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Organization and Nature of Operations
12 Months Ended
Dec. 31, 2025
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Organization and Nature of Operations

1. Organization and Nature of Operations

WaterBridge Infrastructure LLC (the “Company,” “WaterBridge,” “we,” “our” and “us”) was formed on April 11, 2025 as a Delaware limited liability company to serve as the issuer in our initial public offering (the “IPO”). We are governed by a First Amended and Restated Limited Liability Company Agreement, dated as of September 18, 2025 (the “LLC Agreement”). The Company is headquartered in Houston, Texas.

We are a holding company whose principal asset consists of membership interests (“OpCo Units”) in WBI Operating LLC (“OpCo”). Under the OpCo LLC Agreement (as defined below), we have been designated as the managing member of OpCo and its subsidiaries, and, as the managing member, we operate and control all of the business and affairs of OpCo and its subsidiaries, and through OpCo and its subsidiaries, conduct our business. The Company did not have any business transactions or activities from its inception until the acquisition of the OpCo Units, other than related to its formation and its initial capitalization. The Company has no other operations, cash flows or material assets or liabilities other than our investment in OpCo, obligations related to our tax receivable agreement and certain deferred tax assets and liabilities. Refer to Note 7 – Income Taxes for additional information.

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 and oilfield waste reclamation and disposal 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 assets primarily consist of produced water handling, recycling and waste management facilities, brackish water wells and ponds, water pipeline systems and related facilities within the Delaware Basin in West Texas and New Mexico, the Eagle Ford Basin in South Texas and the Arkoma Basin in Oklahoma. We also operate two waste management facilities for the disposal of non-hazardous waste resulting from oil and gas exploration and production activity in the Delaware Basin and provide gas transportation services in the Arkoma Basin.

One of our predecessors for the Securities and Exchange Commission (the “SEC”) reporting purposes is WaterBridge NDB Operating LLC (“NDB Operating”), an indirect, wholly owned subsidiary of NDB Midstream LLC (“NDB Midstream”). NDB Midstream was the accounting acquirer in the WaterBridge Combination (as defined below). Accordingly, the historical pre-WaterBridge Combination consolidated financial statements of WaterBridge reflect the operations of NDB Operating.

Combination

On September 17, 2025 (the “Combination Date”), we, WBR Holdings LLC (“WBR Holdings”), NDB Holdings LLC (“NDB Holdings”), Desert Environmental Holdings LLC, Devon WB Holdco L.L.C., Elda River Infrastructure WB LLC (“Elda River”) and Ashburton Investment Private Limited (collectively, our “Legacy Owners”) and other related entities consummated certain consolidation transactions, including the contribution of all of the respective equity interests in WaterBridge Equity Finance LLC, a former Delaware limited liability company (“WBEF”), NDB Midstream, and Desert Environmental LLC (“Desert Environmental” and, together with WBEF and NDB Midstream, the “Contributed Entities”) to OpCo in order to combine our businesses and operations and simplify our organizational structure prior to the IPO (the “WaterBridge Combination”). Refer to Note 4 – Acquisitions for additional information on the WaterBridge Combination.

The WaterBridge Combination was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, as the Contributed Entities were not under common control. Accordingly, our consolidated financial statements reflect the assets and liabilities of NDB Midstream (the accounting acquirer) at their historical carrying values, and the assets and liabilities of WBEF and Desert Environmental (the acquired entities) at their respective fair values as of the Combination Date.

The LLC Agreement authorizes two classes of shares, Class A shares and Class B shares, in each case representing limited liability company interests in us (“Class A shares” and “Class B shares”, respectively). Only our Class A shares have economic rights and entitle holders thereof to participate in any dividends our board of directors (the “Board”) may declare. Under the LLC Agreement, the Company is authorized to issue an unlimited number of additional limited liability company interests of any type without the approval of our shareholders, subject to the rules of the New York Stock Exchange and NYSE Texas, Inc. Each holder of a Class A share is entitled to one vote on all matters to be voted on by our shareholders generally. Our Class B shares are entitled to vote on the same basis as the Class A shares. Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the LLC Agreement. The Class B shares are not listed on any stock exchange.

Initial Public Offering

On September 18, 2025, following the WaterBridge Combination, we completed our IPO of 31,700,000 Class A shares at a price to the public of $20.00 per share. In addition, the underwriters exercised their option to purchase up to an additional 4,755,000 Class A shares at the public offering price, which purchase was completed on September 22, 2025.

The closing of the IPO, including the completion of the underwriters’ option to purchase additional Class A shares, resulted in net proceeds of approximately $673.7 million, after deducting approximately $43.7 million of underwriting discounts and commissions payable by WaterBridge and other offering expenses of $11.7 million. Other offering expenses includes $1.1 million in accrued liabilities as of December 31, 2025 and $2.4 million of deferred IPO offering costs acquired in the WaterBridge Combination. We utilized (i) $228.2 million of the net proceeds to purchase a portion of the limited liability company interests in OpCo from Elda River and (ii) contributed all of the remaining net proceeds of the IPO (including the net proceeds of the underwriters' option to purchase additional Class A shares) to OpCo in exchange for OpCo Units at a per-unit price equal to the per share price paid by the underwriters for Class A shares in the IPO. OpCo used approximately $130.0 million of the remaining net proceeds to repay outstanding borrowings under the NDB Revolving Credit Facility (as defined below), SDB Revolving Credit Facility (as defined below) and the Desert Environmental term loan. On October 6, 2025, OpCo used an additional $303.9 million of the remaining net proceeds, together with $1.4 billion of net proceeds from the issuance of the Notes (as defined below), to repay all outstanding borrowings and accrued interest under the NDB Term Loan (as defined below) and SDB Term Loan (as defined below). Refer to Note 8 – Debt for additional information. The remainder of the net proceeds were retained for general company purposes, including funding working capital and future growth projects.

Subject to certain exceptions and under certain conditions, we, our Legacy Owners and certain of their affiliates, and all of our executive officers and directors have agreed with the underwriters not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or transfer, without the prior written consent of the representatives of the underwriters, any 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 after the date of the prospectus for the IPO.

 

Redemption Rights

Pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, dated as of September 18, 2025 (the “OpCo LLC Agreement”), each holder of an OpCo Unit (other than the Company) (each, a “Redeeming Member”) has the right, subject to certain limitations (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, either (x) 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 (y) cash in an amount equal to the Cash Election Amount (as defined in the OpCo LLC Agreement) of such Class A shares. Alternatively, upon the exercise of the Redemption Right, the Company has the right, pursuant to the Call Right (as defined in the OpCo LLC Agreement), to acquire each tendered OpCo Unit directly from the Redeeming Member for, at the Company’s election, either (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. Notwithstanding the foregoing, to the extent a Redeeming Member and its affiliates own at least 40% of the voting power of the Company, (i) OpCo may elect to settle a redemption by such Redeeming Member in cash only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of equity securities at least equal to the number of OpCo Units subject to such redemption and contributes to OpCo an amount in cash equal to the net proceeds received by the Company from the issuance of such equity securities, and (ii) the Company may make a Cash Election (as defined in the OpCo LLC Agreement) in connection with its exercise of its Call Right with respect to a redemption by such Redeeming Member only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of equity securities at least equal to the number of OpCo Units subject to such redemption.

WBEF  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Organization and Nature of Operations

1. Organization and Nature of Operations

WaterBridge Equity Finance LLC (together with its subsidiaries, the “Company”, “we”, “our”, or “us”) is a Delaware limited liability company headquartered in Houston, Texas that was formed on May 3, 2019. At formation, the Company was indirectly owned by funds affiliated with Five Point Energy Fund I LP and Five Point Energy Fund II LP (collectively, the “Five Point Funds”) and certain members of management. Promptly following its formation, an affiliate of GIC, Singapore’s sovereign wealth fund, acquired a 20% indirect interest in the Company via WB 892 LLC (“WB 892”) and, simultaneous therewith, WaterBridge Resources LLC (“WBR”), WaterBridge II LLC (“WB II”) and WaterBridge Co-Invest LLC (“Co-Invest”) contributed all of the issued and outstanding membership interests in and to WaterBridge Holdings LLC (“Holdings”) to the Company. On December 13, 2019, the Company issued 150,000 Series A Preferred Units to Elda River Infrastructure WB LLC, formerly known as MTP Infrastructure WB LLC, (“Elda River”). On August 27, 2020, the Company issued total of 95,000 Series B Preferred Units to WB 892 and WaterBridge Co-Invest II LLC (“Co-Invest II”). The Company is governed by the Sixth Amended and Restated Limited Liability Agreement of the Company, dated as of September 14, 2023 (as amended from time-to-time, the “LLCA”). The Five Point Funds held a 76.03% indirect ownership interest in the Company prior to the WaterBridge Combination (defined below).

On September 17, 2025, immediately prior to the IPO, each of WB 892 and Holdings contributed all of their respective equity interests in the Company to WBI Operating LLC (“OpCo”) in exchange for the issuance to WB 892 and Holdings of newly issued limited liability company interests in OpCo and Elda River contributed all of its equity interests in the Company to OpCo in exchange for the issuance to Elda River of newly issued OpCo interests (the “WaterBridge Combination”).

On September 18, 2025, WaterBridge Infrastructure LLC (“WBI”), a Delaware limited liability company, completed an initial public offering (the “IPO”) of Class A shares representing limited liability company interests in WBI (“Class A shares”). WBI is a holding company whose principal asset consists of units representing limited liability company interests in OpCo (“OpCo Units”).

On September 19, 2025, the Company, NDB Midstream LLC, an affiliate to the Company (“NDB Midstream”) and OpCo entered into an Agreement and Plan of Merger, pursuant to which the Company and NDB Midstream were merged with and into OpCo, with OpCo surviving. Thereafter, the separate existence of the Company ceased, with OpCo succeeding to all of the rights, privileges and powers, and becoming responsible for all of the liabilities and obligations, of the Company.

The Company provides water management solutions through integrated pipeline and water handling networks located in the Southern Delaware Basin in west Texas and the Arkoma Basin in Oklahoma. Through its networks, the Company gathers, transports, treats, recycles, stores, and/or handles water produced from oil and gas exploration and production (“E&P”) activities. As part of the water handling process, the Company separates, recovers and sells crude oil, also known as skim oil. The Company also sells brackish water to E&P companies for use in drilling and completion operations. The Company’s assets consist of produced water handling facilities, water pipeline systems, and related facilities, brackish water wells, and water ponds. The water handling activities are generally supported by long-term, fixed-fee contracts and acreage dedications. The Company also provides gas transportation services in the Arkoma Basin.