WBI on NYSE

WaterBridge Infrastructure LLC

American oil and gas field services company based in Houston1

In its 2026 annual report the company says: “We are a leading integrated, pure-play water infrastructure company with operations predominantly in the Delaware Basin, the most prolific oil and natural gas basin in North America. We operate the largest integrated produced water infrastructure network in the United States through which we provide water management solutions to oil and natural gas E&P companies under long-term contracts, which include gathering, transporting, recycling and handling produced water.”5 Its shares trade on NYSE under the symbol WBI.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$525.6MRevenue, fiscal 20252
$9.0KNet income, fiscal 20252

Compare with Core Laboratories, Ranger Energy Services, Inc. or Nine Energy Service, Inc., or pick any stock.

  • TickerWBI on NYSE1
  • IndustryOil & Gas Field Services, NEC1
  • HeadquartersHouston, Texas1
  • Incorporated inDE3
  • Business address5555 San Felipe Street, Suite 1200, Houston, Tx 770563
  • Filer categoryNon-accelerated filer3

WaterBridge was formed on April 11, 2025 as a Delaware limited liability company to serve as the issuer in an initial public offering of equity, which closed on September 18, 2025 (the “IPO”). WaterBridge is a holding company, the principal asset of which is units representing limited liability company interests (“OpCo Units”) in OpCo. WaterBridge is also the sole managing member of OpCo. Unless otherwise indicated or the context otherwise requires, references in this Annual Report to “WaterBridge,” “us,” “we,” “our” or the “Company” are to (i) WaterBridge NDB Operating LLC (“NDB Operating”), one of our predecessors for SEC reporting purposes, and its subsidiaries, for periods prior to the completion of the combination and reorganization transactions in connection with the IPO and (ii) WaterBridge and its subsidiaries for periods following the completion such transactions. For more infor…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

15.0%Operating margin2
0.0%Net margin2
66.2%Revenue growth, 20252
0.0%Return on equity2
2.38×Debt to equity2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Produced Water Handling Revenues Excluding Skim Oil brought in 92% of the revenue WaterBridge Infrastructure LLC broke down this way in fiscal 2025.

  1. Produced Water Handling Revenues Excluding Skim Oil$434.5M292%up 71% from 2024
  2. Skim Oil$37.1M28%up 27% from 2024
Products and services by year
Products and services202320242025
Produced Water Handling Revenues Excluding Skim Oil$167.5M$254.7M$434.5M
Skim Oil$16.4M$29.3M$37.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue73¢$383.3M
  • Other costs27¢$141.2M
  • Income tax0¢$1.1M
  • Profit0¢$9.0K

Out of $525.6M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$159.7M

Out of $159.7M of cash from operations.2

Financial statements

Revenue2$525.6M in 2025+162% since 2023
0$200.0M$400.0M$600.0M2023: $200.8M$200.8M20232024: $316.3M$316.3M2024+58%2025: $525.6M$525.6M2025+66%
Operating income2$78.9M in 2025+95% since 2023
0$20.0M$40.0M$60.0M$80.0M2023: $40.5M$40.5M20232024: $56.4M$56.4M2024+39%2025: $78.9M$78.9M2025+40%
Net income2$9.0K in 2025−100% since 2023
0$5.0M$10.0M$15.0M2023: $14.7M$14.7M20232024: $3.0M$3.0M2024−80%2025: $9.0K$9.0K2025−100%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 1 quarters (quarterly), latest first.2

Period ending2025-12-312024-12-312023-12-31
Total revenues$525.6M$316.3M$200.8M
Depreciation, depletion, amortization and accretion$140.9M$78.3M$48.4M
Total cost of revenues$383.3M$227.8M$145.5M
General and administrative expense$47.2M$33.8M$14.7M
Loss (gain) on disposal of assets, net$12.0M-$137.0K$97.0K
Other operating expense (income), net$4.2M-$1.6M$21.0K
Operating income$78.9M$56.4M$40.5M
Interest expense, net$68.9M$53.4M$26.2M
Loss on extinguishment of debt, net$11.4M$0$0
Other income, net-$433.0K-$251.0K-$523.0K
(Loss) income from operations before taxes-$1.1M$3.3M$14.8M
Income tax (benefit) expense-$1.1M$320.0K$111.0K
Net income$9.0K$3.0M$14.7M

Compare WaterBridge Infrastructure LLC with another company

Corporate structure

WaterBridge Infrastructure LLC sits at the top of its group. 24 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of WaterBridge Infrastructure LLC

  • WaterBridge Infrastructure LLC Houston, Texas
    • Arkoma Water Resources, LLC Subsidiary · Delaware, United States
    • Desert Environmental LLC Subsidiary · Delaware, United States
    • Desert Operating LLC Subsidiary · Delaware, United States
    • Desert Reclamation LLC Subsidiary · Delaware, United States
    • EVX Eagle Ford Partners, LLC Subsidiary · Delaware, United States
    • EVX Land LLC Subsidiary · Delaware, United States
    • EVX Operating LLC Subsidiary · Delaware, United States
    • EVX South Texas SWD, LLC Subsidiary · Texas, United States
    • Pecos Water LLC Subsidiary · Delaware, United States
    • Permian Water LLC Subsidiary · Delaware, United States
    • Safefill Pecos, LLC Subsidiary · Texas, United States
    • Stateline Water, LLC Subsidiary · Oklahoma, United States
    • WaterBridge Arkoma Operating, LLC Subsidiary · Oklahoma, United States
    • WaterBridge Management Company LLC Subsidiary · Delaware, United States
    • WaterBridge Midstream Operating LLC Subsidiary · Delaware, United States
    • WaterBridge Operating LLC Subsidiary · Delaware, United States
    • WaterBridge Resources Delaware, LLC Subsidiary · Delaware, United States
    • WaterBridge Resources Mid-Continent, LLC Subsidiary · Delaware, United States
    • WaterBridge Stateline LLC Subsidiary · Delaware, United States
    • WaterBridge Texas Midstream LLC Subsidiary · Texas, United States
    • WaterBridge Texas Operating LLC Subsidiary · Delaware, United States
    • WBI G&D LLC Subsidiary · Delaware, United States
    • WBI Operating LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What WaterBridge Infrastructure LLC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$2.5B2 Dec 31, 2025$1.2B2 Dec 31, 2024+103.5%
Accumulated depreciation$242.3M2 Dec 31, 2025$141.4M2 Dec 31, 2024+71.4%
Property and equipment, net$2.3B2 Dec 31, 2025$1.1B2 Dec 31, 2024+107.6%
Finance-lease assets$5.0M2 Dec 31, 2025$4.2M2 Dec 31, 2024+20.6%
Operating-lease assets (leased space)$6.5M2 Dec 31, 2025$02 Dec 31, 2024

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$51.5M2 Dec 31, 2025$13.3M2 Dec 31, 2024+288.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$53.1M2 Dec 31, 2025$9.1M2 Dec 31, 2024+484.4%
Intangible assets, net (excluding goodwill)$935.7M2 Dec 31, 2025$98.6M2 Dec 31, 2024+849.1%
Finite-lived intangibles, gross$973.6M2 Dec 31, 2025$104.4M2 Dec 31, 2024+832.6%
Accumulated amortization$37.9M2 Dec 31, 2025$5.8M2 Dec 31, 2024+552.2%
Finite-lived intangibles, net$935.7M2 Dec 31, 2025$98.6M2 Dec 31, 2024+849.1%

Properties, in its own words

Most of our interests in the real property on which our assets are located derive from leases, easements, rights-of-way, permits or licenses from landowners or governmental authorities, permitting the use of such land for our operations. We have no knowledge of any challenge to the underlying fee title of any material lease, easement, right-of-way, permit or license held by us or to our title to any material lease, easement, right-of-way, permit or lease, and we believe that we have satisfactory title to all of our material leases, easements, rights-of-way, permits and licenses. Part I, Item 1. “Business—Our Operations” contains additional information regarding our material property.

Item 2 of the 10-K filed Mar 16, 2026.5

Leadership

Who has led WaterBridge Infrastructure LLC, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (17)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Arkoma Water Resources, LLC Delaware4
  • Desert Environmental LLC Delaware4
  • Desert Operating LLC Delaware4
  • Desert Reclamation LLC Delaware4
  • EVX Eagle Ford Partners, LLC Delaware4
  • EVX Land LLC Delaware4
  • EVX Operating LLC Delaware4
  • EVX South Texas SWD, LLC Texas4
  • Pecos Water LLC Delaware4
  • Permian Water LLC Delaware4
  • Safefill Pecos, LLC Texas4
  • Stateline Water, LLC Oklahoma4
  • WBI G&D LLC Delaware4
  • WBI Operating LLC Delaware4
  • WaterBridge Arkoma Operating, LLC Oklahoma4
  • WaterBridge Management Company LLC Delaware4
  • WaterBridge Management Inc. Delaware4
  • WaterBridge Midstream Operating LLC Delaware4
  • WaterBridge Operating LLC Delaware4
  • WaterBridge Resources Delaware, LLC Delaware4
  • WaterBridge Resources Mid-Continent, LLC Delaware4
  • WaterBridge Stateline LLC Delaware4
  • WaterBridge Texas Midstream LLC Texas4
  • WaterBridge Texas Operating LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 21, 20268-K Executive or director change28
  2. Aug 18, 20268-K Entered a material agreement; New debt or obligation; Other events29
  3. Aug 13, 20268-K Regulation FD disclosure; Other events30
  4. Aug 5, 20268-K Results of operations; Regulation FD disclosure31
  5. Jun 24, 20268-K Shareholder vote32
  6. May 6, 20268-K Results of operations; Regulation FD disclosure33
  7. Apr 14, 20268-K Executive or director change34
  8. Mar 16, 20268-K Results of operations; Regulation FD disclosure35
  9. Dec 15, 20258-K Executive or director change36
  10. Nov 12, 20258-K Results of operations; Regulation FD disclosure37
  11. Oct 14, 20258-K Executive or director change38
  12. Oct 7, 20258-K Entered a material agreement; New debt or obligation39
  13. Sep 17, 2025New chief executive Jason Thomas Long becomes CEO9

Calendar

Coming up

  1. Nov 4, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.02) a share, on Nov 12, 2025.40

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results31
  2. May 6, 2026Reported quarterly or annual results33
  3. Mar 16, 2026Reported quarterly or annual results35
  4. Nov 12, 2025Reported quarterly or annual results37

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

136 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 18 major events, 57 insider forms, 14 large holders, 43 other. The latest 20:

  1. Oct 7, 2026SCHEDULE 13G/A EDGAR
  2. Oct 1, 2026S-3ASR EDGAR
  3. Oct 1, 2026S-3ASR EDGAR
  4. Sep 22, 20264 EDGAR
  5. Sep 22, 20264 EDGAR
  6. Sep 22, 20264 EDGAR
  7. Sep 22, 20264 EDGAR
  8. Sep 22, 20264 EDGAR
  9. Sep 22, 20264 EDGAR
  10. Sep 22, 20264 EDGAR
  11. Sep 22, 20264 EDGAR
  12. Sep 22, 20264 EDGAR
  13. Sep 21, 20268-K EDGAR
  14. Aug 18, 2026424B3 EDGAR
  15. Aug 18, 20268-K EDGAR
  16. Aug 13, 2026SCHEDULE 13G/A EDGAR
  17. Aug 13, 2026424B3 EDGAR
  18. Aug 13, 20268-K EDGAR
  19. Aug 6, 20264 EDGAR
  20. Aug 6, 20264 EDGAR

The 136 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 6 buys and 4 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 22, 2026DEVON ENERGY CORP/DE10% ownerSale1,755,174$30.05$52.7MForm 4
Jun 22, 2026WaterBridge Resources LLC10% ownerSale5,894,826$30.05$177.1MForm 4
Jun 22, 2026Five Point Energy GP I LP10% ownerSale5,894,826$30.05$177.1MForm 4
Jun 22, 2026Capobianco David NDirectorSale5,894,826$30.05$177.1MForm 4
Jan 6, 2026McNeely Scott LloydExecutive VP, CFOBuy1,278$19.56$25.0KForm 4
Jan 6, 2026Reitz Michael Howard JRSee RemarksBuy4,865$20.49$99.7KForm 4
Jan 5, 2026Long Jason ThomasChief Executive OfficerBuy5,000$19.84$99.2KForm 4
Jan 5, 2026Bolling Harrison FennerExecutive VP and GCBuy2,000$19.98$40.0KForm 4
Sep 18, 2025CRANE JAMES RDirectorBuy300,000$20.00$6.0MForm 4
Sep 18, 2025DAILY GREGORY SDirectorBuy75,000$20.00$1.5MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jason LongChief Executive Officer44$633.9K$6.4M49
2025Michael ReitzPresident and Chief Operating Officer40$445.8K$4.6M49
2025Scott L. McNeelyExecutive Vice President, Chief Financial Officer42$402.4K$3.4M49
2025Jason WilliamsExecutive Vice President, Chief Administrative Officer47$391.2K$3.2M49
2025Harrison BollingExecutive Vice President and General Counsel43$391.2K$3.2M49
2024Jason LongChief Executive Officer44$550.0K$1.3M49
2024Michael ReitzPresident and Chief Operating Officer40$400.0K$1.2M49
2024Harrison BollingExecutive Vice President and General Counsel43$360.0K$783.1K49
2024Jason WilliamsExecutive Vice President, Chief Administrative Officer47$360.0K$774.8K49
2024Scott L. McNeelyExecutive Vice President, Chief Financial Officer42$335.8K$768.0K49

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Devon Energy Corp/DE16,002,051$548.4M34.4%−1,755,174
Alps Advisors Inc9,851,493$337.6M1.6%New
Horizon Kinetics Asset Management LLC7,650,237$262.2M3.0%+308,090
Fmr LLC3,869,296$132.6M0.0%−94,478
Hood River Capital Management LLC1,960,405$67.2M0.5%+1,339,831
UBS Group AG1,935,231$66.3M0.0%+1,607,570
Schwartz Investment Counsel Inc1,681,789$57.6M1.9%+78,760
Capital Research Global Investors1,497,559$51.3M0.0%New
Tensile Capital Management LP1,082,533$37.1M5.1%+97,959
Ameriprise Financial Inc1,074,786$36.8M0.0%−104,739
Emory University1,001,685$34.3M21.4%+1,685
Jpmorgan Chase & Co905,080$30.1M0.0%+863,196
Balyasny Asset Management L.P.831,453$28.5M0.1%+812,377
Jennison Associates LLC821,534$28.2M0.0%+497,611
First Manhattan Co. Llc.803,720$27.5M0.1%No change
William Blair Investment Management, LLC783,780$26.9M0.1%New
Marshall Wace, Llp705,798$24.2M0.0%+32,808
Hill City Capital, LP700,000$24.0M0.6%No change
Ranger Investment Management, L.P.682,262$23.4M1.5%−242,308
CUSHING ASSET MANAGEMENT, LP dba NXG INVESTMENT MANAGEMENT620,000$21.2M1.0%+417,500
Goldman Sachs Group Inc600,225$20.6M0.0%+381,825
Loomis Sayles & Co L P599,413$20.5M0.0%−1,189
Federated Hermes, Inc.590,000$20.2M0.0%−43,000
Fideuram - Intesa Sanpaolo Private Banking S.p.a.562,311$19.3M0.6%−79,550
Westwood Holdings Group Inc547,482$18.8M0.1%−195,680

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

3 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Nov 11, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$100,001 - $250,000−2.2%Report
Sep 26, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$15,001 - $50,000Report
Sep 17, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$15,001 - $50,000Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How WaterBridge Infrastructure LLC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARWaterBridge Infrastructure LLC1
  • CIK0002064947
  • Employer ID (EIN)33-45460865
  • Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)1389 Oil & Gas Field Services, NEC1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address5555 San Felipe Street, Suite 1200, Houston, TX 770561
  • Phone(951) 760-65841
  • Shares outstanding43,264,850 Common Class A shares; 80,190,150 Common Class B shares as of Mar 13, 20265
  • Public float$0 as of Jun 30, 20252
  • AuditorDeloitte & Touche LLP, Houston, Texas PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceApr 18, 20251
  • Filings136 in all: 4 (36), 3 (21), 8-K (17), SCHEDULE 13G (8), 424B3 (7), SCHEDULE 13G/A (6), 144 (4), CORRESP (4)1
    All 27 form types

    UPLOAD (4), 10-Q (3), S-1/A (3), 8-A12B (2), CERT (2), DRS/A (2), DRSLTR (2), EFFECT (2), S-1 (2), S-3ASR (2), 10-K (1), 424B4 (1), 8-K/A (1), ARS (1), DEF 14A (1), DEFA14A (1), DRS (1), S-1MEF (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 16, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Sep 21, 2026

Securities registered for trading

ClassSymbolExchange
Class A shares representing limited liability company interestsWBINew York Stock Exchange

From the cover page of the 10-K filed Mar 16, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks WaterBridge Infrastructure LLC names in Item 1A of its 10-K filed Mar 16, 2026: 67 risks under these headings, as written.5

  • Risks Related to Our Business and Operations
  • Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity in our areas of operation.
  • The willingness of E&P companies to engage in drilling, completion and production activities in our areas of operation is substantially influenced by the market prices of oil and natural gas, which are highly volatile.
  • Our business is dependent upon the willingness of E&P companies to outsource their water management requirements, and we compete with other water management providers to meet these needs.
  • We cannot predict the rate at which our customers will develop acreage that is dedicated to us or the areas they will decide to develop.
  • Our success largely depends on the produced water volumes we handle, which are dependent on certain factors beyond our control. Any decrease in the volumes of produced water that we handle, whether because of natural declines, producer inactivity or otherwise, could have a material adverse effect on our business and operating results.
  • A majority of our revenue is derived from our operations in the Delaware Basin, making us vulnerable to risks associated with geographic concentration generally and the Delaware Basin specifically, including basin-specific supply and demand factors, regulatory changes and severe weather impacts that could have a material adverse effect on our business.
  • We rely on a small number of key individuals, certain of whom have responsibilities with affiliated entities, whose absence or loss could adversely affect our business, and difficulty attracting and retaining experienced personnel and qualified directors could reduce our competitiveness and prospects for future success.
  • We generally do not own in fee the land on which our pipelines and water handling facilities are located. Our inability to acquire or retain necessary access to land on commercially reasonable terms in order to provide services for our customers or obtain new business could result in disruptions to our operations.
  • Our operations depend upon access to available pore space in subsurface geologic formations by which we can dispose of produced water. Our inability to acquire new pore space or our loss of existing pore space may negatively impact our ability to service new and existing customers.
  • Our customers depend on the availability of oil and natural gas transportation and processing services to support their oil and natural gas production. Any constraint or interruption of such services could decrease oil and natural gas production and as a result, the demand for our services, which could have a material adverse effect on our business, results of operations, cash flows and financial position.
  • The growth of our business through acquisitions may expose us to various risks, including those relating to difficulties in identifying suitable, accretive acquisition opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.
The other 56 risks
  • We may experience difficulty in achieving and managing future growth.
  • We may not be successful in pursuing additional commercial opportunities to serve customers outside the oil and natural gas sector.
  • Technological advancements in connection with alternatives to hydraulic fracturing could decrease the demand for our services or require us to implement or acquire new technologies at a significant cost.
  • Our customer contracts are subject to renewal risks.
  • Declining general economic, business or industry conditions may have a material adverse effect on our results of operations, cash flows and financial position.
  • The fees charged to customers under our agreements for the gathering, transportation or handling of produced water may not escalate sufficiently to cover increases in costs.
  • Operational disruptions in our areas of operation from weather, natural disasters, terrorism or other similar causes could impact our results of operations, cash flows and financial position.
  • Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. The occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material adverse effect on our results of operations, cash flows and financial position.
  • We and our customers may be subject to catastrophic events, which could have a material adverse effect on our results of operations, cash flows and financial position.
  • Changes in laws or adverse court rulings related to the ownership of produced water in our areas of operation could lead to uncertainty with respect to produced water management, delayed or cancelled development by our customers and increased operating costs and litigation expenses for our customers and us, which could have a material adverse effect on our results of operations, cash flows and financial position.
  • We operate in a highly competitive industry, and competition may intensify as our competitors expand their operations or our existing and potential customers develop their own water infrastructure systems, which may cause us to lose market share and could negatively affect our ability to expand our operations.
  • Growing or adapting our business by constructing new infrastructure subjects us to construction risks and risks that supplies for such infrastructure will not be available upon completion thereof.
  • We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.
  • A loss of one or more significant customers could have a material adverse effect on our results of operations, cash flows and financial position.
  • Cyber incidents or attacks targeting systems and infrastructure used by the oil and natural gas industry may adversely impact our operations, and a cyber incident or systems failure could result in information theft, data corruption or operational disruption and our results of operations, cash flows and financial position may be adversely impacted.
  • Risks Related to Environmental and Other Regulations
  • We or our customers may be unable to obtain and renew permits necessary for operations, which could have a material adverse effect on our results of operations, cash flows and financial position.
  • Legislation or regulatory initiatives intended to address seismic activity, over-pressurization or subsidence could restrict drilling, completion and production activities, as well as our ability to handle produced water gathered from our customers, which could have a material adverse effect on our results of operations, cash flows and financial position.
  • Our produced water handling operations expose us to potential regulatory risks.
  • Restrictions on the ability to procure brackish water or changes in brackish water sourcing requirements could decrease demand for our water-sourcing solutions.
  • Federal and state legislation and regulatory initiatives relating to produced water handling facilities could result in increased costs and additional operating restrictions or delays and could harm our business.
  • We and our customers are subject to environmental and occupational health and safety laws and regulations that may expose us to significant liabilities for penalties, damages or costs of remediation or compliance.
  • Unsatisfactory safety performance may negatively affect our customer relationships and, to the extent we fail to retain existing customers or attract new customers, adversely impact our revenues.
  • We may face increased obligations relating to the future closure of our water handling facilities and may be required to provide an increased level of financial assurance to guarantee that the appropriate closure activities will occur for a water handling facility.
  • Increased regulation of hydraulic fracturing could result in reductions or delays in oil and natural gas production by our customers, which could reduce the volumes of produced water through our water infrastructure systems, which could adversely impact our revenues.
  • We are subject to a series of risks related to climate change.
  • The results of operations of our customers may be materially impacted by efforts to transition to a lower-carbon economy, which could have a material adverse effect on our business, results of operation, cash flows and financial position.
  • Increasing stakeholder attention to sustainability matters may impact our or our customers’ business.
  • The ESA and MBTA govern our and our E&P customers’ operations and additional restrictions may be imposed in the future, which could have an adverse impact on our ability to expand some of our existing operations or limit our customers’ ability to develop new infrastructure on our land.
  • Risks Related to Our Financial Condition
  • We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments, and any future indebtedness could adversely affect our financial condition.
  • We are subject to interest rate risk, which may cause our debt service obligations to increase significantly.
  • Changes to applicable tax laws and regulations, exposure to additional income tax liabilities, changes in our effective tax rates or an assessment of taxes resulting from an examination of our income or other tax returns could adversely affect our results of operations, cash flows and financial position, including our ability to repay our debt.
  • We are subject to counterparty credit risk. Nonpayment or nonperformance by our customers could have an adverse effect on our results of operations, cash flows and financial position.
  • If we fail to comply with the restrictions and covenants in our 2025 Revolving Credit Facility, Indentures or future debt agreements, there could be an event of default under the terms of such agreements, which could result in an acceleration of maturity.
  • Our obligations under our 2025 Revolving Credit Facility are secured by first priority security interests in substantially all of our assets and various guarantees.
  • Risks Related to Our Corporate Structure and Our Class A Shares
  • The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, will increase demands on our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner.
  • If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A shares.
  • Future sales of Class A shares, or the perception that such sales may occur, may depress our share price, and any additional capital raised through the sale of equity or convertible securities may dilute your ownership in us.
  • We are a holding company. Our principal asset is our equity interest in OpCo and accordingly, we are dependent upon distributions from OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other expenses.
  • Our ability to continue to pay dividends to our shareholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.
  • Five Point has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. Five Point’s interests may conflict with those of our other shareholders.
  • The Five Point Members and other Legacy Owners, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.
  • Certain of our directors and officers may have significant duties with, and spend significant time serving, other entities, including entities that may compete with us in seeking acquisitions and business opportunities, and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.
  • A significant reduction by Five Point of its ownership interests in us could adversely affect us.
  • The underwriters from the IPO may waive or release parties to the lock-up agreements entered into in connection with the IPO, which could adversely affect the price of our Class A shares.
  • If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A shares or if our operating results do not meet their expectations, our share price could decline.
  • The market price of our Class A shares could be adversely affected by sales of substantial amounts of our Class A shares in the public or private markets or the perception in the public markets that these sales may occur, including sales by our Legacy Owners after the exercise of their Redemption Rights.
  • We are a “controlled company” within the meaning of the NYSE and NYSE Texas rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements.
  • Our Operating Agreement, as well as Delaware law, contains provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A shares and deprive our investors of the opportunity to receive a premium for their shares.
  • Our Operating Agreement designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and the federal district court in Delaware as the sole and exclusive forum for Securities Act claims, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
  • There are certain provisions in our Operating Agreement regarding fiduciary duties of our directors, exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the DGCL in a manner that may be less protective of the interests of our public shareholders and restrict the remedies available to shareholders for actions taken by our officers and directors that might otherwise constitute breaches of fiduciary duties if we were subject to the DGCL.
  • In certain circumstances, OpCo will be required to make tax distributions to OpCo Unitholders, and such tax distribution may be substantial. To the extent we receive tax distributions in excess of our actual tax liabilities and retain such excess cash, the OpCo Unitholders would benefit from such accumulated cash balances if they exercise their Redemption Right.
  • The Tax Receivable Agreement with the TRA Holders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we are required to make will be substantial.
  • In certain cases, payments under the Tax Receivable Agreement to the TRA Holders may be accelerated and/or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
  • If our payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of our common stock could be substantially reduced.
  • We will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
  • If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result, and we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

Legal proceedings

Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. Item 103 of Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a specified threshold pursuant to SEC regulations. We believe that such threshold is reasonably designed to result in disclosure of environmental proceedings that are material to our business or financial condition.

On January 7, 2026, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement action from the RRC seeking reimbursement of approximately $6.9 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 WBTO. WBTO filed its response on February 6, 2026 and requested a hearing on the merits. As of March 13, 2026, a hearing date had not been set. While we cannot predict the outcome of this matter, we believe the action is without merit. Timing of resolution is uncertain.

On January 13, 2026, Arkoma Water Resources, LLC, a subsidiary of the Company filed a lawsuit against WSGP Gas Producing, LLC, a subsidiary of Trinity Operating, LLC, in the Texas Business Court, 11th Division, to enforce a contractual obligation for the use of gas transportation services in the Arkoma Basin. As of March 13, 2026, a trial date had not been set.

In the opinion of our management, there are no other pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations. See Part II, Item 8. Financial Statements and Supplementary Data – “Note 14 – Commitments and Contingencies.”

The opening of Item 3, Legal Proceedings.5

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