SEC Form 4 · accession 0001193125-26-281148
WaterBridge Infrastructure LLC · WBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Energy Corp/de Devon
10% Owner
WPX ENERGY, INC.
10% Owner
WPX Energy Permian, LLC
10% Owner
Devon WB Holdco L.L.C.
10% Owner
Period of report
Jun 22, 2026
Accepted (ET)
Jun 24, 2026 · 4:32 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002064947
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B SharesF2 | Jun 22, 2026 | J | 1,755,174 | $0.00 | D | 16,002,051 | I | See Footnote |
| Class A SharesF2 | Jun 22, 2026 | C | 1,755,174 | $0.00 | A | 1,755,174 | I | See Footnote |
| Class A SharesF2 | Jun 22, 2026 | S | 1,755,174 | $30.05 | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WBI Operating LLC UnitsF2,F3 | — | Jun 22, 2026 | C | 1,755,174 | D | — | — | Class A Shares | 1,755,174 | 16,002,051 | I |
Explanation of responses
- F1On June 22, 2026, in connection with a sale pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, Devon WB Holdco L.L.C. ("Devon Holdco") redeemed 1,755,174 units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company ("OpCo" and such units, "OpCo Units"), along with the cancellation of an equal number of Class B shares representing limited liability company interests in WaterBridge Infrastructure LLC, a Delaware limited liability company (the "Company" and such shares, "Class B Shares"), for 1,755,174 Class A shares representing limited liability company interests in the Company ("Class A Shares").
- F2Represents securities directly held by Devon Holdco, which is an indirect wholly-owned subsidiary of Devon Energy Corporation ("Devon"). Devon is a public company and owns 100% of the outstanding common stock of WPX Energy, Inc. ("WPX"). WPX owns 100% of the limited liability company interests of WPX Energy Permian, LLC ("WPX Permian"). WPX Permian owns 100% of the limited liability company interests of Devon Holdco. Each of Devon, WPX and WPX Permian disclaims beneficial ownership of the securities owned by Devon Holdco in excess of their respective pecuniary interest therein.
- F3Each Class B Share has no economic rights but entitles its holder to one vote on all matters to be voted on by the shareholders of the Company generally. At the request of a holder, each OpCo Unit may be redeemed (along with the cancellation of a corresponding Class B Share) for, subject to certain restrictions in the OpCo limited liability company agreement (the "OpCo LLCA"), newly issued Class A Shares on a one-for-one basis or for a cash payment to be determined pursuant to the OpCo LLCA for each OpCo Unit redeemed. The OpCo Units do not expire.