WaterBridge Infrastructure LLC

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 units representing limited liability company interests (“OpCo Units”) in WBI Operating LLC (“OpCo”). Under the LLC Agreement, we have been designated as the managing member of OpCo, and, as the managing member, we are responsible for all operational, management and administrative decisions relating to OpCo’s business, and we consolidate financial results of OpCo and its subsidiaries. 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.

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.

Our predecessor for 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 Combination (as defined below). Accordingly, the historical pre-Combination condensed consolidated financial statements of WaterBridge reflect the operations of NDB Operating.

Combination and Corporate Reorganization

On September 17, 2025 (the “Combination Date”), we, our Legacy Owners and other related entities consummated certain consolidation transactions, including the contribution of all of the respective equity interests in 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 “Combination”). See Note 5 —Acquisitions for additional information on the Combination.

The Combination was accounted for as a business combination in accordance with ASC 805, Business Combinations, as the Contributed Entities were not under common control. Accordingly, our condensed 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 not entitled to participate in any dividends the Board may declare but 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. We do not intend to list the Class B shares on any stock exchange.

Initial Public Offering

On September 18, 2025, following the 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$672.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses. 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, SDB Revolving Credit Facility 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 and SDB Term Loan. See Note 7 — Debtfor 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 (as defined below).

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.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflects all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with NDB Operating's annual audited financial statements and accompanying notes for the year ended December 31, 2024, included within the Company's final prospectus filed with the SEC on September 18, 2025 (the “Prospectus”), pursuant to Rule 424(b) under the Securities Act. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

In these Financial Statements, periods prior to the closing of the Combination on September 17, 2025, reflect the financial statements of NDB Operating and its subsidiaries. Periods subsequent to the closing of the Combination on September 17, 2025, reflect the financial statements of the consolidated Company, including WaterBridge, OpCo and its subsidiaries.