WaterBridge Infrastructure LLC

(a)

Recent Sales of Unregistered Securities

On September 18, 2025, pursuant to the Contribution and Reorganization Agreement, (a) the Five Point Members, Devon Holdco and Elda River contributed approximately $80,200 in cash to WaterBridge in exchange for the issuance of an aggregate 80,190,150 Class B shares to the Five Point Members, Devon Holdco and Elda River and (b) WaterBridge issued 3,411,735 Class A shares and 3,398,115 Class A shares to WBR Holdings and GIC, respectively, in exchange for the equity interests in WBEF directly or indirectly held by each of them and contributed to WaterBridge in connection with the WaterBridge Combination and the Corporate Reorganization.

After giving effect to the WaterBridge Combination transactions and Corporate Reorganization transactions, including the IPO, (a) the Five Point Members collectively own 3,411,735 of our Class A shares and 58,682,925 of our Class B shares; (b) Devon Holdco owns 17,757,225 of our Class B shares; (c) Elda River owns 3,750,000 of our Class B shares; (d) GIC owns 3,398,115 of our Class A 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.

These securities were issued pursuant to the exemption from registration for sales of securities not involving a public offering as set forth in Rule 506(d) promulgated under the Securities Act and in Section 4(a)(2) of the Securities Act. Each of the parties receiving such securities is an accredited investor for purposes of Rule 501 of Regulation D.

(b)

Use of Proceeds

On September 16, 2025, our Registration Statement on Form S-1 (File No. 333-289823) was declared effective by the SEC for the IPO, pursuant to which we registered and sold an aggregate of 36,455,000 Class A shares, including the underwriters’ option to purchase 4,755,000 additional Class A shares, at a price of $20.00 per share to the public. The sale of WaterBridge’s Class A shares resulted in gross proceeds of $729.1 million to WaterBridge and net proceeds of $672.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The material terms of the IPO are described in the Prospectus. J.P. Morgan Securities LLC and Barclays Capital Inc. acted as lead book-running managers and representatives of the underwriters in the IPO.

WaterBridge used approximately $228.2 million of the net proceeds of the IPO to purchase certain OpCo Interests from Elda River, and contributed the remaining net proceeds of the IPO to OpCo in exchange for newly issued OpCo Units. OpCo used approximately $130.0 million of the net proceeds from the IPO to repay certain outstanding indebtedness of WaterBridge Operating, NDB Operating and Desert Environmental. On October 6, 2025, OpCo used an additional $303.9 million of the remaining net proceeds to repay all outstanding borrowings and accrued interest under the NDB Term Loan and SDB Term Loan. The remainder of the net proceeds was retained for general company purposes, including funding working capital and future growth projects.

There has been no material change in the planned use of proceeds from the IPO from that described in the Prospectus for the IPO.

(c)

Issuer Purchases of Equity Securities.

Neither we nor any affiliated purchaser repurchased any of our equity securities during the period covered by this Quarterly Report on Form 10‑Q.