WaterBridge Infrastructure LLC

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 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 “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.

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 the Company’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.

The Company has presented the Financial Statements from the beginning of the year to September 16, 2025, the date immediately preceding the Combination.

All of the Company’s subsidiaries are wholly owned, either directly or indirectly through wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There were no variable interest entities for any periods presented herein. Basic and diluted net income per common unit is not presented since the ownership structure of the Company is not a common unit of ownership.

On occasion, the Company, through its wholly owned subsidiaries, enters into joint operating agreements (“JOA”) pursuant to which third parties receive non-operating undivided interests in one or more produced water handling facilities and related assets subject to the JOA. The undivided interest owners (i) receive their proportionate share of revenue and (ii) pay for their proportionate share of all costs and expenses incurred in drilling, equipping, installing, and operating the JOA assets. The JOAs are not separate legal entities; rather, each undivided interest received by the parties to the JOA is an undivided ownership interest in the applicable assets. The Company records its undivided interests related to these JOAs and records revenues and expenses related to these disposal activities on a net basis as part of revenues and costs and expenses. JOA revenues and costs and expenses are subject to audit by all non-operating parties, or such other entity that the non-operator authorizes to conduct the audit, generally limited to the preceding two years following the end of a calendar year.

When necessary, reclassifications are made to prior period financial information to conform with current year presentation.

Segment Information

Operating segments are defined as components of an enterprise for which separate financial information is available and regularly evaluated by the Chief Operating Decision Maker (“CODM”) for the purpose of making key operating decisions, allocating resources, and assessing operating performance. The Company operates asone operating and reportable segment. The Company is managed as a whole rather than through discrete operating segments. Our executive team is organized by function, rather than legal entity, with no business component manager reporting directly to the CODM. Allocation of resources is made on a project basis across the Company without regard to geographic area, and considers among other things, return on investment, current market conditions, including commodity prices and market supply, availability of services and human resources, and contractual commitments. The Company’s Chief Executive Officer is the CODM who allocates resources and assesses performance based upon financial information at the consolidated level.

All of our revenues are generated in the United States and all of our tangible long-lived assets, which consist of property, plant and equipment, are located in the United States. The measure of segment assets is reported on our consolidated balance sheets as total assets. Total expenditures for additions to long-lived assets is reported on our consolidated statements of cash flows.

The measure of profit and loss regularly provided to the CODM that is most consistent with U.S. GAAP is net income, as presented in our consolidated statements of operations. The Company presents all of its significant segment expenses and other metrics as used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in our consolidated statements of operations.

Significant Accounting Policies

As of September 17, 2025, the Company’s significant accounting policies are consistent with those discussed in Note 2 —Summary of Significant Accounting Policies of its consolidated financial statements contained in the Company’s annual audited financial statements and accompanying notes for the year ended December 31, 2024, included within the Prospectus. There were no significant updates or revisions to our accounting policies during the period January 1, 2025 through September 16, 2025.

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Whenever available, fair value is based on or derived from observable market prices or parameters. When observable market prices or inputs are not available, unobservable prices or inputs are used to estimate the fair value. The three levels of the fair value measurement hierarchy are as follows:

•

Level 1: Quoted market prices in active markets for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3: Unobservable inputs that are not corroborated by market data.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, net of current expected credit losses, and accounts payable and accrued liabilities reported on the consolidated balance sheets approximate fair value due to their highly liquid nature or short-term maturity.

The fair value of debt is the estimated amount the Company would have to pay to transfer its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. The estimated fair value of our debt approximates the principal amount outstanding because the interest rates applicable to such amounts are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. Refer to Note 5 —Debt.

Share-Based Compensation

The Company accounts for share-based compensation expense for incentive units granted in exchange for employee services. Our management and employees currently participate intwo equity-based incentive plans, managed by WBR and WB II, both indirect parents of the Company. The WBR plan (“WBR Plan”) is governed by the Amended and Restated LLC Agreement of WBR, dated as of June 24, 2019 (the “WBR LLC Agreement”) and the WB II plan (“WaterBridge II Plan”) is governed by the Amended and Restated Limited Liability Company Agreement of WB II, dated as of June 24, 2019 (the “WB II LLC Agreement” and collectively with the WBR LLC Agreement, the “WBR and WB II LLC Agreements”). The management incentive units consist of time-based awards of profits interests in both WBR and WB II (the “Incentive Units”), and each of the WBR and WB II LLC Agreements authorizes the issuance of 10,000 Incentive Units.

The Incentive Units represent a substantive class of equity for WBR and WB II and are accounted for under FASB ASC 718, Compensation — Stock Compensation. Features of the Incentive Units include the ability for WBR and WB II to repurchase Incentive Units during a 180-day option period, whereby the fair value price is determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the Incentive Unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. WBR and WB II classifies the Incentive Units as liability awards. The liability related to the Incentive Units is recognized at WBR and WB II as the entity’s responsible for satisfying the obligations. Share-based compensation expense pushed down to the Company is recognized as a deemed non-cash contribution to members’ equity on the consolidated balance sheets. The share-based compensation expense is recognized consistent with WBR and WB II’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

The Incentive Units’ value is derived from a combination of its threshold value and the total value of the incentive pools. The value of the incentive pools are determined by taking the total value returned to WBR and WB II Series A unit holders and allocating such value between the Series A unit holders and the incentive pools based on a return-on-investment waterfall included in the WBR and WB II LLC Agreements. The total value returned constitutes any cash or property distributed by the Company or other WBR or WB II subsidiary to WBR and WB II Series A unit holders. The total incentive pools are determined by summing the discrete Incentive Unit burden of each Series A unit holder. Value allocation within the Incentive Unit pools is impacted by Incentive Unit threshold values but the aggregate value of each incentive pool is based solely on the return-on-investment waterfall. The Incentive Unit liability is only applicable to WBR and WB II Series A unit holders.

Value within each Incentive Unit pool is allocated among Incentive Unit holders via a distribution waterfall. The units with the lowest threshold value within the pool will be allocated value first. Once the value of the units with the lowest threshold value reaches the next lowest threshold value, the lowest threshold value units will cease earning value. The next lowest threshold value Incentive Units then receive value until its value is equal to its own threshold value (the “Catch-Up Mechanics”). At this point, both the lowest and second lowest threshold value units have a value equal to the second lowest threshold value. Both groups of units continue to earn value until this value is equal to the third lowest threshold value, when the Catch-Up Mechanics are applied. When all Incentive Units have earned value up to the highest threshold value, all Incentive Units will earn value pro rata based on the total number of units issued thereafter.

At each reporting period, WBR and WB II Incentive Units are remeasured at their fair value, consistent with liability award accounting, using a Monte Carlo Simulation. The Monte Carlo Simulation requires judgment in developing assumptions, which involve numerous variables. These variables include, but are not limited to, the expected unit price volatility over the term of the awards, the expected dividend yield and the expected life of Incentive Unit vesting. The vested portion of the WBR and WB II Incentive Unit liability is allocated to the Company as share-based compensation expense on the consolidated statements of operations.

The Company updates its assumptions each reporting period based on new developments and adjusts such amounts to fair value based on revised assumptions, if applicable, over the vesting period. For the period January 1, 2025 through September 16, 2025 and the nine months ended September 30, 2024, the fair values of the Incentive Units were estimated using various assumptions as discussed in Note 8 —Share-Based Compensation. The fair value measurement is based on significant inputs not observable in the market, and thus represents Level 3 inputs within the fair value hierarchy.

Unvested Incentive Units are subject to accelerated vesting if there is a change in control (as defined in the award agreements). Unvested Incentive Units are also subject to accelerated vesting or forfeiture in certain circumstances as set forth in the award agreements and 1/3 of all vested Incentive Units are subject to forfeiture if an Incentive Unit holder is terminated for cause. Upon termination for any reason, WaterBridge I and WaterBridge II have the right to purchase all vested Incentive Units of the terminated Incentive Unit holder for a period of 180 days at the fair market value on the date the Incentive Unit holder’s employment ended. Forfeitures are accounted for upon occurrence. Forfeitures do not return equity value to the Company, rather value is returned to the Incentive Unit pool and allocated among remaining Incentive Unit holders.

All Incentive Units are subject to time-based vesting, and vest to the participant over the course of the vesting period at the fair value of the vested grants at each reporting date.

The risk-free rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of each award and updated at each balance sheet date for the time period approximating the expected term of such award. The expected distribution yield is based on no previously paid distributions and no intention of paying distributions on the Incentive Units for the foreseeable future.

Due to the Company not having sufficient historical volatility, the Company uses the historical volatilities of publicly traded companies that are similar to the Company in size, stage of life cycle and financial leverage. The Company will continue to use this peer group of companies unless a situation arises within the group that would require evaluation of which publicly traded companies are included or once sufficient data is available to use the Company’s own historical volatility. For criteria dependent upon a change in control, the Company will not recognize any incremental expense until the event occurs. Differences between actual results and such estimates could have a material effect on the Financial Statements.

Distributions attributable to WBR and WB II Incentive Units are based on returns received by investors of WBR and WB II, as applicable, once certain return thresholds have been met. WBR and WB II Incentive Units are solely a payment obligation of WBR and WB II, as applicable, and neither the Company nor its subsidiaries has any cash or other obligation to make payments in connection with the WBR or WB II Incentive Units.

Mezzanine Equity

The Company classifies certain equity instruments as mezzanine equity on the balance sheet when such instruments contain redemption features that are not solely within the control of the Company or its subsidiaries in accordance with ASC 480-10-S99-3A. As of December 31, 2024, the Company presented its Redeemable Series A Preferred Units and Redeemable Series B Preferred Units as mezzanine equity in the condensed consolidated financial statements.

Redeemable equity securities are initially recognized at their fair value on the issuance date. Subsequent accounting is outlined below depending on whether the instrument is: (i) currently redeemable, (ii) probable of becoming redeemable, or (iii) not probable of becoming redeemable.

•

Currently Redeemable: If the instrument is currently redeemable (e.g., at the option of the holder), it is subsequently remeasured to its maximum redemption amount at each reporting date.

•

Probable of Becoming Redeemable: If the instrument is not currently redeemable but is probable of becoming redeemable (e.g., when redemption depends solely on the passage of time), the Company has the option to either a) adjust the carrying amount by accreting to the redemption value over time, using the effective interest method or b) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

•

Not Probable of Becoming Redeemable: If the instrument is neither currently redeemable nor probable of becoming redeemable, no subsequent remeasurement is required.

Distributions declared but not yet paid increase the carrying value of the instrument and are recognized in members’ equity.

The Company evaluates mezzanine equity instruments at each reporting period to determine if reclassification to permanent equity or liability treatment is required under ASC 480 — Distinguishing Liabilities from Equity, or ASC 815 — Derivatives and Hedging. If a mezzanine classified equity instrument becomes mandatorily redeemable, it is reclassified as a liability and measured at fair value, and any changes in fair value are recorded through earnings. The fair value measurement is based on significant inputs not observable in the market, and thus represents Level 3 inputs within the fair value hierarchy.

Interest Capitalization

The Company capitalizes interest costs mainly during the construction period of our assets. Upon placing the underlying asset in service, these costs are depreciated over the estimated useful life of the corresponding assets for which interest costs were incurred.

Income Taxes

The Company is a limited liability company classified as a pass-through entity for federal income tax purposes. As a result, the net taxable income of the Company and any related tax credits, for federal income tax purposes, are deemed to pass to the members and are included in their tax returns even though such net taxable income or tax credits may not have actually been distributed.

The Company is subject to Texas margin taxes. We estimate our state tax liability utilizing management estimates related to the deductibility of certain expenses and other factors.

3. Additional Financial Statement Information

Other Balance Sheet information is as follows:

Other Statements of Operations information is as follows:

Supplemental cash flow information is as follows:

4. Property, Plant and Equipment

Property, plant and equipment, net of accumulated depreciation consisted of the following:

(1)

Includes land improvement costs of $0.6 million as of December 31, 2024.

Depreciation expense was$20.5 million and$23.9 million for the period July 1, 2025 through September 16, 2025 and for the three months ended September 30, 2024, respectively, and$72.3 million and$71.8 million for the period January 1, 2025 through September 16, 2025 and for the nine months ended September 30, 2024, respectively.

5. Debt

As of December 31, 2024 our debt consisted of the following:

During the period July 1, 2025 through September 16, 2025, the Company recordedno capitalized interest. During theperiod January 1, 2025 through September 16, 2025, the Company recorded$2.7 million in capitalized interest.

On June 27, 2019, the Company entered into (i) aseven-year $1.0 billion term loan B facility (the “Original Term Loan B”), and (ii) afive-year $150.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Original Term Loan B, the “Original Credit Facilities”). Proceeds from the Original Credit Facilities were used to repay the outstanding balances under the Company’s previous credit facilities, to consummate certain acquisition transactions, and to use for future working capital needs. Upon the closing of the Original Credit Facilities, the Company’s previous credit facilities were terminated.

On June 27, 2024, the Company repaid the Original Term Loan B and contemporaneously entered into (i) afive-year $1.15 billion term loan B facility (the “Existing Term Loan B”, and together with the Revolving Credit Facility, the “Existing Credit Facilities”) with a maturity date of June 27, 2029. Proceeds from the Existing Credit Facilities were used to repay the outstanding balances under the Company’s Original Term Loan B and to use for future working capital needs. The Original Term Loan B was terminated and treated as a modification of debt, upon the closing of the Existing Credit Facilities.

The estimated fair value of our Original Credit Facilities approximates the principal amount outstanding because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

Term Loan B

Original Term Loan B

The principal amount under the Original Term Loan B was able to be funded as Term SOFR Loans or Base Rate Loans. The Company elected whether to borrow under the facility at Term SOFR or Base Rate. Term SOFR Loans bore interest at a rate equal to a variable rate of Term SOFR for the applicable interest period plus a margin of 5.75%. Interest on Term SOFR Loans under the Original Term Loan B was payable at the end of each applicable interest period. Base Rate Loans bore interest at a rate per annum equal to the highest of (i) the Federal Funds Rate, as in effect from time to time, plus 0.5%, (ii) the prime rate, as published by The Wall Street Journal from time to time as the “bank prime loan” rate, and (iii) Term SOFR for a one-month tenor plus 1.00%, in each case, plus 4.75%. Interest on Base Rate Loans under the Original Term Loan B was payable quarterly.

On September 14, 2023, the Original Term Loan B was amended by the First Incremental Amendment, Second Amendment to Credit Agreement and Joinder Agreement (the “Amendment”). Pursuant to the Amendment, the Company incurred an incremental term loan (the “First Incremental Term Loan”) in the amount of $160.0 million, the proceeds of which were used for the redemption of the Preferred Units at Holdings, through a cash distribution to Holdings, and for expenses associated with the Amendment and First Incremental Term Loan. The Amendment also permitted one or more restricted payments on and after the closing date of the Amendment solely for payment of deferred amounts owing to the Preferred Units Holder in respect of the redemption of the Preferred Units, a portion of which was payable as of December 31, 2023 in the amount of $5.0 million. The remainder of such deferred amounts were paid to the Preferred Units Holder in two installments of $5.0 million during the three months ended March 31, 2024.

Existing Term Loan B

Theprincipal amount under the Existing Term Loan B may be funded as Term SOFR Loans or Base Rate Loans. The Company elects whether to borrow under the facility at Term SOFR or Base Rate. There is currently one tranche of debt outstanding under the Term

Loan B. Term SOFR Loans bear interest at a rate equal to a variable rate of Term SOFR for the applicable interest period plus a margin of 4.75%. Interest on Term SOFR Loans is payable at the end of the applicable interest period. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the Federal Funds Rate, as in effect from time to time, plus 0.5%, (ii) the prime rate, as published by The Wall Street Journal from time to time as the “bank prime loan” rate, and (iii) Term SOFR for a one-month tenor plus 1.00%, in each case, plus 3.75%. Interest on Base Rate Loans is payable quarterly.

Pursuant to the Existing Term Loan B, the Company is required to comply with various financial and other covenants common to credit agreements, including (i) a minimum debt service coverage ratio of at least 1.10 to 1.00 as of the last day of each fiscal quarter, measured on a periodic basis, and (ii) restrictions on the ability to incur debt, grant liens, make dispositions, make distributions and dividends, engage in transactions with affiliates, and make investments.

The Company is required to prepay loans under the Existing Term Loan B in an amount equal to a portion of or all of the Company’s excess cash flow (“ECF”), as defined in the Existing Term Loan B, within five days of delivering year-end financials, commencing with the fiscal year ending December 31, 2025. In the event ECF in any year is equal to or less than $5.0 million, no mandatory prepayment shall be required.

Debt issuance costs associated with the Original Term Loan B and Existing Term Loan B, as applicable, consist of fees incurred to secure the financing and are amortized over the life of the loan using a method which approximates the effective interest method as a direct deduction from the carrying amount of the related long-term debt. The table below summarizes the amortization and write off of debt issuance costs and interest expense associated with the Original and Existing Term Loan B which are included in interest expense, net, on the consolidated statements of operations.

Revolving Credit Facility

On June 27, 2024, the Revolving Credit Facility was amended and restated (the “A&R RCF”). Pursuant to the A&R RCF, the total aggregate commitment amount increased from $85 million to $100 million. In addition, the maturity date of the Revolving Credit Facility was extended to June 27, 2028.

The Revolving Credit Facility provides for revolving borrowings subject to compliance with various financial and other covenants common in such agreements that apply to the Company, including (i) a minimum debt service coverage ratio of 1.10:1.00 and a maximum net total leverage ratio of 5.00:1.00, in each case measured on a periodic basis, and (ii) restrictions on the ability to incur debt, grant liens, make dispositions, make distributions and dividends, engage in transactions with affiliates, or make investments.

(1)

Principal amounts borrowed under the Revolving Credit Facility may be prepaid from time to time without penalty and any principal amounts outstanding on the maturity date, June 27, 2028, become due and payable on such date. At the Company’s election, principal amounts may be drawn under the Revolving Credit Facility as Term SOFR Loans or Base Rate Loans. Term SOFR Loans bear interest at a rate equal to a variable rate of Term SOFR for the applicable interest period plus the Term SOFR applicable margin (see table above), which such margin is determined by reference to Borrower’s leverage ratio. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the rate of interest which the administrative agent announces from time to time as its prime lending rate, as in effect from time to time, (ii) the Federal Funds Rate, as in effect from time to time, plus 0.5%, (iii) the Term SOFR for a one-month tenor plus 1.0%, and (iv)2.0%, in each case plus the Base Rate applicable margin (see table above), which such margin is determined by reference to the Company’s leverage ratio.

Interest on Base Rate Loans is payable quarterly in arrears. Interest on Term SOFR Loans is payable at the end of the applicable interest period. The Company also pays a commitment fee based on the applicable percentage of undrawn commitment amounts under the Revolving Credit Facility.

Debt issuance costs associated with the Revolving Credit Facility consist of fees incurred to secure the financing and are amortized over the life of the loan using a method which approximates the effective interest method. The table below summarizes the amortization of debt issuance costs, commitment fees and interest expense incurred associated with the Revolving Credit Facility, which are included in interest expense, net, on the consolidated statements of operations.

6. Members’ Equity

Prior to the Combination:

•

WBR, WB II, WB 892 and Co-Invest owned 27.18%,26.55%,38.09% and 8.18% of the issued and outstanding Class A limited liability company interests (“Class A units”) of the Company, respectively;

•

Elda River owned 100% of the issued and outstanding Series A preferred units (“Series A Preferred Units”) of the Company; and

•

WB 892 and Co-Invest II owned 38.09% and 61.91% the issued and outstanding Series B preferred units (“Series B Preferred Units”) of the Company.

Distributions (including liquidating distributions) are to be made to the members at the discretion of the board of managers of Holdings, as the governing body of the Company. Distributions are required to be distributed first to the Series A Preferred Units, followed by the Class A shares and Series B preferred units in accordance with the terms and conditions of the LLCA. Each member’s equity account will be adjusted for distributions paid to such member and additional capital contributions that are made by such member. All revenues, costs and expenses of the Company are allocated to the members.

7. Mezzanine Equity

Redeemable Series A Preferred Units

On December 13, 2019, the Company issued 150,000 Series A Preferred Units (“Redeemable Series A Preferred Units”) to Elda River in exchange for net cash proceeds of$147.8 million.

The key terms of the Series A Preferred Units are outlined in the LLCA. The Series A Preferred Units rank senior to (i) the Series B Preferred Units, and (ii) all Class A units, and rank junior only to the satisfaction of all the Company’s indebtedness upon the liquidation, dissolution, or winding up of the Company. Except as provided in the LLCA, the Series A Preferred Units did not have voting rights.

The Series A Preferred Units are redeemable in cash upon the occurrence of a change of control or an initial public offering, or at any time at the option of the Company, for an amount equal to the greater of (i) a pre-tax cumulative internal rate of return (“IRR”) of 14.0%, or (iii)1.45 multiplied by the original issue price minus the aggregate amount of any distributions received plus the original issue price for any Step-Up PIK Units (described below). In the event the Series A Preferred Units are not redeemed prior to December 31, 2026, the holders of the Series A Preferred Units gain control of the board of managers. In effect, this is viewed as the Series A Preferred Unitholders having the option to put the Series A Preferred Units to the Company after December 31, 2026, through their control of the board of managers. The Series A Preferred Units are entitled to a 14% yield. Specifically, the Series A Holders are entitled to quarterly cash distributions in an amount equal to 2% of the per unit Series A Issue Price ($1,000/Series A Preferred Unit). The remainder of the 14% yield is added to the liquidation preference associated with the Series A Preferred Units. Prior to December 31, 2020 (“Initial PIK Period”), the Company could elect to have distributions be paid-in-kind by issuing additional Series A Preferred Units (“Series A PIK Units”). Beginning in 2021, Series A PIK Units were only to be issued as a means to satisfy distributions in the event the Company’s available cash was insufficient, otherwise cash was required to settle all accrued distributions. In the event distributions were settled in kind subsequent to the Initial PIK Period, in addition to issuing Series A PIK Units at a quarterly distribution rate of 2%, the Company is required to issue Step-Up PIK Units at quarterly distribution rate of 0.5%. The Step-Up PIK Units increase the overall redemption value by an amount equal to the original issue price of the Step-Up PIK Units.

Prior to the Combination, the Company presented and accounted for the Series A Preferred Units as mezzanine equity in accordance with ASC 480-10-S99-3A at their issuance date fair value of$147.8 million ($150.0 million stated value, net of issuance costs). The Series A Preferred Units were classified in mezzanine equity because they were redeemable at the option of the Series A Preferred Unit Holders and upon a change of control, which is an event that is not solely within the control of the Company. The Series A Preferred Units were deemed to be probable of becoming redeemable. As such, the Company elected to recognize changes in the redemption value immediately as they occurred and adjusted the carrying amount of the Series A Preferred Units to an amount equaling their redemption value at the end of each reporting period, which equaled the liquidation preference. Below is a summary of the redemption values as of December 31, 2024.

As part of the Combination, Elda River contributed all of its equity interests in WBEF to OpCo in exchange for the issuance to Elda River of newly issued OpCo interests on September 17, 2025.

Redeemable Series B Preferred Units

On August 27th, 2020, the Company issued 95,000 Series B Preferred Units (“Redeemable Series B Preferred Units”) to investors in exchange for$95.0 million in cash.

The key terms of the Series B Preferred Units are outlined in the WBEF LLCA, as amended from time to time. The Redeemable Series B Preferred Units have preference over Series A units upon the dissolution of the Company. The Redeemable Series B Preferred Units are junior to (i) the satisfaction of all the Company’s indebtedness, and (ii) the Series A Preferred Units. The Series B Preferred Units did not have voting rights. Furthermore, the Series B Preferred Units are entitled to participate in quarterly cash distributions with common unitholders following the redemption of the Company’s Series A Preferred Units, provided there is available cash for distributions. No cash distributions were made to the Series B unitholders during the period January 1, 2025 through September 16, 2025 and nine months ended September 30, 2024.

In addition to the share settled redemption feature described in the paragraph below, the Redeemable Series B Preferred Units are contingently convertible at a fixed conversion price following a Series B Liquidation Event (defined below), an initial public offering, certain equity transactions with a third party, or a merger or consolidation transaction meeting specific equity valuation requirements. Upon the occurrence of one of the aforementioned events, the Series B Preferred Unitholder will receive the greatest of: (i) the number of shares issuable at the fixed conversion price, and (ii) the variable number of shares issuable under the share settled redemption feature described below.

The Series B Preferred Units are redeemable in cash upon the occurrence of certain liquidation events outlined within the WBEF LLCA (“Series B Liquidation Events”) for an amount equal to the greater of (i) the amount of cash that a Series B Unit Holder would have been entitled to on an as-converted basis with Class A Units following the satisfaction of senior liquidation obligations, (ii) a pre-tax cumulative IRR of 15.0%, or (iii)1.15 multiplied by the issue price minus the aggregate amount of any distributions received. In addition to receiving cash, the Series B Preferred Units can be redeemed for a variable number of Class A Units in the Company upon the occurrence of, among other things, a Series B Liquidation Event, an initial public offering, certain equity transactions with a third party, or a merger or consolidation transaction meeting specific equity valuation requirements.

The occurrence of any event requiring the redemption of the Series B Preferred Units is considered outside the control of the Company. As a result, prior to the Combination, the Company presented and accounted for the Series B Preferred Units as mezzanine equity at its fair value upon issuance, net of any issuance costs, on the consolidated balance sheets pursuant to ASC 480-10-S99-3A. Furthermore, the Series B Preferred Units were not required to be remeasured at each reporting date as they were not currently redeemable and were not probable of becoming redeemable. The carrying value of the Series A Preferred Units was$95.0 million as of December 31, 2024.

As part of the Combination, Series B investors contributed all of their equity interests in WBEF to OpCo in exchange for the issuance of newly issued OpCo interests on September 17, 2025.

Redeemable Noncontrolling Interests

On December 26, 2018, WaterBridge Operating issued 100,000 Series A-1 Preferred Units (the “Series A-1 Preferred Units”) as consideration for the acquisition of certain produced-water assets from a customer.

On September 30, 2022 (the “Exchange Date”), WaterBridge Operating entered into a nonmonetary equity exchange agreement with Holdings and the customer, wherein the customer surrendered all of their Series A-1 Preferred Units in exchange for 117,322 Series A-1 Preferred Units in Holdings (the “Holdings Preferred Units”).

The Holdings Preferred Units represented a noncontrolling interest in a subsidiary, Holdings, and such noncontrolling interests were subject to potential cash redemption that rests outside of the control of Holdings (“Redeemable Noncontrolling Interest”). The Company presented and accounted for the Redeemable Noncontrolling Interest as mezzanine equity in consideration of this cash redemption feature and in accordance with the guidance in ASC 480-10-S99 and ASC 810. The Redeemable Noncontrolling Interest was redeemable at the option of the holder, as such, the redeemable noncontrolling interest was remeasured to its redemption value using the effective yield method at each reporting date.

On September 14, 2023 (the “Redemption Date”), Holdings executed a unit redemption agreement (the “Redemption Agreement”) wherein Holdings agreed to redeem the Holdings Preferred Units for aggregate consideration of$165.0 million (the “Redemption Price”). Of such Redemption Price,$150.0 million was delivered in cash on the Redemption Date with remaining$15.0 million to be delivered over the following three quarters in equal payment amounts of$5.0 million each (the “Deferred Redemption Payments”). The Deferred Redemption Payments were made and are included in repayments of note from Series A-1 Preferred Units on the consolidated statements of cash flows. The carrying value of the redeemable noncontrolling interest on the Redemption Date was$172.1 million. The fair value of the cash and the Deferred Redemption Payments exchanged was$164.5 million. The difference of$7.6 million from the extinguishment of the Holder Preferred Units resulted in a deemed contribution recognized in members’ equity. As a result, following the Redemption Date there were no Series A-1 Preferred Units of Holdings issued or outstanding, thus there are no amounts of Redeemable Noncontrolling Interest as of December 31, 2024.

8. Share-Based Compensation

The Company accounts for share-based compensation expense for Incentive Units granted in exchange for employee services. Our management and employees previously participated in two equity-based incentive plans during the applicable period, managed by WBR and WB II, both indirect parents of the Company. The Incentive Units consisted of time-based awards of profits interests in WBR and WB II. On September 18, 2025, the WBR and WB II Incentive Units were either cancelled or reclassified into common equity of the issuing entity and are no longer outstanding as of such date. See Note 2 — Summary of Significant Accounting Policies— “Share-Based Compensation” for further discussion of the accounting treatment of the WBR and WB II Incentive Units.

WBR Incentive Units

Prior to September 18, 2025, the governing documents of WBR authorized the issuance of up to 10,000 Incentive Units (“WBR Incentive Units”), which represented profits interests in WBR.

The weighted average fair value of the WBR Incentive Units is estimated using a Monte Carlo simulation with the following inputs:

The number of WBR Incentive Units granted and forfeited during the period January 1, 2025 through September 16, 2025, and during the twelve months ending December 31, 2024 is shown in the following table:

The fair value of the WBR Incentive Units attributable to the Company as of September 16, 2025 was$5.9 million ($0 -$5,989 per unit) and as of December 31, 2024 was$19.3 million ($0 -$8,178 per unit).

The cumulative vested value of the liability for the WBR Incentive Units allocated to the Company was approximately$5.9 million and$19.3 million as of September 16, 2025 and December 31, 2024 respectively. The Company recognized income of$19.5 million andexpense of$0.2 million, respectively, in share-based compensation during the period July 1, 2025 through September 16, 2025 and three months ended September 30, 2024, respectively, which is included in general and administrative expense on the statements of operations. The Company recognized income of$13.4 million andexpense of$6.7 million, respectively, in share-based compensation during the period January 1, 2025 through September 16, 2025 and nine months ended September 30, 2024, respectively. For the period January 1, 2025 through September 16, 2025 and the year ended December 31, 2024 the WBR Incentive Units were fully vested.

There wereno departures requiring accelerated vesting during theperiod January 1, 2025 through September 16, 2025 and nine months ended September 30, 2024.

On September 18, 2025, the WBR Incentive Units were either cancelled or reclassified into common equity of the issuing entity and are no longer outstanding as of such date.

WB II Incentive Units

Prior to September 18, 2025, the governing documents of WB II authorized the issuance of up to 10,000 Incentive Units (“WB II Incentive Units”) that represented profit interests in WB II.

The number of WB II Incentive Units granted and forfeited during the period January 1, 2025 through September 16, 2025 and during the twelve months ending December 31, 2024 is shown in the following table:

The weighted average estimated fair value of the time-based portion of WB II Incentive Units was valued using a Monte Carlo simulation with the following inputs:

The fair value of the WB II Incentive Units waszero as of September 16, 2025 and as of December 31, 2024 was$2.0 million ($0 -$543 per unit).

The cumulative vested value of the liability for the WB II Incentive Units allocated to the Company waszero and$2.0 million as of September 16, 2025 and December 31, 2024, respectively. The Company recognized income of$3.3 million and income of$0.2 million, respectively, in share-based compensation expense during the period July 1, 2025 through September 16, 2025 and three months ended September 30, 2024, respectively, which is included in general and administrative expense on the statements of operations. The Company recognized income of$2.0 million andexpense of$1.3 million, respectively, in share-based compensation during theperiod January 1, 2025 through September 16, 2025 and nine months ended September 30, 2024, respectively. For the period January 1, 2025 through September 16, 2025 and the year ended December 31, 2024, the WB II Incentive Units were fully vested.

There wereno departures requiring accelerated vesting during theperiod January 1, 2025 through September 16, 2025 and nine months ended September 30, 2024.

Changes in the allocated vested and unvested fair value of the Incentive Unitsfor the year ended December 31, 2024 and period January 1, 2025 through September 16, 2025 were as follows:

On September 18, 2025, the WB II Incentive Units were either cancelled or reclassified into common equity of the issuing entity and are no longer outstanding as of such date.

9. Related Party Transactions

Shared Services Agreement

The Company and its subsidiaries, including WaterBridge Management Company, LLC, are parties to a shared services agreement with WBR, Holdings, WaterBridge NDB LLC (“NDB”) and its subsidiaries, LandBridge Company LLC and its subsidiaries (“LandBridge”), and Desert Environmental LLC and its subsidiaries, each being an affiliate of the Company, pursuant to which the Company and its subsidiaries provide various general, administrative, and operating services. The Company and its subsidiaries are entitled to reimbursement for all fees incurred that are necessary to perform services under the shared services agreement. For shared services, the basis of allocation is an approximation of time spent on activities to support the other party. For shared costs paid on our behalf, the costs are directly allocated to us based on our pro rata share of the expenses. The Company received approximately$21.3 million and$22.7 million for the period July 1, 2025 through September 16, 2025 and for the three months ended September 30, 2024, respectively, and$63.9 million and$53.8 million for the period January 1, 2025 through September 16, 2025 and for the nine months ended September 30, 2024, respectively, for shared services and direct cost reimbursements.

Legacy Financial Sponsor Services Agreement

Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point's geographic information system (“GIS”) and legal services. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. The GIS and legal services reimbursement totaled$0.1 million and an immaterial amount for the period July 1, 2025 through September 16, 2025 and for the three months ended September 30, 2024, respectively, and$0.4 million and$0.1 million for the period January 1, 2025 through September 16, 2025 and for the nine months ended September 30, 2024, respectively.

Customer Agreement

A subsidiary of the Company is also party to a produced water management agreement with an affiliate of the Company that operates environmental remediation facilities on terms substantially similar to those generally available for water management services in the applicable region. Under such agreement, the customer offloads certain barrels of produced water from its reclamation facilities to the Company on an interruptible basis for produced water transportation and handling services.

Supplier Agreements

Waste Handling Agreement

A subsidiary of the Company is a party to a waste handling agreement with an affiliate of the Company that operates environmental remediation facilities on terms substantially similar to those generally available for solids waste management services in the applicable region. Under such agreement, such subsidiary of the Company dedicated all of its oilfield solids and other solids waste materials generated by or arising out of its operations within an area of mutual interest to a subsidiary of Desert Environmental for processing, handling and disposal. The agreement includes a fee schedule and arrangements for specified solids waste management services.

Water Facilities Access Agreements

A subsidiary of the Company is a party to a surface lease and use agreement with a subsidiary of LandBridge. Pursuant to such agreement, such subsidiary of the Company has certain non-exclusive rights to construct, operate and maintain produced water handling facilities on certain lands owned by a subsidiary of LandBridge in southern Reeves County, Texas. A subsidiary of the Company also acquired several surface use agreements, easements and rights-of-way on such lands that grant us the right to operate and maintain certain specified produced water handling facilities and pipelines. Such agreement includes a customary fee schedule for specified surface use activities, such as produced water transportation royalties in certain circumstances and the payment of surface damages for the construction of pipelines, access roads and overhead electric lines. Such agreements did not constitute related party transactions prior to a subsidiary of LandBridge’s acquisition of the land underlying such agreements in December 2024. For the period July 1, 2025 through September 16, 2025 and for the three months ended September 30, 2024, we paid$0.3 million andzero under such agreement, respectively. For the period January 1, 2025 through September 16, 2025 and for the nine months ended September 30, 2024, we paid$0.9 million and an immaterial amount under such agreement, respectively.

Joint Operating Agreement

On December 18, 2020, a subsidiary of the Company entered into a JOA and contribution agreement effective January 1, 2021, with a subsidiary of NDB, which is a related party. The JOA governs the ownership and operation of the contributed produced water assets owned by each JOA party within an agreed area of mutual interest, consisting ofeight produced water handling facilities, related permits, pipeline and right of way and related customer contracts. Under the terms of the JOA and the related contribution agreement, each party contributed produced water assets owned by such parties in exchange for 50% undivided interest in all JOA assets post contribution. We are a non-operating partner and a subsidiary of NDB is the operator of all JOA assets.

10. Commitments and Contingencies

Performance Incentives

As part of a December 9, 2022 asset acquisition, we recognized contingent consideration as part of entering into a three-year performance incentive agreement with a maximum potential payout of $9.0 million if certain annual incentive criteria are achieved. Incentive payments are determined quarterly based on the completion of qualifying oil and gas producing wells, as defined in the related agreement, developed by the counterparty on a cumulative basis. The quarterly payment equals $300,000 multiplied by the number of qualifying wells completed in excess of four during each year. No payment is earned if the number of qualifying wells is less than the applicable well threshold in any given year. During the period July 1, 2025 through September 16, 2025, the Company paid$0.3 million in incentive payments and madeno payments during thethree months ended September 30, 2024. During the period January 1, 2025 through September 16, 2025 and for the nine months ended September 30, 2024, the Company paid$3.0 million and$0.9 million in incentive payments, respectively.

Other

On April 3, 2025, a subsidiary of the Company received an enforcement notice from the Railroad Commission of Texas (“RRC”) seeking reimbursement for up to $7.0 million in expenses incurred by the RRC in connection with the plugging of an orphan well located in proximity to a produced water handling facility operated by the Company. No formal proceeding has been initiated. The Company believes the action is without merit and timing of resolution is uncertain. The Company has no amounts accrued related to this matter.