Form 144 WaterBridge Infrastructu Filed by: Devon WB Holdco L.L.C.
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E-mail| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Filer Information
| Filer CIK | 0002086974 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? | LIVE TEST |
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
144: Issuer Information
| Name of Issuer | WaterBridge Infrastructure LLC |
| SEC File Number | 001-42850 |
| Address of Issuer | 5555 SAN FELIPE STREET, SUITE 1200 Houston TEXAS 77056 |
| Phone | 713-2308864 |
| Name of Person for Whose Account the Securities are To Be Sold | Devon WB Holdco L.L.C. |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | 10% Stockholder |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Class A shares | J.P. Morgan Securities LLC 270 Park Avenue, 5th Floor New York NY 10179 | 1755174 | 58254225.0 | 47016059 | 06/22/2026 | NYSE / NYSE Texas |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Class A Shares | 09/18/2025 | Corporate reorganization and initial public offering | Issuer | 17757225 | 09/18/2025 | See Remarks |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
|---|---|---|---|---|
| WBR Holdings LLC 5555 San Felipe Street, Suite 1200 Houston TX 77056 | Class A Shares | 06/22/2026 | 1430814 | 42995960.70 |
| Desert Environmental Holdings LLC 5555 San Felipe Street, Suite 1200 Houston TX 77056 | Class A Shares | 06/22/2026 | 543064 | 16319073.20 |
| NDB Holdings LLC 5555 San Felipe Street, Suite 1200 Houston TX 77056 | Class A Shares | 06/22/2026 | 3920948 | 117824487.4 |
144: Remarks and Signature
| Remarks | Securities to be sold consist of Class A shares representing limited liability company interests in the Issuer ("Class A Shares") issuable to Devon WB Holdco L.L.C. ("Devon Holdco") upon the redemption and exchange of an equal number of units representing membership interests in WaterBridge Operating LLC ("Units") (together with the cancellation of a corresponding number of Class B shares representing limited liability company interests in the Issuer ("Class B Shares")). Aggregate market value is based on the closing market price of $33.19 per Class A share on June 18, 2026. Shares outstanding is as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026. Securities acquired include 17,757,225 Units and corresponding Class B Shares issued to Devon Holdco in connection with the Issuer's corporate reorganization and initial public offering that was consummated on September 18, 2025. |
| Date of Notice | 06/22/2026 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Jeffrey Ritenour, Executive Vice President |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |
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