, and the vesting of previously issued incentive units. Subsequent to July 1, 2024, NDB Operating incentive units are reclassified as equity awards and are no longer required to be remeasured at fair value.

(2)Litigation settlements and expenses consist of non-recurring costs incurred not in the ordinary course of business. Routine litigation has not been adjusted.

(3)Non-recurring tax gain represents the release of a liability associated with transaction taxes recorded in conjunction with a historical acquisition.

(4)Transaction related-expenses consist of non-capitalizable transaction costs associated with both completed and attempted acquisitions.

(5)Other consists of abandoned well costs, abandoned project costs and other non-cash or non-recurring items.

(6)Quarterly Adjusted EBITDA is annualized by multiplying by four. Semi-annual Adjusted EBITDA is annualized by multiplying by two.

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Factors Affecting the Comparability of Our Results of Operations

In this prospectus, we present our predecessors’ historical results of operations for the six months ended June 30, 2025 and 2024 and for the years ended December 31, 2024 and 2023. The historical financial information contained in this section is that of (i) WaterBridge Equity Finance LLC (“WBEF”) and (ii) WaterBridge NDB Operating LLC, our predecessors, for periods prior to the WaterBridge Combination. Our future results of operations will not be directly comparable to the historical results of operations of our predecessors for the periods presented as a result of, among other items, the WaterBridge Combination, the Corporate Reorganization and the use of net proceeds from this offering as described in “Use of Proceeds.” For example, the (i) purchase of legacy equity interests, including purchases of the OpCo Interests that will be held by Elda River and (ii) repayment of certain outstanding indebtedness of WaterBridge Midstream, NDB Operating and Desert Environmental, will each affect the comparability of our results of operations.

Public Company Costs

Following the closing of this offering, we will incur incremental, non‑recurring costs related to our transition to a publicly traded and taxable entity, including the costs of this public offering and the costs associated with the initial implementation of our Sarbanes‑Oxley Act internal controls and testing. We also expect to incur additional significant and recurring expenses as a publicly traded company, including costs associated with SEC reporting and compliance requirements, including the preparation and filing of annual and quarterly reports, registrar and transfer agent fees, national stock exchange fees, audit fees, legal fees, investor relations expenses, incremental director and officer liability insurance costs and director and officer compensation expenses. Additionally, in anticipation of this offering, we expect to hire additional employees and consultants, including accounting and legal personnel, in order to prepare for the requirements of being a publicly traded company.

WaterBridge Combination and Corporate Reorganization

WaterBridge Infrastructure LLC was formed to serve as the issuer in this offering and has no previous operations, assets or liabilities. The historical financial statements included in this prospectus are based on the financial statements of our predecessors, WBEF and NDB Operating, prior to the WaterBridge Combination and the Corporate Reorganization in connection with this offering as described under “Corporate Reorganization,” including the Desert Contribution. As a result, the historical financial data may not give you an accurate indication of what our actual results would have been if the WaterBridge Combination and the Corporate Reorganization had each been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

Long‑Term Incentive Plan

In order to incentivize individuals providing services to us or our affiliates, we expect that our board of directors will adopt an LTIP, which will become effective upon the consummation of this offering, for employees and directors. Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other person who provides services to us or our affiliates, including our directors, may be eligible to receive awards under the LTIP at the discretion of our board of directors or a committee thereof, as applicable. We anticipate that the LTIP will provide for the grant, from time to time, at the discretion of our board of directors, or a committee thereof, of options, share appreciation rights, restricted shares, restricted share units, share awards, dividend equivalents, other share‑based awards, cash awards, substitute awards and performance awards intended to align the interests of employees, directors and service providers with those of our shareholders. As such, our historical financial data may not present an accurate indication of what our actual results would have been if we had implemented the LTIP program prior to the periods presented within.

Existing Term Loans and Existing Revolving Credit Facilities

In connection with the WaterBridge Combination, the NDB Term Loan (as defined below) will be assumed by the borrower under the WBM Term Loan (as defined below) and the NDB Revolving Credit Facility (as defined below) will be assumed by the borrower under the WBM Revolving Credit Facility (as defined below; the WBM Revolving Credit Facility, collectively with the NDB Term Loan, the WBM Term Loan, and the NDB Revolving Credit Facility, the “Credit Facilities”) (such assumptions, the “NDB Assumption”).

In connection with the WaterBridge Combination and the NDB Assumption, certain of the existing collateral documents securing the NDB Term Loan, the WBM Term Loan, the NDB Revolving Credit Facility and the WBM Revolving Credit Facility will be amended, amended and restated, supplemented, or otherwise modified to provide for (i) an unsecured guarantee from the Company, OpCo and WaterBridge Operating LLC (“WBO”) of the obligations

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under the Credit Facilities (the “Parent Guarantee”), (ii) collateral securing obligations under the NDB Term Loan and the NDB Revolving Credit Facility to also secure the obligations under the WBM Term Loan and the WBM Revolving Credit Facility, (iii) collateral securing obligations under the WBM Term Loan and the WBM Revolving Credit Facility to also secure obligations under the NDB Term Loan and the NDB Revolving Credit Facility and (iv) the grant of security interests by certain subsidiaries of Desert Environmental to secure the obligations under each Credit Facility, following which, each Credit Facility will be secured by a first-priority lien on substantially all of our assets (collectively, the “Collateral Amendments”).

In addition, in connection with the the NDB Assumption and the Collateral Amendments, we will amend each of the WBM Revolving Credit Facility (as defined below) and the NDB Revolving Credit Facility (as defined below) to, among other things, permit the NDB Assumption and the Collateral Amendments.

As of June 30, 2025, there was $1,141.4 million outstanding under the WBM Term Loan, $570.7 million outstanding under the NDB Term Loan, $15.0 million outstanding under the WBM Revolving Credit Facility and $70.0 million outstanding under the NDB Revolving Credit Facility. We anticipate all outstanding borrowings under the WBM Revolving Credit Facility and the NDB Revolving Credit Facility will be repaid with a portion of the net proceeds from the offering. Borrowings under the WBM Term Loan and the NDB Term Loan were incurred to fund capital expenditures, working capital and general corporate purposes, and refinance existing indebtedness. Borrowings under the WBM Revolving Credit Facility and the NDB Revolving Credit Facility were incurred to fund capital expenditures, provide working capital and for general corporate purposes. See “—Liquidity and Capital Resources—Debt Instruments” for more information.

Income Taxes

Prior to this offering, our predecessors and their subsidiaries were primarily entities that were treated as partnerships for federal income tax purposes but were subject to certain minimal Texas franchise taxes. As a result of our predominately non‑taxable structure historically, income taxes on taxable income or losses realized by our predecessors were generally the obligation of our predecessors’ individual members or partners. Accordingly, the financial data attributable to our predecessors contains no provision for U.S. federal income taxes or income taxes in any state or locality (other than margin tax in the State of Texas). In connection with the consummation of this offering, although we are a limited liability company, we intend to elect to be classified as a corporation and will be subject to U.S. federal, state and local income taxes. We estimate that we will be subject to U.S. federal, state and local taxes at a blended statutory rate of 21.54% of pre‑tax earnings attributable to the Company from OpCo and would have incurred pro forma, as adjusted, income tax benefit of $3.8 million for the year ended December 31, 2024.

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Results of Operations

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

WaterBridge Equity Finance LLC

	Three Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
(in thousands)	(unaudited)
Revenues:
Produced water handling	$	80,932		$	81,828		$	(896	)		(1	)%
Water solutions		3,520			2,743			777			28	%
Other revenues		1,687			670			1,017			152	%
Total revenues		86,139			85,241			898			1	%
Direct operating costs		32,115			30,281			1,834			6	%
Depreciation, amortization and accretion		31,916			27,601			4,315			16	%
Total cost of revenues		64,031			57,882			6,149			11	%
General and administrative expense		11,253			10,041			1,212			12	%
Other operating expense (income), net		1,193			(352	)		1,545			(439	)%
Operating income		9,662			17,670			(8,008	)		(45	)%
Interest expense, net		26,005			38,341			(12,336	)		(32	)%
Other income, net		(767	)		(614	)		(153	)		25	%
Loss from operations before taxes		(15,576	)		(20,057	)		4,481			(22	)%
Income tax expense		31			8			23			288	%
Net loss	$	(15,607	)	$	(20,065	)	$	4,458			(22	)%

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Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provided operational and financial data by revenue stream for the periods indicated.

	Three Months Ended June 30,				Amount of Increase			Percentage
	2025		2024		(Decrease)			Change
Volumes: (MBbl/d)
Produced water handling		1,162		1,156		6			1	%
Water solutions
Recycled produced water		49		73		(24	)		(33	)%
Brackish water		27		10		17			170	%
Total water solutions		76		83		(7	)		(8	)%
Total		1,238		1,239		(1	)		(0	)%
Operating metrics: ($/Bbl) (1)
Produced water handling	$	0.77	$	0.78	$	(0.01	)		(1	)%
Water solutions	$	0.51	$	0.36	$	0.15			42	%
Total revenues (2)	$	0.75	$	0.75	$	-			0	%
Direct operating costs	$	0.29	$	0.27	$	0.02			7	%
Gross margin (3)	$	0.20	$	0.24	$	(0.04	)		(17	)%
Adjusted Operating Margin (4)	$	0.48	$	0.49	$	(0.01	)		(2	)%

(1)Operating metrics ($/Bbl) are calculated independently, and the sum of individual amounts many not equal the total presented due to rounding.

(2)Total Revenues ($/Bbl) does not include Other Revenues.

(3)Gross margin in calculated as Total revenues less Total cost of revenues.

(4)Adjusted Operating Margin is a non-GAAP financial measure. See “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures.

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.

	Three Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
Skim oil volumes (Bbl/d)		1,104			1,004			100			10	%
Skim oil realization (1)		0.09	%		0.09	%		0.00	%		0	%
Skim oil realized price ($/Bbl) (2)	$	60.66		$	78.17		$	(17.51	)		(22	)%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)Realized skim oil pricing is net of certain industry customary deductions.

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Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.

	Three Months Ended June 30,				Amount of Increase			Percentage
Revenues (in thousands):	2025		2024		(Decrease)			Change
Produced water handling revenues	$	74,839	$	74,688	$	151			0	%
Skim oil revenues		6,093		7,140		(1,047	)		(15	)%
Total produced water handling revenues	$	80,932	$	81,828	$	(896	)		(1	)%
Unit prices: ($/Bbl)
Produced water handling revenues	$	0.71	$	0.71	$	-			0	%
Skim oil revenues (1)	$	0.06	$	0.07	$	(0.01	)		(14	)%
Total produced water handling revenues	$	0.77	$	0.78	$	(0.01	)		(1	)%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

Produced water handling revenues decreased $0.9 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to:

•an increase of $0.2 million due to a 6 MBbl/d volume increase, while prices for produced water volumes handled remained flat; and

•a decrease of $1.1 million in skim oil revenues primarily due to a $1.8 million decrease related to lower realized prices due to commodity price, partially offset by $0.7 million due to skim recoveries per barrel of water handled.

Water Solutions Revenues

Water solutions revenues increased $0.8 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to:

•an increase of $0.9 million due to a 17 MBbl/d brackish water volume increase related to higher demand used in conjunction with upstream drilling and completion activity and an increase of $0.4 million related to higher prices for brackish water; and

•a decrease of $0.7 million due to a 32 MBbl/d treated water volume decrease partially offset by a 7 MBbl/d untreated water volume increase with the net decrease attributable to lower demand used in conjunction with upstream drilling and completion activity, partially offset by an increase of $0.2 million related to higher prices.

Other revenues. Other revenues increased $1.0 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to higher gas volume transported.

Direct Operating Costs. Direct operating costs increased $1.8 million, or $0.02 per barrel, for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024. The increase is primarily attributable to workover expense of $0.7 million related to wellbore maintenance and integrity activities, waste disposal of $0.6 million associated with treated recycled produced water volumes, brackish water sourcing costs of $0.3 million and temporary third party offload expenses of $0.2 million.

93

Depreciation, amortization and accretion. Depreciation, amortization and accretion expense increased $4.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily attributable to accelerated depreciation related to plugging and abandonment of a well and associated facilities during the three months ended June 30, 2025.

	Three Months Ended June 30,				Amount of Increase			Percentage
	2025		2024		(Decrease)			Change
General and administrative expense, excluding share-based compensation	$	5,477	$	9,376	$	(3,899	)		(42	)%
Share-based compensation		5,776		665		5,111			769	%
Total general and administrative expense	$	11,253	$	10,041	$	1,212			12	%

General and administrative expense. General and administrative expense, excluding share-based compensation expense, decreased by $3.9 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The decrease was primarily attributable to lower professional fees of $2.7 million related to modifications of our credit agreements and non-recurring litigation and $1.2 million in bad debt reserve related to an uncollectible customer account during the six months ended June 30 2024.

Share-based compensation expense. Share-based compensation expense increased $5.1 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase is attributable to the change in the fair value of the WaterBridge Resources and WaterBridge II incentive units accounted for as liability awards.

Share-based compensation consists of the WaterBridge Resources and WaterBridge II incentive units. Such incentive units are classified as liability awards and shared-based compensation expense reflects the impacts of change in the liability remeasurement allocated to us. Any distributions associated with such incentive units are borne solely by WaterBridge Resources and WaterBridge II and not by us. Distributions attributable to the incentive units are based on returns received by the investors of such entities once certain return thresholds have been met and are neither our obligation nor taken into consideration for distributions to our investors. See Note 8—Share-Based Compensation within the notes to the WBEF unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Other operating expense, net. Other operating expense, net increased $1.5 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was primarily attributable to transaction expenses of $0.7 million related to the WaterBridge Combination, abandoned project costs of $0.4 million and a gain of $0.3 million related to a casualty loss associated with a lightning strike at a produced water handling facility that occurred during the six months ended June 30, 2024.

	Three Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
Interest expense on credit facilities	$	26,237		$	31,895		$	(5,658	)		(18	%)
Amortization of debt issuance costs		2,307			6,254			(3,947	)		(63	%)
Commitment fees		125			103			22			21	%
Interest on other		155			348			(193	)		(55	%)
Total interest cost		28,824			38,600			(9,776	)		(25	%)
Interest income		(155	)		(259	)		104			(40	%)
Capitalized interest on credit facilities		(2,664	)		-			(2,664	)		100	%
Total interest expense, net	$	26,005		$	38,341		$	(12,336	)		(32	%)

Interest expense, net. Interest expense, net decreased $12.3 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024. The decrease is primarily attributable to lower SOFR interest rate associated with the WBM Term Loan of $5.7 million, debt issuance costs write-off of $3.9 million related to a repricing amendment completed in June 2024 and $2.7 million of capitalized interest related to a large, non-operated produced water infrastructure project.

94

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

WaterBridge Equity Finance LLC

	Six Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
(in thousands)	(unaudited)
Revenues:
Produced water handling	$	155,896		$	160,685		$	(4,789	)		(3	)%
Water solutions		7,018			3,944			3,074			78	%
Other revenues		3,421			3,216			205			6	%
Total revenues		166,335			167,845			(1,510	)		(1	)%
Direct operating costs		63,515			61,174			2,341			4	%
Depreciation, amortization and accretion		59,298			55,431			3,867			7	%
Total cost of revenues		122,813			116,605			6,208			5	%
General and administrative expense		18,940			23,925			(4,985	)		(21	)%
Other operating expense (income), net		1,628			(123	)		1,751			(1,424	)%
Operating income		22,954			27,438			(4,484	)		(16	)%
Interest expense, net		54,341			73,149			(18,808	)		(26	)%
Other income, net		(1,537	)		(1,216	)		(321	)		26	%
Loss from operations before taxes		(29,850	)		(44,495	)		14,645			(33	)%
Income tax (income) expense		(29	)		8			(37	)		(463	)%
Net loss	$	(29,821	)	$	(44,503	)	$	14,682			(33	)%

95

Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provided operational and financial data by revenue stream for the periods indicated.

	Six Months Ended June 30,				Amount of Increase			Percentage
	2025		2024		(Decrease)			Change
Volumes: (MBbl/d)
Produced water handling		1,117		1,141		(24	)		(2	)%
Water solutions
Recycled produced water		73		75		(2	)		(3	)%
Brackish water		21		7		14			200	%
Total water solutions		94		82		12			15	%
Total		1,211		1,223		(12	)		(1	)%
Operating metrics: ($/Bbl) (1)
Produced water handling	$	0.77	$	0.77	$	-			0	%
Water solutions	$	0.41	$	0.26	$	0.15			58	%
Total revenues (2)	$	0.74	$	0.74	$	-			0	%
Direct operating costs	$	0.29	$	0.27	$	0.02			7	%
Gross margin (3)	$	0.20	$	0.23	$	(0.03	)		(13	)%
Adjusted Operating Margin (4)	$	0.47	$	0.48	$	(0.01	)		(2	)%

(1)Operating metrics ($/Bbl) are calculated independently, and the sum of individual amounts many not equal the total presented due to rounding.

(2)Total Revenues ($/Bbl) does not include Other Revenues.

(3)Gross margin in calculated as Total revenues less Total cost of revenues.

(4)Adjusted Operating Margin is a non-GAAP financial measure. See “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures.

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.

	Six Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
Skim oil volumes (Bbl/d)		1,065			955			110			12	%
Skim oil realization (1)		0.10	%		0.08	%		0.02	%		25	%
Skim oil realized price ($/Bbl) (2)	$	63.92		$	75.59		$	(11.67	)		(15	)%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)Realized skim oil pricing is net of certain industry customary deductions.

96

Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.

	Six Months Ended June 30,				Amount of Increase			Percentage
Revenues (in thousands):	2025		2024		(Decrease)			Change
Produced water handling revenues	$	143,580	$	147,546	$	(3,966	)		(3	)%
Skim oil revenues		12,316		13,139		(823	)		(6	)%
Total produced water handling revenues	$	155,896	$	160,685	$	(4,789	)		(3	)%
Unit prices: ($/Bbl)
Produced water handling revenues	$	0.71	$	0.71	$	-			0	%
Skim oil revenues (1)	$	0.06	$	0.06	$	-			0	%
Total produced water handling revenues	$	0.77	$	0.77	$	-			0	%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes

Produced water handling revenues decreased $4.8 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to:

•a decrease of $4.0 million due to a 24 MBbl/d volume decrease, driven primarily by natural field production and lower completion activity, while prices for produced water volumes handled remained flat; and

•a decrease of $0.8 million in skim oil revenues primarily due to a $2.2 million decrease related to lower realized prices, partially offset by $1.4 million due to higher skim recoveries per barrel of water handled.

Water Solutions Revenues

Water solutions revenues increased $3.1 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to:

•an increase of $1.5 million due to a 15 MBbl/d brackish water volume increase related to higher demand used in conjunction with upstream drilling and completion activity, and an increase of $0.2 million related to higher prices for brackish water; and

•an increase of $1.5 million primarily related to higher average price due to higher weighting of treated recycled water sales volumes to untreated recycled water sales volumes.

Other revenues. Other revenues increased $0.2 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to a slight increase in gas transport volume and rate.

Direct Operating Costs. Direct operating costs increased by $2.3 million, or $0.02 per barrel, for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024. The increase is primarily attributable to workover expense of $1.6 million related to wellbore maintenance and integrity activities and treating costs of $0.9 million associated treated recycled produced water volumes.

Depreciation, amortization and accretion. Depreciation, amortization and accretion expense increased $3.8 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily attributable to accelerated depreciation related to plugging and abandonment of a well and associated facilities during the three months ended June 30, 2025.

97

	Six Months Ended June 30,				Amount of Increase			Percentage
	2025		2024		(Decrease)			Change
General and administrative expense, excluding share-based compensation	$	11,543	$	15,858	$	(4,315	)		(27	)%
Share-based compensation		7,397		8,067		(670	)		(8	)%
Total general and administrative expense	$	18,940	$	23,925	$	(4,985	)		(21	)%

General and administrative expense. General and administrative expense, excluding share-based compensation expense, decreased by $4.3 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease was primarily attributable to lower professional fees of $3.2 million related to modifications of our credit agreements and non-recurring litigation and $1.2 million in bad debt reserve related to an uncollectible customer account during the six months ended June 30, 2024.

Share-based compensation expense. Share-based compensation expense decreased $0.7 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease is attributable to the change in the fair value of the WaterBridge Resources and WaterBridge II incentive units accounted for as liability awards.

Share-based compensation consists of the WaterBridge Resources and WaterBridge II incentive units. Such incentive units are classified as liability awards and shared-based compensation expense reflects the impacts of change in the liability remeasurement allocated to us. Any distributions associated with such incentive units are borne solely by WaterBridge Resources and WaterBridge II and not by us. Distributions attributable to the incentive units are based on returns received by the investors of such entities once certain return thresholds have been met and are neither our obligation nor taken into consideration for distributions to our investors. See Note 11—Share-Based Compensation within the notes to the WBEF consolidated financial statements included elsewhere in this prospectus.

Other operating expense, net. Other operating expense, net increased $1.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. This increase was primarily attributable to transaction expenses of $1.1 million associated with the WaterBridge Combination, abandoned project costs of $0.4 million, and a gain of $0.3 million related to a casualty loss associated with a lightning strike at a produced water handling facility that occurred during the six months ended June 30, 2024.

	Six Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
Interest expense on credit facilities	$	52,263		$	63,931		$	(11,668	)		(18	)%
Amortization of debt issuance costs		4,594			8,824			(4,230	)		(48	)%
Commitment fees		250			210			40			19	%
Interest on other		378			686			(308	)		(45	)%
Total interest cost		57,485			73,651			(16,166	)		(22	)%
Interest income		(480	)		(502	)		(22	)		(4	)%
Capitalized interest on credit facilities		(2,664	)		-			(2,664	)		100	%
Total interest expense, net	$	54,341		$	73,149		$	(18,808	)		(26	)%

Interest expense, net. Interest expense, net decreased $18.8 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024. The decrease is primarily attributable to lower SOFR interest rate associated with the WBM Term Loan of $11.7 million, debt issuance costs write-off of $3.9 million related to a repricing amendment completed in June 2024, $2.7 million of capitalized interest related to a large, non-operated produced water infrastructure project. Additionally, the write-off of debt issuance cost related to the WBM Term Loan amendment results in lower debt issuance costs amortization of $0.5 million for the six months ended June 30, 2025 as compared with six months ended June 30, 2024.

98

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

WaterBridge Equity Finance LLC

	Year Ended December 31,						Amount of Increase			Percentage
(in thousands)	2024			2023			(Decrease)			Change
Revenues:
Produced water handling	$	316,235		$	336,556		$	(20,321	)		(6	)%
Water solutions		6,635			16,722			(10,087	)		(60	)%
Other revenues		6,546			11,185			(4,639	)		(41	)%
Total revenues		329,416			364,463			(35,047	)		(10	)%
Direct operating costs		118,073			126,723			(8,650	)		(7	)%
Depreciation, amortization and accretion		120,048			111,096			8,952			8	%
Total cost of revenues		238,121			237,819			302			0	%
General and administrative expense		34,545			11,922			22,623			190	%
Other operating expense, net		1,490			4,261			(2,771	)		(65	)%
Operating income		55,260			110,461			(55,201	)		(50	)%
Interest expense, net		134,671			122,811			11,860			10	%
Gain on derivative instrument		-			(4,546	)		4,546			(100	)%
Other income, net		(2,612	)		(2,040	)		(572	)		28	%
Loss from operations before taxes		(76,799	)		(5,764	)		(71,035	)		1,232	%
Income tax expense		4			575			(571	)		(99	)%
Net loss	$	(76,803	)	$	(6,339	)	$	(70,464	)		1,112	%

99

Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provided operational and financial data by revenue stream for the periods indicated.

	Year Ended December 31,				Amount of Increase			Percentage
	2024		2023		(Decrease)			Change
Volumes: (MBbl/d)
Produced water handling		1,122		1,214		(92	)		(8	)%
Water solutions
Recycled produced water		52		90		(38	)		(42	)%
Brackish water		11		48		(37	)		(77	)%
Total water solutions		63		138		(75	)		(54	)%
Total		1,185		1,352		(167	)		(12	)%
Operating metrics: ($/Bbl) (1)
Produced water handling	$	0.77	$	0.76	$	0.01			1	%
Water solutions	$	0.29	$	0.33	$	(0.04	)		(12	)%
Total revenues (2)	$	0.74	$	0.72	$	0.02			3	%
Direct operating costs	$	0.27	$	0.26	$	0.01			4	%
Gross margin (3)	$	0.21	$	0.26	$	(0.05	)		(19	)%
Adjusted Operating Margin (4)	$	0.49	$	0.48	$	0.01			2	%

(1)Operating metrics ($/Bbl) are calculated independently, and the sum of individual amounts many not equal the total presented due to rounding.

(2)Total Revenues ($/Bbl) does not include Other Revenues.

(3)Gross margin in calculated as Total revenues less Total cost of revenues.

(4)Adjusted Operating Margin is a non-GAAP financial measure. See “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures.

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.

	Year Ended December 31,						Amount of Increase			Percentage
	2024			2023			(Decrease)			Change
Skim oil volumes (Bbl/d)		943			1,168			(225	)		(19	)%
Skim oil realization (1)		0.08	%		0.10	%		(0.02	)%		(20	)%
Skim oil realized price ($/Bbl) (2)	$	72.29		$	74.15		$	(1.86	)		(3	)%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)Realized skim oil pricing is net of certain industry customary deductions.

100

Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.

	Year Ended December 31,				Amount of Increase			Percentage
Revenues (in thousands):	2024		2023		(Decrease)			Change
Produced water handling revenues	$	291,293	$	304,939	$	(13,646	)		(4	)%
Skim oil revenues		24,942		31,617		(6,675	)		(21	)%
Total produced water handling revenues	$	316,235	$	336,556	$	(20,321	)		(6	)%
Unit prices: ($/Bbl)
Produced water handling revenues	$	0.71	$	0.69	$	0.02			3	%
Skim oil revenues (1)	$	0.06	$	0.07	$	(0.01	)		(14	)%
Total produced water handling revenues	$	0.77	$	0.76	$	0.01			1	%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes

Produced water handling revenues decreased $20.3 million for the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to:

•a decrease of $22.4 million due to a 92 MBbl/d volume decrease, driven primarily by lower completion activity, partially offset by an increase of $8.8 million related to higher prices for produced water volumes handled; and

•a decrease of $6.7 million in skim oil revenues primarily due to decreased produced water handling volume, lower skim recoveries per barrel of water handled and slightly lower realized prices.

Water Solutions Revenues

Water solutions revenues decreased $10.1 million for the year ended December 31, 2024 as compared with the year ended December 31, 2023 primarily due to:

•a decrease of $3.4 million primarily due to a 38 MBbl/d recycled water volume decrease related to reduced upstream drilling and completion activity and a decrease of $0.2 million related to lower prices for recycled produced water; and

•a decrease of $6.7 million due to a 37 MBbl/d brackish water volume decrease related to reduced upstream drilling and completion activity, partially offset by an increase of $0.2 million related to higher prices for brackish water.

Other revenues. Other revenues decreased $4.6 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to a decrease in gas transportation revenues of $4.8 million related to lower gas volume transported, partially offset by $0.2 million related to higher prices for gas transportation services.

Direct Operating Costs. Direct operating costs decreased $8.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily attributable to lower site utility expenses of $3.3 million and landowner royalty expenses of $1.4 million related to lower produced water handling volumes. Workover activities related to well subsurface maintenance decreased $1.7 million and brackish water operating expenses decreased $3.0 million related to lower brackish water sales. These cost reductions were partially offset by an increase of $0.8 million in insurance expense.

Depreciation, amortization and accretion. Depreciation, amortization and accretion expense increased $9.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily attributable to revisions in estimated useful life for plugged and abandoned wells during the year ended December 31, 2024.

101

	Year Ended December 31,					Amount of Increase		Percentage
	2024		2023			(Decrease)		Change
General and administrative expense, excluding share-based compensation		27,744		23,932			3,812		16	%
Share-based compensation		6,801		(12,010	)		18,811		(157	)%
Total general and administrative expense		34,545		11,922			22,623		190	%

General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $3.8 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily attributable to higher professional fees of $3.3 million related to modifications of our credit agreements and non-recurring litigation and $1.2 million in bad debt reserve related to an uncollectible customer account, partially offset by an increase in net corporate shared service costs of $0.7 million charged to affiliates.

Share-based compensation expense. Share-based compensation expense increased $18.8 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase is attributable to the change in the fair value of the WaterBridge Resources and WaterBridge II incentive units accounted for as liability awards.

Share-based compensation consists of the WaterBridge Resources and WaterBridge II incentive units. Such incentive units are classified as liability awards and shared-based compensation expense reflects the impacts of change in the liability remeasurement allocated to us. Any distributions associated with such incentive units are borne solely by WaterBridge Resources and WaterBridge II and not by us. Distributions attributable to the incentive units are based on returns received by the investors of such entities once certain return thresholds have been met and are neither our obligation nor taken into consideration for distributions to our investors. See Note 11—Share-Based Compensation within the notes to the WBEF consolidated financial statements included elsewhere in this prospectus.

Other operating expense, net. Other operating expense, net decreased $2.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily attributable to lower casualty losses of $3.1 million associated with lightning strikes at produced water handling facilities during the year ended December 31, 2023.

Gain on derivative instrument. Gain on derivative instrument decreased $4.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 attributable to the redemption of the Series A-1 preferred units containing redemption features that required separate accounting as an embedded derivatives. See Note 2—Summary of Significant Accounting Polices and Note 10—Mezzanine Equity within the notes to the WBEF consolidated financial statements included elsewhere in this prospectus.

	Year End December 31,						Amount of Increase			Percentage
	2024			2023			(Decrease)			Change
Interest expense on credit facilities	$	121,112		$	113,449		$	7,663			7	%
Amortization of debt issuance costs		13,346			9,232			4,114			45	%
Commitment fees		477			370			107			29	%
Interest on other		988			527			461			87	%
Total interest expense		135,923			123,578			12,345			10	%
Interest income		(1,252	)		(767	)		(485	)		63	%
Total interest expense, net	$	134,671		$	122,811		$	11,860			10	%

Interest expense, net. Interest expense, net increased $11.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an $8.8 million increase in interest expense attributable to our WBM Term Loan, a $3.5 million write-off of debt issuance costs, and a $0.9 million increase in the amortization of debt issuance costs, all of which resulted from an amendment to our WBM Term Loan in June 2024. These increases were partially offset by $1.3 million of interest income earned on funds held in interest bearing accounts. See “—Liquidity and Capital Resources” for additional information regarding our debt instruments and interest expense.

102

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

WaterBridge NDB Operating LLC

	Three Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
(in thousands)	(unaudited)
Revenues:
Produced water handling	$	89,158		$	63,280		$	25,878			41	%
Water solutions		6,315			7,982			(1,667	)		(21	)%
Other revenues		39			2,622			(2,583	)		(99	)%
Total revenues		95,512			73,884			21,628			29	%
Direct operating costs		48,871			34,972			13,899			40	%
Depreciation, amortization and accretion		21,148			17,976			3,172			18	%
Total cost of revenues		70,019			52,948			17,071			32	%
General and administrative expense		7,583			14,552			(6,969	)		(48	)%
Loss (Gain) on disposal of assets		82			(319	)		401			(126	)%
Other operating expense (income), net		658			(4,132	)		4,790			(116	)%
Operating income		17,170			10,835			6,335			58	%
Interest expense, net		10,168			14,929			(4,761	)		(32	)%
Other income, net		(133	)		-			(133	)		100	%
Income from operations before taxes		7,135			(4,094	)		11,229			(274	)%
Income tax expense		10			79			(69	)		(87	)%
Net income (loss)	$	7,125		$	(4,173	)	$	11,298			(271	)%

Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provided operational and financial data by revenue stream for the periods indicated.

	Three Months Ended June 30,				Amount of Increase			Percentage
	2025		2024		(Decrease)			Change
Volumes: (MBbl/d)
Produced water handling		1,213		920		293			32	%
Water solutions
Recycled produced water		177		186		(9	)		(5	)%
Brackish water		34		30		4			13	%
Total water solutions		211		216		(5	)		(2	)%
Total		1,424		1,136		288			25	%
Operating metrics: ($/Bbl) (1)
Produced water handling	$	0.81	$	0.76	$	0.05			7	%
Water solutions	$	0.33	$	0.41	$	(0.08	)		(20	)%
Total revenues (2)	$	0.74	$	0.69	$	0.05			7	%
Direct operating costs	$	0.38	$	0.34	$	0.04			12	%
Gross margin (3)	$	0.20	$	0.20	$	-			0	%
Adjusted Operating Margin (4)	$	0.36	$	0.38	$	(0.02	)		(5	)%

(1)Operating metrics ($/Bbl) are calculated independently, and the sum of individual amounts many not equal the total presented due to rounding.

(2)Total Revenues ($/Bbl) does not include Other Revenues.

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(3)Gross margin in calculated as Total revenues less Total cost of revenues.

(4)Adjusted Operating Margin is a non-GAAP financial measure. See “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures.

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.

	Three Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
Skim oil volumes (Bbl/d)		1,650			860			790			92	%
Skim oil realization (1)		0.14	%		0.09	%		0.05	%		56	%
Skim oil realized price ($/Bbl) (2)	$	57.73		$	72.22		$	(14.49	)		(20	)%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)Realized skim oil pricing is net of certain industry customary deductions.

Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.

	Three Months Ended June 30,				Amount of Increase		Percentage
Revenues (in thousands):	2025		2024		(Decrease)		Change
Produced water handling revenues	$	80,491	$	57,626	$	22,865		40	%
Skim oil revenues		8,667		5,654		3,013		53	%
Total produced water handling revenues	$	89,158	$	63,280	$	25,878		41	%
Unit prices: ($/Bbl)
Produced water handling revenues	$	0.73	$	0.69	$	0.04		6	%
Skim oil revenues (1)	$	0.08	$	0.07	$	0.01		14	%
Total produced water handling revenues	$	0.81	$	0.76	$	0.05		7	%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

Produced water handling revenues increased $25.9 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to:

•an increase of $18.4 million due to a 293 MBbl/d volume increase driven primarily by East Stateline acquired assets in May 2024 and increased organic commercial growth and completion activity, and an increase of $4.5 million related to higher prices for produced water volumes handled; and

•an increase of $3.0 million in skim oil revenues primarily due to $5.2 million related to increased produced water handling volume and higher skim recoveries per barrel of water handled, partially offset $2.2 million due to lower realized prices.

Water Solutions Revenues

Water solutions revenues decreased $1.7 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to:

•a decrease of $1.6 million related to lower average price due to lower weighting of treated recycled water sales volumes to untreated recycled water volumes, and a decrease of $0.3 million due to a 32 MBbl/d treated water volume decrease partially offset by a 23 MBbl/d untreated water volume increase with the net decrease attributable to lower demand used in conjunction with upstream drilling and completion activity; and

•an increase of $0.2 million due to a 4 MBbl/d brackish water volume increase related to brackish water supply assets acquired in May 2024.

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Other Revenues. Other revenues decreased $2.6 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 due to the divestment of crude gathering and transportation assets in March 2025.

Direct Operating Costs. Direct operating costs increased $13.9 million, or $0.04 per barrel, for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily attributable to higher site utilities and power of $5.4 million, royalty expense of $5.0 million, personnel-related expenses of $1.9 million, third-party offload expenses of $0.9 million and waste disposal costs of $0.6 million. The higher operating costs are directly correlated to higher water volumes handled or recycled and scaling of the business.

Depreciation, amortization and accretion. Depreciation, amortization and accretion increased $3.1 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to an increase of $2.6 million in depreciation expense related to continued high levels of capital investment activity and an increase of $0.6 million in amortization expense associated with intangible assets acquired in May 2024.

	Three Months Ended June 30,				Amount of Increase			Percentage
	2025		2024		(Decrease)			Change
General and administrative expense, excluding share-based compensation	$	6,595	$	6,489	$	106			2	%
Share-based compensation		988		8,063		(7,075	)		(88	)%
Total general and administrative expense	$	7,583	$	14,552	$	(6,969	)		(48	)%

General and administrative expense. General and administrative expense, excluding share-based compensation expense, remained relatively flat with an increase of $0.1 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Share-based compensation expense. Share-based compensation expense decreased $7.0 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The decrease is primarily attributable to the change in the fair value of the WaterBridge NDB LLC incentive units accounted for as liability awards during the three months ended June 30, 2024, partially offset by amortization of new equity awards granted in 2025.

Share-based compensation consists of the WaterBridge NDB LLC incentive units. Prior to July 1, 2024 such incentive units were classified as liability awards at WaterBridge NDB LLC and shared-based compensation expense reflects the impacts of change in the liability remeasurement allocated to us. Effective July 1, 2024, the governing agreements were modified resulting in the incentive units now being accounted for as equity awards. This was considered as a modification under Accounting Standards Topic 718, Compensation – Stock Compensation (“ASC 718”). See Note 7—Share-Based Compensation within the notes to the NDB Operating unaudited condensed consolidated financial statements included elsewhere in this prospectus. Any distributions associated with such incentive units are borne solely by WaterBridge NDB LLC and not by us. Distributions attributable to the incentive units are based on returns received by the investors of such entities once certain return thresholds have been met and are neither an obligation of us nor taken into consideration for distributions to investors.

Other operating expense, net. Other operating expense, net increased $4.8 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to lower income associated with the release of a historical sales tax liability related to a legacy acquisition during the three months ended June 30, 2024 of $4.1 million, plugging and abandonment expenses of $0.5 million and transaction expenses of $0.2 million associated with the WaterBridge Combination.

105

	Three Months Ended June 30,					Amount of Increase			Percentage
	2025			2024		(Decrease)			Change
Interest expense on credit facilities	$	13,034		$	11,521	$	1,513			13	%
Amortization of debt issuance costs		1,044			3,318		(2,274	)		(69	%)
Commitment fees		64			84		(20	)		(24	%)
Interest on other		86			6		80			1,333	%
Total interest cost		14,228			14,929		(701	)		(5	%)
Capitalized interest on credit facilities		(4,060	)		-		(4,060	)		100	%
Total interest expense, net	$	10,168		$	14,929	$	(4,761	)		(32	%)

Interest expense, net. Interest expense, net decreased $4.8 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024. The decrease is primarily attributable to capitalized interest of $4.1 million related to a large capital project, $2.5 million related to revolving credit facility deferred financing costs written-off associated with debt modifications during the three months ended June 30, 2024, partially offset by higher interest expense and debt issuance costs amortization of $1.8 million on our credit facilities due to higher debt balances primarily used to fund capital expansion projects.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

WaterBridge NDB Operating LLC

	Six Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
(in thousands)	(unaudited)
Revenues:
Produced water handling	$	174,221		$	121,788		$	52,433			43	%
Water solutions		17,973			13,010			4,963			38	%
Other revenues		1,228			4,487			(3,259	)		(73	)%
Total revenues		193,422			139,285			54,137			39	%
Direct operating costs		90,820			64,097			26,723			42	%
Depreciation, amortization and accretion		42,186			36,943			5,243			14	%
Total cost of revenues		133,006			101,040			31,966			32	%
General and administrative expense		14,175			20,058			(5,883	)		(29	)%
Loss (Gain) on disposal of assets		11,691			(298	)		11,989			(4,023	)%
Other operating expense (income), net		1,665			(3,983	)		5,648			(142	)%
Operating income		32,885			22,468			10,417			46	%
Interest expense, net		24,225			23,172			1,053			5	%
Other income, net		(265	)		-			(265	)		100	%
Income from operations before taxes		8,925			(704	)		9,629			(1,368	)%
Income tax expense		89			138			(49	)		(36	)%
Net income (loss)	$	8,836		$	(842	)	$	9,678			(1,149	)%

106

Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provided operational and financial data by revenue stream for the periods indicated.

	Six Months Ended June 30,				Amount of Increase			Percentage
	2025		2024		(Decrease)			Change
Volumes: (MBbl/d)
Produced water handling		1,205		884		321			36	%
Water solutions
Recycled produced water		241		157		84			54	%
Brackish water		53		15		38			253	%
Total water solutions		294		172		122			71	%
Total		1,499		1,056		443			42	%
Operating metrics: ($/Bbl) (1)
Produced water handling	$	0.79	$	0.76	$	0.03			4	%
Water solutions	$	0.34	$	0.42	$	(0.08	)		(19	)%
Total revenues (2)	$	0.71	$	0.70	$	0.01			1	%
Direct operating costs	$	0.33	$	0.33	$	-			0	%
Gross margin (3)	$	0.22	$	0.20	$	0.02			10	%
Adjusted Operating Margin (4)	$	0.38	$	0.39	$	(0.01	)		(3	)%

(1)Operating Metrics ($/Bbl) are calculated independently. Therefore, the sum of individual amounts may not equal the total presented due to rounding.

(2)Total Revenues ($/Bbl) does not include Other Revenues.

(3)Gross margin in calculated as Total revenues less Total cost of revenues.

(4)Adjusted Operating Margin is a non-GAAP financial measure. See “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures.

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.

	Six Months Ended June 30,						Amount of Increase			Percentage
	2025			2024			(Decrease)			Change
Skim oil volumes (Bbl/d)		1,494			880			614			70	%
Skim oil realization (1)		0.12	%		0.10	%		0.02	%		20	%
Skim oil realized price ($/Bbl) (2)	$	60.48		$	68.76		$	(8.28	)		(12	)%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)Realized skim oil pricing is net of certain industry customary deductions.

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Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.

	Six Months Ended June 30,				Amount of Increase		Percentage
Revenues (in thousands):	2025		2024		(Decrease)		Change
Produced water handling revenues	$	157,862	$	110,781	$	47,081		42	%
Skim oil revenues		16,359		11,007		5,352		49	%
Total produced water handling revenues	$	174,221	$	121,788	$	52,433		43	%
Unit prices: ($/Bbl)
Produced water handling revenues	$	0.72	$	0.69	$	0.03		4	%
Skim oil revenues (1)	$	0.07	$	0.07	$	-		0	%
Total produced water handling revenues	$	0.79	$	0.76	$	0.03		4	%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

Produced water handling revenues increased $52.4 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to:

•an increase of $39.4 million due to a 322 MBbl/d volume increase, driven primarily by East Stateline acquired assets in May 2024 and increased organic commercial growth and completion activity, and an increase of $7.6 million related to higher prices for produced water volumes handled; and

•an increase of $5.4 million in skim oil revenues primarily due to a $7.6 million increase related to increased produced water handling volume and higher skim recoveries per barrel of water handled, partially offset $2.2 million due to lower realized prices.

Water Solutions Revenues

Water solutions revenues increased $4.9 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to:

•an increase of $5.0 million due to a 37 MBbl/d brackish water volume increase related to brackish water supply assets acquired in May 2024, partially offset by a decrease of $0.3 million related to lower prices for brackish water; and

•an increase of $5.8 million due to an increase of 69 MBbl/d untreated recycled water volumes and 16 MBbl/d treated recycled water volumes attributable to higher demand used in conjunction with upstream drilling and completion activity offset by a decrease of $5.6 million related to lower average price due to lower weighting of treated to untreated recycled water volumes.

Other Revenues. Other revenues decreased $3.2 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 due to the divestment of crude gathering and transportation assets in March 2025.

Direct Operating Costs. Direct operating costs increased $26.7 million, while operating costs per barrel remained flat, for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily attributable to higher royalty expense of $12.8 million, site utilities and power of $8.0 million, personnel-related expenses of $3.4 million, third-party offload expenses of $1.5 million, production tax on skim oil sales of $0.5 million, and waste disposal expenses of $0.4 million associated with increased water handling volume. The higher operating costs are directly correlated to higher water volumes handled or recycled and scaling of the business and assets.

Depreciation, amortization and accretion. Depreciation, amortization and accretion increased $5.2 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to an increase of

108

$2.9 million in depreciation expense related to continued high levels of capital investment activity and an increase of $2.3 million in amortization expense associated with intangible assets acquired in May 2024.

	Six Months Ended June 30,				Amount of Increase			Percentage
	2025		2024		(Decrease)			Change
General and administrative expense, excluding share-based compensation	$	12,891	$	11,347	$	1,544			14	%
Share-based compensation		1,284		8,711		(7,427	)		(85	)%
Total general and administrative expense	$	14,175	$	20,058	$	(5,883	)		(29	)%

General and administrative expense. General and administrative expense, excluding shared-based compensation expense, increased by $1.5 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily attributable to increased allocation of corporate shared services costs of $2.7 million, partially offset by $1.2 million in bad debt reserve related to an uncollectible customer account during the six months ended June 30, 2024.

Share-based compensation expense. Share-based compensation expense decreased $7.4 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease is primarily attributable to the change in the fair value of the WaterBridge NDB LLC incentive units accounted for as liability awards during the six months ended June 30, 2024, partially offset by amortization of new equity awards granted during the six months ended June 30, 2025.

Share-based compensation consists of the WaterBridge NDB LLC incentive units. Prior to July 1, 2024 such incentive units were classified as liability awards at WaterBridge NDB LLC and shared-based compensation expense reflects the impacts of change in the liability remeasurement allocated to us. Effective July 1, 2024, the governing agreements were modified resulting in the incentive units now being accounted for as equity awards. This was considered as a modification under Accounting Standards Topic 718, Compensation – Stock Compensation (“ASC 718”). See Note 10—Share-Based Compensation within the notes to the NDB Operating consolidated financial statements included elsewhere in this prospectus. Any distributions associated with such incentive units are borne solely by WaterBridge NDB LLC and not by us. Distributions attributable to the incentive units are based on returns received by the investors of such entities once certain return thresholds have been met and are neither an obligation of the Company nor taken into consideration for distributions to investors in the Company.

Loss on sale of assets. Loss on sale of assets increased $12.0 million primarily due to the sale of crude gathering and transportation assets during the six months ended June 30, 2025 as compared to no such material sales of assets during the six months ended June 30, 2024. See Note 4—Property, Plant and Equipment within the notes to the NDB Operating unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Other operating expense, net. Other operating expense, net increased $5.6 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to lower income of $4.1 million associated with the release of a historical sales tax liability related to a legacy acquisition during the six months ended June 30, 2024, and higher plugging and abandonment expenses of $0.9 million and transaction expenses of $0.6 million associated with WaterBridge Combination during the six months ended June 30, 2025.

	Six Months Ended June 30,					Amount of Increase			Percentage
	2025			2024		(Decrease)			Change
Interest expense on credit facilities	$	25,814		$	19,228	$	6,586			34	%
Amortization of debt issuance costs		2,138			3,722		(1,584	)		(43	)%
Amortization of commitment fees		145			121		24			20	%
Interest on other		188			101		87			86	%
Total interest cost		28,285			23,172		5,113			22	%
Capitalized interest on credit facilities		(4,060	)		-		4,060			100	%
Total interest expense, net	$	24,225		$	23,172	$	1,053			5	%

109

Interest expense, net. Interest expense, net increased $1.1 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to higher total indebtedness, which resulted in an additional $6.7 million in interest expense. This increase was driven by borrowings used to fund asset acquisitions and capital expenditures related to the continued expansion of our produced water handling infrastructure network. This is partially offset by capitalized interest of $4.1 million associated with a large capital project. Additionally, debt issuance cost amortization decreased $1.6 million due a $2.6 million write-off during the six months ended June 30, 2024 related to amending our NDB Revolving Credit Facility partially offset by debt issuance costs and related amortization associated with our term loan facility entered into in May 2024. See “—Liquidity and Capital Resources” for additional information regarding the Company’s debt instruments and interest expense.

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

WaterBridge NDB Operating LLC

	Year Ended December 31,						Amount of Increase			Percentage
(in thousands)	2024			2023			(Decrease)			Change
Revenues:
Produced water handling	$	283,963		$	183,858		$	100,105			54	%
Water solutions		23,830			9,236			14,594			158	%
Other revenues		8,503			7,673			830			11	%
Total revenues		316,296			200,767			115,529			58	%
Direct operating costs		149,533			97,029			52,504			54	%
Depreciation, amortization and accretion		78,315			48,436			29,879			62	%
Total cost of revenues		227,848			145,465			82,383			57	%
General and administrative expense		33,786			14,693			19,093			130	%
Other operating (income) expense, net		(1,755	)		118			(1,873	)		(1,587	)%
Operating income		56,417			40,491			15,926			39	%
Interest expense, net		53,356			26,236			27,120			103	%
Other income, net		(251	)		(523	)		272			(52	)%
Income from operations before taxes		3,312			14,778			(11,466	)		(78	)%
Income tax expense		320			111			209			188	%
Net income	$	2,992		$	14,667		$	(11,675	)		(80	)%

110

Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provided operational and financial data by revenue stream for the periods indicated.

	Year Ended December 31,				Amount of Increase		Percentage
	2024		2023		(Decrease)		Change
Volumes: (MBbl/d)
Produced water handling		1,002		687		315		46	%
Water solutions
Recycled produced water		143		107		36		34	%
Brackish water		26		-		26		100	%
Total water solutions		169		107		62		58	%
Total		1,171		794		377		47	%
Operating metrics: ($/Bbl) (1)
Produced water handling	$	0.77	$	0.74	$	0.03		4	%
Water solutions	$	0.39	$	0.24	$	0.15		63	%
Total revenues (2)	$	0.72	$	0.67	$	0.05		7	%
Direct operating costs	$	0.35	$	0.33	$	0.02		6	%
Gross margin (3)	$	0.21	$	0.19	$	0.02		11	%
Adjusted Operating Margin (4)	$	0.39	$	0.36	$	0.03		8	%

(1)Operating Metrics ($/Bbl) are calculated independently. Therefore, the sum of individual amounts many not equal the total presented due to rounding.

(2)Total Revenues ($/Bbl) does not include Other Revenues.

(3)Gross margin in calculated as Total revenues less Total cost of revenues.

(4)Adjusted Operating Margin is a non-GAAP financial measure. See “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures.

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.

	Year Ended December 31,						Amount of Increase			Percentage
	2024			2023			(Decrease)			Change
Skim oil volumes (Bbl/d)		1,191			715			476			67	%
Skim oil realization (1)		0.12	%		0.10	%		0.02	%		20	%
Skim oil realized price ($/Bbl) (2)	$	67.16		$	62.84		$	4.32			7	%

(1)Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)Realized skim oil pricing is net of certain industry customary deductions.

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Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.

	Year Ended December 31,		Amount of Increase	Percentage
Revenues (in thousands):	2024	2023	(Decrease)