SUMMARY

This summary highlights certain information contained elsewhere in this prospectus concerning our business and this offering. Because this is a summary, it may not contain all of the information that may be important to you and to your investment decision in our Class A shares. The following summary is qualified in its entirety by the more detailed information and financial statements and related notes thereto included elsewhere in this prospectus. You should read this entire prospectus carefully and should consider, among other things, the matters set forth in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the historical and pro forma financial statements and related notes thereto included elsewhere in this prospectus before deciding to invest in our Class A shares. In addition, certain statements in this prospectus include forward‑looking information that is subject to risks and uncertainties. See “Cautionary Note Regarding Forward‑Looking Statements” in this prospectus for additional information.

Unless the context otherwise requires, references in this prospectus to “WaterBridge,” the “Company,” “we,” “our,” “us” or like terms refer to WaterBridge Infrastructure LLC and its subsidiaries. When used in a historical context, such terms collectively refer to WaterBridge Equity Finance LLC (“WBEF”), WaterBridge NDB Operating LLC (“NDB Operating”), our predecessors for accounting purposes, and their respective operating subsidiaries. References in this prospectus to “Five Point” refer to Five Point Infrastructure LLC and its managed funds. References in this prospectus to “Legacy WaterBridge” collectively refer to NDB Operating and WBEF, together with their respective operating subsidiaries. See “Glossary of Certain Industry Terms” for other defined terms used in this prospectus.

Unless the context indicates otherwise, the information presented in this prospectus assumes that the underwriters’ option to purchase additional Class A shares is not exercised.

Company Overview

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 believe that our strategically located network, substantial scale and built-in operational redundancies provide a competitive advantage in attracting customers and allow us to achieve significant operating and capital efficiencies. We operate the largest produced water infrastructure network in the United States through which we provide water management solutions to oil and natural gas exploration and production (“E&P”) companies under long-term contracts, which include gathering, transporting, recycling and handling produced water. As of August 31, 2025, on a pro forma basis, our infrastructure network included approximately 2,500 miles of pipelines and 197 produced water handling facilities, which handled over 2.6 million barrels per day (“bpd”) of produced water for our customers and had more than 4.5 million bpd of total produced water handling capacity. We also operate two energy waste management facilities for the disposal of non-hazardous waste resulting from oil and gas E&P activities, branded under Desert Environmental. Our synergistic relationship with LandBridge Company LLC (NYSE: LB) (“LandBridge”), a leading Delaware Basin land management company, provides us preferential access to significant underutilized pore space in and around the Delaware Basin that is necessary to meet the E&P industry’s evolving water handling needs. We manage our extensive infrastructure network through the use of our fit-for-purpose technology solutions, including our state-of-the-art centralized operations center and proprietary water forecasting platform, which enable us to monitor, measure and forecast water volumes in real-time across our infrastructure network and provide our customers with reliable and efficient water management solutions.

The transportation, treatment and handling of produced water is crucial to oil and natural gas production. Water naturally exists in subsurface geologic formations that contain oil and natural gas deposits and is produced alongside, and typically in higher volumes than, hydrocarbons throughout the full life cycle of oil and natural gas wells. Produced water must be reliably separated and handled in order for these wells to be brought online and remain in production. From 2014 to 2024, produced water in the Delaware Basin grew from approximately 1.6 million bpd to approximately 13.2 million bpd, a compound annual growth rate (“CAGR”) of approximately 21%, outpacing the approximately 2.9 million bpd of oil production growth over the same period by approximately 8.8 million bpd. Due to the significant produced water volumes in the Delaware Basin in particular, our operations are critical to the ability of E&P companies to develop and produce oil and natural gas over the life cycle of a well.

Our customers include some of the most active and well-capitalized E&P companies in the areas in which we operate, including BPX Energy Inc. (“bpx energy”), Chevron Corporation, subsidiaries of Devon Energy Corporation (Devon Energy Corporation, together with its wholly owned subsidiaries, “Devon”), EOG Resources, Inc. and Permian Resources Corporation. We serve our customers primarily under long-term, fixed-fee contracts that contain acreage dedications or minimum volume commitments (“MVCs”), with annual fee escalators tied to the Consumer Price Index (“CPI”) or similar inflation index. Many of our long-term, fixed-fee contracts also include areas of mutual interest (“AMIs”) that grant us the right to provide water management solutions on any leases or oil and natural gas wells subsequently acquired or operated by a customer within a specified area. Our long-term contracts are generally structured similarly to crude oil gathering contracts, and in most cases, we receive water volumes from our customers at a central gathering facility at the same point where crude oil gathering providers receive their respective crude oil volumes. Additionally, our long-term contracts typically grant us the exclusive right to provide water management solutions for all produced water volumes from our customers’ oil and natural gas wells located within the dedicated acreage, and customers are typically required to either deliver all dedicated volumes to us or pay us a fee for any diverted dedicated volumes. For the six months ended June 30, 2025, on a pro forma basis, we generated approximately 77% of our revenues under long-term, fixed-fee contracts. As of June 30, 2025, the weighted average remaining term of our long-term, fixed-fee contracts was approximately 11 years. For the six months ended June 30, 2025, on a pro forma basis, we generated approximately 51% of our water-related revenues from our top five customers and approximately 73% of our water-related revenues were generated from well-capitalized, creditworthy customers rated BB- or higher.

Note: Based on water-related revenues as of June 30, 2025. Source: S&P Global Ratings and Moody’s Investors Service, Inc.

We believe that our proprietary data analysis technology, which we refer to as our WAVE platform, further differentiates us from our competitors. WAVE is a fully customized water forecasting software platform that we developed around our assets and our customers. The platform facilitates data gathering, logistics optimization and scenario planning in order to enhance capital efficiency across our entire network. WAVE information outputs provide insights into system capacities and forecasted production, which we make available to our customers. We believe that the WAVE platform provides us with a unique competitive advantage that allows us to work collaboratively with our customer base, optimizing field development in both the short and long term. By allowing us to more accurately determine the necessary timing and size of each system expansion, we are able to actively manage volumes and address projected system constraints in a more timely and cost-efficient manner.

We developed our infrastructure network with operational redundancies designed to ensure we deliver water management solutions during maintenance activities or other temporary interruptions, providing our customers the assurance that we will handle their water management needs reliably and consistently. This flow assurance is of paramount importance to E&P companies because any prolonged interruption in produced water handling necessitates curtailing oil and natural gas production from affected wells, resulting in lower production volumes and

decreased revenue for the producer. Our proprietary WAVE technology and centralized operations center further enhance our ability to provide flow assurance to our customers by allowing real-time monitoring and optimization of our water management operations via a network of sensors, meters, cameras, in-field computers and private radio tower infrastructure. We believe that our ability to provide reliable flow assurance is a competitive advantage that enables us to attract new customers and obtain additional business from existing customers. We believe our large-scale network and built-in operational redundancies provide a competitive advantage relative to the alternatives available to E&P companies, including developing their own water management infrastructure networks, which requires significant capital investment. We also believe that our existing footprint provides us with significant growth opportunities to expand our current dedicated acreage and broaden our customer base.

We share a financial sponsor, Five Point, and our management team with LandBridge. As of August 31, 2025, LandBridge owned approximately 277,000 surface acres in and around the Delaware Basin. Five Point and our management team initially formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of our large-scale water infrastructure network, including by providing access to pore space for handling produced water that has been gathered and transported on our pipelines. Additionally, these relationships provide our shared management team visibility into key areas of oil and natural gas production and long-term trends that have materialized into commercial successes for us, including a strategic partnership with Devon and recent commercial agreements with bpx energy. We have rights to develop produced water handling facilities on a significant portion of LandBridge’s surface acreage, including approximately 1.2 million bpd of existing produced water handling capacity and approximately 2.3 million bpd of additional permitted capacity available for future development, in each case as of August 31, 2025, on a pro forma basis.

In 2023, we entered into a long-term strategic partnership with Devon pursuant to which Devon committed all its produced water within a large AMI, including an initial dedication of approximately 52,000 acres, and contributed to us 18 produced water handling facilities with approximately 375,000 bpd of permitted capacity and approximately 210 miles of produced water pipelines for gathering, transportation, disposal and reuse in exchange for an equity interest in one of our predecessor companies. Following the WaterBridge Combination and our Corporate Reorganization (each as defined below), Devon will own 17,757,225 Class B shares, representing 15.0% of our common shares, and an approximate 15.0% interest in OpCo.

Our organizational structure following the offering and the Corporate Reorganization is commonly referred to as an umbrella partnership-C corporation (or “Up-C”) structure. Pursuant to this structure, following this offering we will hold a number of OpCo Units equal to the number of our issued and outstanding Class A shares, and holders of OpCo Units (each, an “OpCo Unitholder”) (other than us) will hold a number of OpCo Units equal to the number of our issued and outstanding Class B shares. The Up-C structure was selected in order to (i) provide our Existing Owners with an option to continue to hold their economic ownership interests in our business in “pass-through” form for U.S. federal income tax purposes through their ownership of OpCo Units and (ii) potentially allow our Existing Owners and us to benefit from certain net cash tax savings that we might realize in the future, as more fully described in the subsection titled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Our Assets

We operate the largest integrated produced water infrastructure network in the United States. Our current areas of operation include the Delaware Basin in West Texas and New Mexico, the Eagle Ford Basin in South Texas and the Arkoma Basin in Oklahoma. From January 1, 2018 to August 31, 2025, we constructed approximately 980 miles of pipelines and 66 produced water handling facilities across our areas of operation. As of August 31, 2025, on a pro forma basis, our infrastructure network included approximately 2,500 miles of pipelines and 197 produced water handling facilities with more than 4.5 million bpd of produced water handling capacity supported by approximately 2.3 million acres dedicated to us under long-term, fixed-fee contracts with E&P companies. This network is supported by our field personnel and automated in-field equipment, including pumps, valves and cameras that are managed by our operations center on a continuous basis. Desert Environmental, our energy waste management business, operates two energy waste management facilities for the disposal and handling of non-hazardous waste in the Delaware Basin.

We and LandBridge also entered into agreements with Texas Pacific Land Company (“TPL”), one of the largest landowners in Texas, to provide reciprocal crossing rights across an approximately 64,000 acre AMI near and along the Texas-New Mexico state border that, together with our access to LandBridge’s surface acreage, provides us access to semi-contiguous, or checkerboarded, acreage necessary to develop large scale water infrastructure assets in the area. Through these agreements, we have access to TPL’s surface within the AMI for pipeline rights of way and the right to operate produced water handling facilities within the AMI as well as the exclusive right to market and sell produced water within the AMI, subject to customary royalty and revenue-sharing payments. As of August 31,

2025, we have constructed approximately 700,000 bpd of produced water handling capacity within the AMI, with approximately 500,000 bpd of additional permitted capacity available to us within the AMI for future development.

In January 2025, we announced commercial agreements with bpx energy that include 10-year MVCs to support our long-term development plans in the Delaware Basin. In connection with these commercial agreements, we agreed to construct large-diameter transportation pipelines and additional handling facilities, which we refer to as the “bpx energy Project,” in order to transport and handle produced water from bpx energy’s development locations in Reeves County, Texas. This infrastructure was completed in July 2025 and includes initial capacity of approximately 450,000 bpd, with the ability to increase capacity to approximately 600,000 bpd.

On April 1, 2025, we announced the launch of an open season to solicit commitments from E&P companies to support our construction of a large diameter transportation pipeline, which we refer to as the “Speedway Pipeline,” that will extend across the northern Delaware Basin and connect Eddy and Lea counties to out-of-basin pore space in the Central Basin Platform owned by LandBridge. Subject to the successful completion of commercial negotiations with potential customers, we expect to commence construction of the Speedway Pipeline during the fourth quarter of 2025 and estimate that total development costs will be approximately $290.0 million, consisting of approximately $220.0 million for the Speedway Pipeline and associated produced water handling facilities and approximately $70.0 million for additional infrastructure to connect the pipeline to customer receipt points, including costs associated with the complementary New Devon Project (as defined below). We expect to incur approximately $72.0 million of capital expenditures in the fourth quarter of 2025 and approximately $162.0 million of capital expenditures in the first half of 2026, and that the Speedway Pipeline and related handling facilities will be completed and in service by mid-2026. We expect to fund construction of the project with cash on hand and borrowings under our Existing Revolving Credit Facilities or, if applicable, our New Revolving Credit Facility (as defined below). For additional information about our New Revolving Credit Facility, please see “—Expected Refinancing Transactions” below. If it is completed, we expect that the Speedway Pipeline will provide access to approximately 1.0 million bpd of approved produced water capacity in the Central Basin Platform and will enhance flow assurance and redundancy for our customers utilizing LandBridge’s significant pore space capacity.

In August 2025, we entered into a 10-year commercial agreement with Devon Energy Production Company, L.P. that includes a 7.5-year MVC, commencing on April 1, 2027, for the transportation and handling of Devon produced water volumes from certain development locations in Eddy and Lea counties, New Mexico, which we refer to as the “New Devon Project.” As part of this agreement, we agreed to construct certain large diameter pipelines and related handling facilities to transport Devon’s produced water to pore space leased by Devon from LandBridge in Loving and Andrews counties, Texas. A portion of these pipelines will constitute a segment of the Speedway Pipeline.

The construction and commissioning of any expansion project, including the Speedway Pipeline, is subject to numerous uncertainties, and we can provide no assurances that any such project will be executed on the terms or on the timetables estimated for such expansion project.

The table below includes a summary of our operating assets, produced water handling capacity, acreage dedications, AMI acres and percentage of produced water handling volumes by area of operation as of August 31, 2025, each on a pro forma basis.

Note: As of August 2025. The Speedway Pipeline project is currently under development and construction is dependent on future commercialization and market viability.

In total, our integrated infrastructure network allows us to offer a full suite of end-to-end produced water management solutions, making us a single source provider of solutions for our E&P customer universe. Our extensive asset base provides us the ability to gather produced water directly from third-party producing well sites. From there, we are able to transport produced water volumes to our water handling facilities, where we remove mineral solids and any residual skim oil from the water. Once the water has been processed at our water handling facilities, we either dispose of the water via underground injection or recycle the water through our water recycling facilities for use in drilling and completion operations. We believe that there will be future opportunities for the beneficial reuse of water for agricultural and industrial purposes, which could provide us with additional revenue opportunities. While these additional use cases are unlikely to materialize at scale in the near-term, we evaluate new opportunities on an ongoing basis, and we believe that we are well positioned to take advantage of such opportunities given our extensive infrastructure network, industry experience and access to LandBridge’s surface.

The following diagram illustrates the breadth of our operations and how they interconnect with the drilling operations of our E&P customers.

Our produced water infrastructure network is an integral part of the oil and gas production process. This process begins with in-field gathering from E&P well pads, where water is produced alongside hydrocarbons throughout the lifecycle of an oil and gas well. Our infrastructure typically connects to our customer’s field operations at or near central gathering facilities (“CGFs”). We receive produced water via pipeline interconnections located at CGFs or wellhead receipt points, typically constructed and operated by E&P customers that aggregate and process production from multiple wells. Thereafter, produced water is transported to our water handling facilities or delivered for reuse for well completions directly from our integrated pipeline network. At our water handling facilities, the produced water is processed by removing skim oil and solids, and then the majority of produced water is sequestered underground with the remainder of the produced water being reused or recycled. To meet significant and growing demand for water reuse and recycling, we have strategically co-located recycling infrastructure with produced water handling facilities to optimize costs, with risers located approximately every mile along our pipeline infrastructure which allow our E&P customers ease of access to our integrated pipeline network for both delivery and reuse.

Our Business Model

Our business model focuses on establishing long-term operating relationships with E&P companies to develop water infrastructure solutions throughout the full life cycle of their oil and natural gas wells. These relationships are generally characterized by long-term, fixed-fee customer contracts, with 69% of such contracts having an initial primary term of at least 15 years. As of June 30, 2025, our long-term, fixed-fee customer contracts had a weighted average remaining life of approximately 11 years and included approximately 2.3 million acres dedicated to us. We plan to grow our business by maintaining our track record of prudent capital allocation, relying on our management team’s expertise in developing, acquiring, integrating and operating water infrastructure assets and entering into additional long-term agreements that include acreage dedications or MVCs with new and existing customers as we expand our water infrastructure network.

We believe that our customers choose to partner with us because of the flow assurance we provide and the capital efficiencies offered by a scalable water handling network that aggregates volumes from multiple producers. We have built substantial redundancies in our infrastructure network and developed an industry-leading, proprietary technology platform, allowing us to maintain a 99.7% average operational up-time. The challenges of developing a single

producer network have grown as E&P companies have shifted to larger pad developments with more wells drilled from a single pad and longer horizontal laterals, resulting in greater volumes of water concentrated within a given surface location. An E&P company must shut-in oil and natural gas production if it does not have reliable offtake for its produced water volumes, which provides a significant economic incentive to ensure reliable produced water handling capacity. While many E&P companies initially developed and operated their own localized produced water handling networks given the importance of flow assurance to their production operations, we believe that the capital expenditures required to develop a single-producer water infrastructure network that is capable of handling pad development and significantly higher initial production volumes is an inefficient use of capital for E&P companies. By aggregating volumes from multiple producers, a third-party network can realize higher utilizations and improve the economics of infrastructure development, allowing E&P customers to redeploy capital for use in development and production activities instead of developing and maintaining water infrastructure.

We manage our extensive infrastructure network through the use of our state-of-the-art centralized operations center. Our operations center is the purpose-built centralized communication hub for our business and is responsible for coordinating activities between our field operations and external stakeholders. Our operations center is staffed 24 hours per day, seven days per week and enables us to continually monitor data from various devices to ensure we are able to promptly detect and respond to any anomalies or emergencies. This includes tracking pressures, temperatures, flow rates, mechanical equipment and alarms, with the ability to control over 10,000 direct control inputs per month. We have over 800 live camera feeds that are continuously monitored and assist in our detection efforts. This infrastructure allows us to achieve a less than 2% error rate in monitoring volumes into and off our system, a figure we believe is industry leading. We employ a number of different monitoring systems, such as camera leak detection artificial intelligence (“AI”) and optical gas imaging, designed to ensure the safety of our people, our assets and our environment.

In addition to field coordination and safety management, our operations center includes field automation capabilities through which we remotely optimize injection, improve efficiency and reduce costs. Such adjustments include remotely controlling the speed of pumps, opening and closing valves, regulating automation setpoints and optimizing electrical power usage. Through these comprehensive monitoring and optimization efforts, we believe that our operations center has provided us with significant financial benefits in reduced labor costs and operational efficiencies.

Our long-term contracts are structured similarly to traditional crude gathering contracts. Key features of our long-term contracts include:

In addition to organic growth opportunities, we routinely evaluate opportunities to acquire produced water assets owned by E&P companies or third-party water infrastructure companies. We believe that scale is critical for operational and capital efficiency of water handling and that there will be opportunities to expand our existing network through opportunistic acquisitions. Several of our customers commenced or expanded their commercial relationship with us by selling their water assets to us and signing long-term contracts in connection with the sale. We expect to continue to prioritize acquisitions of producer-owned water infrastructure assets over third-party assets due, in part, to the opportunity to enter into favorable long-term contracts as part of the transaction.

Sources of Revenue

We generate revenue primarily by charging produced water handling fees for transporting produced water for disposal into our produced water handling facilities and, to a lesser extent, by providing raw or recycled produced water to customers for reuse in drilling and completion operations. By focusing on produced water handling, our revenues are tied primarily to the long-life production of oil and natural gas wells rather than drilling activity, which can be more cyclical in nature.

We report our revenue in the following categories.

Financial Performance

Industry Summary

The underlying industry of our customer base is the upstream oil and natural gas sector in the United States, which includes major producing regions across the country. Our operations are centered in the Delaware Basin, a sub-basin of the Permian Basin, the most active oil and natural gas producing region in the United States. With 38% of current onshore rigs, the lowest break-even operator economics and approximately 33,000 remaining economic locations (the most out of any Lower 48 basin), the Delaware Basin is the most prolific oil and natural gas basin in North America. The Delaware Basin in particular has experienced significant growth over the past decade, with oil production increasing more than eight-fold since 2014 and water production following a similar trajectory. This growth is driven primarily by drilling activity from large, well-capitalized upstream producers, many of whom are our significant customers. We believe that our integrated water infrastructure network and comprehensive water handling solutions position us as an ideal partner to support these producers’ operations.

The Permian Basin, and specifically the Delaware Basin, has consistently attracted substantial drilling activity, even amidst varying commodity prices and macroeconomic conditions. As of June 30, 2025, there were 244 drilling rigs in the Permian Basin, representing 61% of all rigs running in the United States, with 143 rigs running in the Delaware Basin alone, according to Enverus.

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® July 2025.

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® July 2025. (1) YTD 2025 as of June 2025.

As presented in the below charts, the intensity of drilling activity generally corresponds to the concentration of original oil in place.

Wolfcamp A Original Oil in Place

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® June 2025.

Last 24 Months Rig Intensity

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® June 2025.

The region has seen significant advancements in drilling efficiency, largely due to pad development and technological innovations, which have increased the number of wells turned-in-line (“TIL”) per rig. This efficiency is crucial as it allows for the maximization of production and well economics, further driving the demand for effective water management solutions.

Water management is a critical component of upstream oil and natural gas operations, particularly in unconventional basins like the Permian. The process involves the supply of water for hydraulic fracturing, the separation and disposal of produced water, and increasingly, the recycling of produced water for reuse. Water management costs represent a significant portion of upstream producers’ lease operating expenses (“LOE”), particularly in the Delaware Basin, where they can account for 30 to 40% of total LOE. As producers continue to extend lateral lengths and increase production, the demand for efficient water management solutions is expected to grow, underscoring the importance of our operations in supporting the industry’s evolving needs.

As discussed above, flow assurance is of paramount importance to E&P companies because any prolonged interruption in produced water handling can lead to lower oil and natural gas production. As a result, E&P companies recognize the critical nature of having robust water management infrastructure in place to support their operations. According to the Federal Reserve Bank of Dallas, as of the first quarter of 2025, approximately 74% of executives from 104 surveyed E&P companies anticipate drilling and completion constraints in the Permian Basin within the next five years due to insufficient produced water infrastructure. Industry leaders continue to pay close attention to the availability and limitations of water infrastructure systems serving active basins and are eager to partner with water infrastructure operators that can provide reliable produced water handling solutions.

The Railroad Commission of Texas (the “TRRC”), the primary regulatory body for oil and gas exploration, production and transportation in Texas, including well regulation, recently issued updated permitting guidelines for produced water handling facilities in the Permian Basin that went into effect on June 1, 2025. The guidelines apply to new and amended produced water handling facility permit applications for all industry operators in the basin and introduce and expand restrictions on the location and operations of new and amended water handling facilities with the intent to mitigate and avoid issues that can arise in areas with high pore pressure in the underlying geologic formations. In general, these guidelines should encourage less geographic concentration of produced water handling facilities in the Permian Basin.

We believe these guidelines enhance the value of our large-scale, integrated water infrastructure platform because we are well-positioned to move produced water volumes away from areas with high pore pressure to areas with underutilized pore space and correspondingly lower pore pressure. Furthermore, because of our preferential access to LandBridge’s surface acreage, which benefits from having underutilized pore space, and our existing water handling facility permits in low pore pressure areas, we expect to be able to continue to dispose of produced water volumes in compliance with these guidelines.

Source: New Mexico Oil Conservation Division and B3 Insights and Pickering Energy Partners analysis. (1) YTD 2025 as of June 2025.

From January 1, 2025 through June 30, 2025, we obtained 19 produced water injection permits, which represents 39% of the total permits approved by the Texas and New Mexico state regulatory agencies for the Delaware Basin during that period.

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® July 2025. (1) Permits submitted as of June 2025.

Growth Trends of Produced Water

The Delaware Basin has experienced significant growth in oil and natural gas production activity over the last four years, with approximately 33% and 31% growth in wells brought online and active drilling rigs, respectively, according to Enverus. We believe that this growth in production activity will require increased produced water handling capacity, as the amount of produced water from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production. Specifically, for every barrel of oil produced in the Delaware Basin in 2024, approximately 3.7 barrels of associated water were produced, according to Enverus. Produced water volumes have increased as oil and natural gas production has increased in the Delaware Basin over the last several years. From 2014 to 2024, produced water in the Delaware Basin grew from approximately 1.6 million bpd to approximately 13.2 million bpd, a CAGR of approximately 21%. Historical and forecasted Delaware Basin produced water volumes as of December 31, 2024, including the anticipated incremental increase in produced water volumes that could be recycled or handled in existing or new produced water handling facilities, are shown in the graphic below, in each case according to Pickering Energy Partners and B3 Insights.

Delaware Basin Produced Water Volumes

Note: As of June 30, 2025. Source: B3 Insights and Pickering Energy Partners analysis.

The amount of available pore space and the permeability of a geological formation are essential for successful produced water injection. Porosity affects storage capacity and permeability affects fluid movement, while both together affect formation pressure. Lower formation pressure allows for more water to be injected, and as more volume is injected into the geological reservoir, formation pressure increases. Once a certain limit of formation pressure is reached, injection is limited both operationally and by the applicable injection permits issued by state regulatory agencies. Produced water handling facilities are legally constrained by permitted maximum daily injection rates and maximum wellhead pressures. In some instances, the operational capacity of a produced water handling facility is restricted by formation pressure, preventing the facility from achieving its full permitted capacity. The sequestration of produced water volumes in high pore pressure areas is operationally restricted due to a lack of available pore space for the injected water. These operational capacity restrictions are more common in geographic regions with higher concentrations of produced water handling facilities. Continued injection of produced water in these regions is expected to further increase formation pressure and result in further declines in these facilities’ operational capacities over time. There are two sandstone formations in the Delaware Basin that are suitable for long-term produced water injection: a relatively shallower layer called the Delaware Mountain Group, which is located approximately 4,500 to 7,500 feet below the surface on average, with thickness of 2,500 to 3,000 feet on average, and a deeper layer called the Ellenburger Group, which is located approximately 12,000 to 17,000 feet below the surface on average.

In the absence of any new development of produced water handling facilities, the Delaware Basin is projected to have constrained water handling capacity by 2029. Under this scenario, beginning in 2025, incremental produced water volumes will need to be recycled, as the availability of produced water facilities will not be sufficient to keep up with demand for produced water handling capacity. In the absence of adequate recycling demand and produced

water handling capacity, operators may have to shut-in production or delay completion of new wells, as they will not have sufficient available capacity for the handling of their produced water volumes.

Permian Basin Water Volumes by Handling Method vs. Operational Produced Water Handling Capacity (million bpd)

Note: As of June 30, 2025. Source: B3 Insights and Pickering Energy Partners analysis. (1) Assumes a 20% decrease in basin wide operational produced water handling capacity to account for logistical inefficiencies within the Permian Basin; (2) Based on the 2023-2024 average number of new produced water handling facilities per year; (3) Sub-plays are limited to two total produced water handling facilities and shallow production wells per section, and there are assumed to be no new shallow production wells drilled; (4) Assumes zero new deep production wells will be drilled.

Produced water handling facilities and their access to specific geologic zones are regulated at the state level and are required to meet guidelines imposed by the relevant state agencies. Because the Delaware Basin straddles the Texas-New Mexico state border, the planning, permitting and building of water infrastructure is dependent upon the laws and regulations of either Texas or New Mexico. Historically, Texas has had a more supportive regulatory and permitting environment than New Mexico, and consequently, there has been more limited growth in produced water handling capacity in New Mexico because of fewer new produced water handling permit approvals. As a result, producers have been injecting produced water associated with New Mexico oil and gas production in Texas, especially along the Texas-New Mexico state line, causing increased pore pressure in high activity areas.

Note: As of June 30, 2025. Source: B3 Insights and Pickering Energy Partners analysis.

The Stateline AOI shown in the graphic below is projected to remain the highest demand produced water handling area within the Delaware Basin over the next 10 years according to Pickering Energy Partners and B3 Insights, primarily due to its close proximity to E&P development in New Mexico. However, produced water handling capacity in this area is projected to decline at a rate approximately 70% faster than that of the broader Delaware Basin according to Pickering Energy Partners and B3 Insights, largely driven by regulatory constraints stemming from over-concentration of injection, leading to high pore pressure. We proactively addressed this issue by strategically securing approximately 2.3 million bpd of permitted capacity across low pore pressure areas within and adjacent to the Stateline AOI as of August 31, 2025 as an alternative produced water handling solution for E&P operators. Furthermore, as of August 31, 2025, we are actively working to obtain approximately 2.0 million barrels per day of additional permitted capacity in such low pore pressure areas, positioning us to address future water handling demand within the Delaware Basin.

Stateline AOI Will See Significant Reduction in Disposal Capacity

Note: As of July 31, 2025. Source: B3 Insights Pressure and Capacity Forecast, Permian Basin, 2025.

Assets and Pore Pressure in Delaware Basin Stateline AOI

Note: As of June 30, 2025. Source: Enverus, data and analytics derived from Enverus PRISM® June 2025 and B3 Insight Pressure and Capacity Forecast, Permian Basin, 2025.

Delaware Basin Produced Water is Expected to Outpace Disposal Capacity

Note: As of July 31, 2025. Source: B3 Insights Pressure and Capacity Forecast, Permian Basin, 2025.

Our existing and planned water infrastructure buildout is designed to facilitate the movement of produced water volumes from New Mexico to Texas, where our water handling facilities can sequester produced water volumes more readily, and from areas of high pore pressure within Texas to areas with underutilized pore space.

Note: As of August 31, 2025.

Our Relationship with LandBridge

We share a financial sponsor, Five Point, and our management team with LandBridge. As of August 31, 2025, LandBridge owned approximately 277,000 surface acres in and around the Delaware Basin. Five Point and our management team initially formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of our large-scale produced water infrastructure.

We believe that expected future growth of produced water volumes in the Delaware Basin will require additional, underutilized pore space to allow for proper sequestration. LandBridge’s surface acreage is strategically located in proximity to significant producer activity and has access to largely underutilized pore space, offering critical capacity for produced water handling. As of August 31, 2025, on a pro forma basis, we operated approximately 1.2 million bpd of produced water handling capacity on LandBridge’s surface acreage, with approximately 2.3 million bpd of additional permitted capacity available to us for future development. We have exclusive rights to construct up to 30 initial produced water handling facilities on a portion of LandBridge’s surface acreage located along the eastern portion of the Texas-New Mexico state border, with contracted access for additional facilities in excess of that amount. We believe that our relationship with LandBridge and our preferential access to largely underutilized pore space, when combined with our management team’s extensive experience in the produced water industry, are competitive strengths.

Our Relationship with Five Point

Five Point is a private equity and infrastructure investor with 13 years of sector specialization focused on building water management, surface management, powered land, and sustainable infrastructure businesses in North America. The firm was founded by industry veterans with over 150 years of direct industry experience and is managed by partners with over 60 years of combined experience in successfully investing in, building, and running infrastructure companies. Five Point’s strategy is to buy and build assets, create companies, and grow them into sustainable enterprises with premier management teams and industry-leading partners. Based in Houston, Five Point targets equity investments ranging from approximately $50 million to $1 billion and, as of June 30, 2025, had approximately $8.5 billion of assets under management across multiple investment funds. Five Point’s investments include numerous other portfolio companies, including LandBridge, PowerBridge LLC (“PowerBridge”), Deep Blue Midland Basin LLC (“Deep Blue”) and San Mateo Midstream, LLC (“San Mateo Midstream”), a midstream strategic joint venture with Matador Resources Company (“Matador”). Immediately following this offering, investment funds managed by Five Point will indirectly own a majority of our common shares and will continue to own a majority of the common shares of LandBridge.

Our Relationship with Devon

We entered into a long-term, strategic partnership with Devon in the Delaware Basin in 2023. In connection with that transaction, we and Devon entered into a long-term agreement pursuant to which Devon committed to us all of its produced water within a large AMI, including an initial dedication of approximately 52,000 acres, and contributed 18 produced water handling facilities with approximately 375,000 bpd of permitted capacity and approximately 210 miles of produced water pipelines for gathering, transportation, disposal and reuse in exchange for an equity interest in our predecessor. For the six months ended June 30, 2025, Devon was one of our largest customers by volume and accounted for approximately $49.4 million of our pro forma water-related revenues, which represented approximately 14% of our total pro forma water-related revenues for the year.

Following the WaterBridge Combination and our Corporate Reorganization, Devon will own 17,757,225 Class B shares, representing 15.0% of our common shares, and an approximate 15.0% interest in OpCo.

Competitive Strengths

Our business has a number of competitive strengths, including the following:

We believe that the further development of the Delaware Basin will be heavily dependent on the presence of an expansive and reliable water infrastructure network with sufficient access to underutilized pore space. Our network is critical to the operations of E&P producers in the Delaware Basin, without which we believe that the basin’s expected continued growth trajectory would not be achievable.

Through our strategic relationship with LandBridge, we have access to approximately 240,000 acres in and around the Delaware Basin, including preferential access to approximately 150,000 acres. Additionally, our agreements with TPL provide us access to an approximately 64,000 acre AMI near and along the Texas-New Mexico state border in which TPL and LandBridge have granted us the right to operate produced water facilities. We believe that these areas are well-suited for new produced water handling capacity with significant, historically underutilized pore space at relatively shallower depths across a broad geographic area. Additionally, many areas with high drilling activity in the Delaware Basin are facing water saturation due to the filling of pore space with produced water volumes. Our existing rights to LandBridge’s surface acreage and our agreements with TPL enable us to provide reliable access to underutilized pore space for produced water handling, which is a critical resource for producers in the Delaware Basin to sustain their operations. A significant portion of this pore space is located out-of-basin in the Central Basin Platform, away from existing production, drilling and injection locations, which we believe will provide further flow assurance for our customers. Furthermore, these surface areas are primarily located in Texas, which has proven to be a supportive regulatory and permitting environment for both water infrastructure and oil and natural gas development in general.

As demand for effective, reliable water management increases, our ability to access areas capable of handling substantial volumes of produced water will further differentiate our business relative to our competitors.

Our contracts are similar in structure to traditional crude gathering contracts found in the oil and gas midstream sector with clauses specifying acreage dedications, required services, delivery point(s), volumetric-based fees, stipulations on the method of measurement and limits on the ability to divert produced water volumes prior to being delivered to us. MVC and AMI provisions, which we utilize in addition to acreage dedications, are also common in oil and natural gas midstream contracts.

Our customer contract profile is differentiated because of the length of our contracts. Approximately 69% of our long-term, fixed-fee customer contracts by revenue have an initial term of at least 15 years and approximately 92% of our long-term, fixed-fee customer contracts by revenue have an initial term of at least 10 years.

We also have a diversified customer base. Our top five customers represented approximately 51% of our pro forma water-related revenues for the six months ended June 30, 2025, with our largest customer representing only approximately 18% of our pro forma water-related revenues for the six months ended June 30, 2025. Our diversified customer base helps to insulate our business from volatility in the drilling programs of individual customers and also provides us with visibility into multiple customers’ future drilling operations, which allows us to plan and forecast our business with a higher degree of confidence.

We have maintained an average operational up-time of 99.7% over the last two years, reducing bottlenecks for our customers. Our customers need around-the-clock, reliable water handling solutions to maximize the economic returns of their wells by avoiding interruptions in oil and natural gas production. Our network also has excess capacity that can accommodate additional produced water volumes. As a result, we expect to grow revenues and cash flow by transporting higher levels of produced water volumes on our current network without incurring significant incremental capital expenditures.

Additionally, we have developed and implemented several fit-for-purpose technology solutions, including our proprietary WAVE produced water forecasting platform and state-of-the-art centralized operations center, which enable us to monitor, measure and forecast water volumes in real-time across our infrastructure network and further enhance our ability to provide flow assurance to our customers. We believe that our ability to swiftly respond to issues requiring remediation, along with our ability to forecast future system demands, is a competitive advantage that enables us to attract new customers and obtain additional business from existing customers.

Our executive team includes members of the prior management teams of EnWater Solutions and Pelagic Water Systems, the precursor companies to certain of our Delaware Basin assets that were involved in pioneering the use of large-scale pipelines and other infrastructure for the management of produced water in the Delaware Basin. Our executives have an average of approximately eight years of experience at our predecessor companies, providing valuable institutional knowledge and continuity of operations. Additionally, our senior management team includes individuals with significant E&P and midstream experience, providing us with deep operational and commercial knowledge and resources.

Members of our management team also serve on LandBridge’s management team. We believe that having a shared management team with LandBridge provides us with visibility into key areas of oil and natural gas production and long-term trends in oil and natural gas development in the Delaware Basin. Many of these insights have resulted in commercial successes for WaterBridge, including a strategic partnership with Devon and recent commercial agreements with bpx energy. We believe that the experience of our management team is a significant competitive advantage, underpinning the growth and management of our business. We believe that our management team’s operational acumen and commercial knowledge and resources position us for sustained success. However, although members of our management team have been involved in the successful growth of multiple projects and companies in the past, such successes may not be replicated in the future and our future success is subject to various risks as discussed in more detail under “Risk Factors.”

The trend towards consolidation of the oil and natural gas E&P sector over the last several years has resulted in many of our customers becoming substantially larger E&P operators in the Delaware Basin, which requires them to make substantial capital expenditures to meet the demands of their drilling operations. The increased scale of many of our customers has also enhanced their creditworthiness. We believe that the recent wave of consolidation among E&P producers in the Delaware Basin has generally improved the creditworthiness of our customer base and increased demand for sophisticated, reliable water management providers like us.

Although we and members of our management team have been involved in multiple successful organic growth projects and acquisitions in the past, such successes may not be replicated in the future and our ability to grow our business through organic growth projects and acquisitions is subject to various risks as discussed in more detail under “Risk Factors.”

We believe that our internally generated cash flows, our borrowing capacity and our expected ability to access the debt and equity capital markets as a public company will provide us with the financial flexibility necessary to pursue organic growth and acquisition opportunities.

Growth Strategies

Our principal business objective is to deliver value to our shareholders by conducting efficient, reliable and safe operations with a focus on growing cash flows. We intend to achieve this objective by implementing the following strategies:

Our shared management team’s insights into long-term production trends and the availability of land and pore space for future produced water handling facilities and water infrastructure assets enable us to develop infrastructure in strategically located locations, capturing further opportunities.

Furthermore, as opportunities arise, we intend to evaluate and selectively pursue accretive acquisitions of high-quality, complementary water infrastructure assets. We will employ a rigorous framework to evaluate such opportunities, and potential acquisitions will compete with alternative uses of capital such as organic growth projects, shareholder dividends, share repurchases and debt reduction. When considering whether to pursue organic projects, we evaluate a number of factors, including expected produced water volumes, the creditworthiness of the potential counterparty, the duration and terms of the potential contract (including acreage dedications or MVCs and fixed fees with fee escalators based on the CPI), a build multiple that is expected to be less than 5.0x, and an ability to fund the project while maintaining our overall balance sheet strength. We and our predecessor companies have a demonstrated track record of acquiring water infrastructure assets from both midstream competitors and E&P companies and integrating them into our broader network.

One such example is the water needs in power generation, particularly for combined cycle gas turbines (“CCGT”) that are common in power plants. It is estimated that for every 100 megawatts of power generation using CCGT, approximately 18.0 million barrels of water are required annually. Additionally, it is estimated that for every 100 megawatts of power demand associated with digital infrastructure, approximately 1.5 million barrels of water are required annually. As a result, both power generation and data center operations will require access to substantial, reliable water management solutions. We believe that our access to water supply and our experience and expertise in water management positions us to develop systems to effectively serve this growing market need.

WaterBridge Combination

In connection with this offering and prior to our Corporate Reorganization, certain of the direct and indirect equity owners of the Contributed Entities intend to undertake certain transactions to combine the businesses and operations of WBEF, NDB Midstream and Desert Environmental under OpCo and simplify OpCo’s organizational structure in anticipation of this offering. These transactions are collectively referred to in this prospectus as the “WaterBridge Combination.”

Pursuant to the WaterBridge Combination, we expect each of the following transactions to occur on or before the first business day following the execution of the underwriting agreement related to this offering and described under “Underwriting (Conflicts of Interest)”:

Corporate Reorganization

WaterBridge was formed as a Delaware limited liability company by NDB Holdings on April 11, 2025. WaterBridge has elected to be classified as a corporation for U.S. federal income tax purposes in connection with the WaterBridge Combination as described under “—WaterBridge Combination” above. WaterBridge has not conducted and will not conduct any material business operations prior to the completion of the Corporate Reorganization, other than certain activities related to, and undertaken in contemplation of, this offering, including the transactions described under “—WaterBridge Combination” above. Immediately following the consummation of the WaterBridge Combination, OpCo will directly or indirectly own all of the outstanding equity interests of the subsidiaries through which we will operate our business.

Following the Corporate Reorganization, WaterBridge will be a holding company, the sole material asset of which will consist of limited liability company interests in OpCo, which will directly or indirectly own all of the outstanding equity interests of the subsidiaries through which WaterBridge will operate its business, and WaterBridge will be the sole managing member of OpCo, responsible for all operational, management and administrative decisions relating to OpCo’s business, and will consolidate financial results of OpCo and its subsidiaries.

In connection with the completion of this offering, the following transactions will occur in the following order:

The transactions described above are collectively referred to in this prospectus as our “Corporate Reorganization.”

For additional information about the WaterBridge Combination and the Corporate Reorganization, including the related closing conditions, please see “Certain Relationships and Related Party Transactions—Contribution and Corporate Reorganization Agreement.”

To the extent the underwriters’ option to purchase additional Class A shares is exercised in full or in part, WaterBridge will contribute the net proceeds therefrom to OpCo in exchange for an additional number of OpCo Units equal to the number of Class A shares issued pursuant to the underwriters’ option. OpCo intends to use such proceeds as described in “Use of Proceeds.”

After giving effect to the Corporate Reorganization and this offering and assuming the underwriters’ option to purchase additional Class A shares is not exercised:

Our organizational structure following the offering and the Corporate Reorganization is commonly referred to as an Up-C structure. Pursuant to this structure, following this offering we will hold a number of OpCo Units equal to the number of our issued and outstanding Class A shares, and OpCo Unitholders (other than us) will hold a number of OpCo Units equal to the number of our issued and outstanding Class B shares. The Up-C structure was selected in order to (i) provide our Existing Owners with an option to continue to hold their economic ownership interests in our business in “pass-through” form for U.S. federal income tax purposes through their ownership of OpCo Units and (ii) potentially allow our Existing Owners and us to benefit from certain net cash tax savings that we might realize in the future, as more fully described in the subsection titled “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

The diagrams under “—Organizational Structure” below depict a simplified version of our organization and ownership structure immediately before and after giving effect to this offering and the Corporate Reorganization.

For further details on our agreements with OpCo and its affiliates, please see “Certain Relationships and Related Party Transactions.”

Expected Refinancing Transactions

We are negotiating and expect OpCo to enter into a new revolving credit facility (the “New Revolving Credit Facility”) following the closing of this offering that will refinance and replace our Existing Revolving Credit Facilities (as defined below). We anticipate that the New Revolving Credit Facility will be a senior secured revolving credit facility that will be guaranteed by certain subsidiaries of OpCo and secured by substantially all assets of OpCo and the subsidiary guarantors. We expect that aggregate commitments under the New Revolving Credit Facility will be approximately $500.0 million and that the facility will have a five-year term, springing to the date that is 91 days prior to the maturity of the New Senior Unsecured Debt (as defined below) or of the Existing Term Loans (as defined below) if the outstanding principal amount of either the New Senior Unsecured Debt or the Existing Term Loans on such date exceeds $50.0 million. We expect that the New Revolving Credit Facility will permit borrowings to be prepaid and repaid from time to time without premium or penalty and will contain mandatory prepayments, representations and warranties, affirmative and negative covenants and events of default customary for secured financings of this type. If we enter into the New Revolving Credit Facility, we expect that the effectiveness of the facility will be conditioned on the repayment and termination of the Existing Revolving Credit Facilities, OpCo’s issuance of senior unsecured debt in an aggregate principal amount of at least $750.0 million (the “New Senior Unsecured Debt”) and either the full repayment and termination of the Existing Term Loans or the application of 100% of the net proceeds of the New Senior Unsecured Debt to the amounts outstanding under the Existing Term Loans and the amendment of the Existing Term Loans to permit the New Revolving Credit Facility. There can be no assurance of our ability to market or syndicate such debt, and to the extent we are not successful in doing so, even if we enter into the New Revolving Credit Facility, the facility will not become effective and any amounts contemplated to be repaid under the Existing Term Loans will not be repaid.

Our negotiation of the New Revolving Credit Facility remains ongoing. We may not enter into the facility at all or do so on terms that are materially different than those described above. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Instruments” for further discussion of our existing debt agreements.

Our Common Shares

Our First Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) will provide for two classes of common shares, Class A shares and Class B shares, representing limited liability company interests in us. Only our Class A shares will have economic rights and entitle holders thereof to participate in any dividends our board of directors may declare. Each holder of a Class A share will be entitled to one vote on all matters to be voted on by our shareholders generally. We have been authorized to list our Class A shares for trading on the NYSE and NYSE Texas under the symbol “WBI.”

Class B shares will not be entitled to participate in any dividends our board of directors may declare but will be entitled to vote on the same basis as the Class A shares. 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. We do not intend to list the Class B shares on any stock exchange. All of our Class B shares will initially be owned by the Five Point Members, Devon Holdco and Elda River. For a description of the rights and privileges of shareholders under our Operating Agreement, including voting rights, please see “Description of Shares” and “Our Operating Agreement.”

Redemption Right

Following this offering, under the OpCo limited liability company agreement (the “OpCo LLC Agreement”), each OpCo Unitholder (other than WaterBridge) will, subject to certain limitations, have the right (the “Redemption Right”) to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions (“applicable conversion rate adjustments”), or (ii) cash in an amount equal to the Cash Election Amount (as defined herein) of such Class A shares, subject to the Equity Offering Condition (as defined herein). OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A shares (including the trading price for the Class A shares at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common shares) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right beginning immediately following the consummation of this offering. As the sole managing member of OpCo, our decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically cancelled.

Our Operating Agreement will contain provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring an equal number of OpCo Units and vice versa.

For additional information, please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Holding Company Structure

Our post-offering organizational structure will allow the Five Point Members, Devon Holdco and Elda River to retain a direct equity ownership in OpCo, which will be classified as a partnership for U.S. federal income tax purposes following the offering. Investors in this offering will, by contrast, hold a direct equity ownership in us in the form of Class A shares, and an indirect ownership interest in OpCo through our ownership of OpCo Units. Although we were formed as a limited liability company, we have elected to be classified as a corporation for U.S. federal income tax purposes.

Pursuant to our Operating Agreement and the OpCo LLC Agreement, our capital structure and the capital structure of OpCo will generally replicate one another and will provide for customary antidilution mechanisms in order to maintain the one-for-one exchange ratio between the OpCo Units and our Class A shares.

For additional information, please see “—Organizational Structure” below and “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Tax Receivable Agreement

In connection with the closing of this offering, we will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with OpCo and our Existing Owners (each such person and its permitted transferees, a “TRA Holder,” and collectively, the “TRA Holders”). The Tax Receivable Agreement will provide for the payment by us to the TRA Holders of 85% of the amount of cash tax savings, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of Existing Basis, Basis Adjustments, Historical NOLs and Interest Deductions (each as defined in this prospectus). Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the (i) Existing Basis, (ii) Basis Adjustments, (iii) Historical NOLs and (iv) Interest Deductions would aggregate to approximately $879.5 million over 20 years from the date of this offering based on a $18.50 per share trading price of our Class A shares and assuming all future redemptions or exchanges would occur on the date of this offering at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, we would be required to pay approximately 85% of such amount, or approximately $747.5 million, over the 20-year period from the date of this offering, and we would benefit from the remaining 15% of the tax benefits. We will depend on cash distributions from OpCo to make payments under the Tax Receivable Agreement. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless we exercise our right to terminate the Tax Receivable Agreement or certain other acceleration events occur that results in an early termination of the Tax Receivable Agreement, in each case, pursuant to which we would be required to pay to the TRA Holders an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain assumptions). In addition, upon a change of control our (or our successor’s) future payments under the Tax Receivable Agreement for each taxable year after any such event would also be computed using certain assumptions (instead of our or our successor’s actual realized cash tax savings). The summary of the terms of the Tax Receivable Agreement included herein is not a complete description thereof and is qualified in its entirety by the full text thereof. For additional information, please see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of OpCo to make distributions to us in an amount sufficient to cover our obligations under the Tax Receivable Agreement. See “Risk Factors—Risks Related to this Offering, Our Corporate Structure and Our Class A Shares—We are a holding company. Our sole material asset after completion of this offering will be our equity interest in OpCo and we will be accordingly dependent upon distributions from OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other expenses.”

Our Controlling Shareholder

While our relationship with our financial sponsor, Five Point and its affiliates, including the Five Point Members and LandBridge, is a significant strength, it is also a source of potential conflicts. Please see “—Conflicts of Interest” and “Risk Factors.”

Following the completion of this offering, the Five Point Members will retain a significant interest in us through their collective ownership of 3,411,735 Class A shares and 58,682,925 Class B shares, representing an aggregate 52.3% voting interest in us, and 58,682,925 OpCo Units, initially representing 49.4% of the outstanding OpCo Units.

Conflicts of Interest

One or more of our officers and directors have responsibilities and commitments to entities other than us. For example, we have some of the same directors and officers as Five Point and LandBridge. In addition, we do not have a policy that expressly prohibits our directors, officers, securityholders or affiliates from engaging in business activities of the types conducted by us for their own account.

Although we have established certain policies and procedures designed to mitigate and resolve conflicts of interest, there can be no assurance that these policies and procedures will be effective in doing so. It is possible that actual, potential or perceived conflicts of interest could give rise to investor dissatisfaction, litigation or regulatory enforcement actions.

Our Operating Agreement will provide that our Existing Owners and their affiliates, including Five Point and LandBridge, are not restricted from owning assets or prohibited from engaging in other businesses or activities, including those that might be in direct competition with us. In addition, our Existing Owners and their affiliates, including Five Point and LandBridge, may compete with us for investment opportunities and may own an interest in entities that compete with us. Our Operating Agreement will also provide that we renounce any interest or expectancy in, or in being offered, an opportunity to participate in, any business opportunity that may from time to time be presented to them that would otherwise be subject to a corporate opportunity or other analogous doctrine under the DGCL. Our Existing Owners and their affiliates, including Five Point and LandBridge, and certain of our directors, may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. These affiliates may have meaningful access to capital, which may change over time depending upon a variety of factors, including available equity capital and debt financing, market conditions and cash on hand. Five Point has multiple existing and planned funds focused on investing in the industries in which we currently, and may seek to in the future, operate, each with significant current or expected capital commitments.

Our key agreements, including our Operating Agreement and the OpCo LLC Agreement, were negotiated among related parties, and their respective terms, including fees and other amounts payable, may not be as favorable to us as terms negotiated at an arm’s-length basis with unaffiliated parties.

Organizational Structure

The following diagram reflects our simplified organizational structure following the consummation of the WaterBridge Combination and immediately prior to the completion of this offering and the transactions described under “—Corporate Reorganization.”

* Does not reflect the issuance of OpCo Interests to Elda River in exchange for existing Series A preferred units in WBEF. All other percentage interests in OpCo will be proportionately reduced to account for such issuance.

** This diagram is provided for illustrative purposes only and has been simplified by not depicting each individual operating subsidiary.

The following diagram reflects our simplified organizational structure immediately following the completion of this offering and the transactions described under “—Corporate Reorganization” (assuming that the underwriters’ option to purchase additional Class A shares is not exercised and without giving effect to any Class A shares that may be purchased in the directed share program):

* This diagram is provided for illustrative purposes only and has been simplified by not depicting each individual operating subsidiary.

The Class A shares to be issued to the public in this offering will initially represent an indirect minority interest in OpCo. The Five Point Members, Devon Holdco, GIC and Elda River will initially collectively own approximately 73.3% of the economic interests in OpCo through their ownership of Class A shares and OpCo Units. In addition, Five Point will control us and OpCo through the Five Point Members’ collective ownership of 52.3% of our outstanding common shares. See “Basis of Presentation” and “—Conflicts of Interest.”

Summary Risk Factors

Risks Related to our Business

Risks Related to Environmental and Other Regulations

Risks Related to Our Financial Condition

Risks Related to this Offering, Our Corporate Structure and Our Class A Shares

Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, we are not required to:

We will cease to be an emerging growth company upon the earliest of:

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

Controlled Company Status

Because the Five Point Members will initially collectively own 3,411,735 Class A shares, 58,682,925 Class B shares and 58,682,925 OpCo Units, representing approximately 52.3% of our combined voting power following the completion of this offering, we expect to be a controlled company as of the completion of this offering under the Sarbanes-Oxley Act and the NYSE and NYSE Texas rules. A controlled company is not required to have a majority of independent directors on its board of directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, we will remain subject to the Sarbanes-Oxley Act and the rules of the NYSE and NYSE Texas that require us, subject to certain phase-in periods, to have an audit committee composed entirely of independent directors. Under these rules, we must have an audit committee that has one member that is independent by the date that our Class A shares are first traded on the NYSE and NYSE Texas (the “listing date”), a majority of members that are independent within 90 days of the effectiveness of the registration statement of which this prospectus forms a part (the “effective date”) and all members that are independent within one year of the effective date. We expect to have at least one independent director upon the closing of this offering.

If at any time we cease to be a controlled company, including upon the earlier of (i) the Five Point Members ceasing to collectively own 40.0% of our combined voting power and (ii) the Initial Shareholders (as defined in the Shareholders’ Agreement) ceasing to collectively own 50.0% or more of our combined voting power, we intend to take all action necessary to comply with the Sarbanes-Oxley Act and the NYSE and NYSE Texas rules, including by appointing a majority of independent directors to our board of directors and establishing a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period.

Principal Executive Offices and Internet Address

Our principal executive offices are located at 5555 San Felipe Street, Suite 1200, Houston, Texas 77056, and our telephone number at that address is (713) 230-8864. Our website is located at www.h2obridge.com. We expect to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on, or otherwise accessible through, our website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.

The Offering

The information above excludes (i) 5,700,000 Class A shares reserved for issuance under our LTIP (as defined herein), which we intend to adopt in connection with the completion of this offering, and (ii) 80,190,150 Class A shares reserved for issuance in connection with any exercise of the Redemption Right or the Call Right. Except as otherwise noted, all information in this prospectus assumes (i) no exercise by the underwriters of their option to purchase additional Class A shares and (ii) no purchase of Class A shares by our directors, officers, employees and other individuals associated with us and members of their families through the directed share program.

Summary Historical and Pro Forma Financial Data

The following table shows summary historical and pro forma financial data for each of the periods indicated. The summary historical consolidated financial data set forth below as of and for the three and six months ended June 30, 2025 and 2024 has been derived from the unaudited consolidated financial statements of WBEF and NDB Operating included elsewhere in this prospectus, and the summary historical consolidated financial data set forth below as of and for the years ended December 31, 2024 and 2023 has been derived from the audited consolidated financial statements of WBEF and NDB Operating included elsewhere in this prospectus. The unaudited summary pro forma consolidated financial data set forth below as of and for the six months ended June 30, 2025 and 2024 and as of and for the year ended December 31, 2024 has been derived from our unaudited pro forma condensed combined financial statements included elsewhere in this prospectus.

The unaudited pro forma historical financial data set forth below gives effect to the WaterBridge Combination as if such transaction had occurred on January 1, 2024, in the case of the statement of operations data, and June 30, 2025, in the case of the balance sheet data. The unaudited pro forma, as adjusted, financial data set forth below gives effect to the WaterBridge Combination, the Corporate Reorganization and this offering and the use of proceeds therefrom as if such events had occurred on January 1, 2024, in the case of the statement of operations data, and June 30, 2025, in the case of the balance sheet data. The unaudited pro forma and unaudited pro forma, as adjusted historical financial data is presented for illustrative purposes only and is not necessarily indicative of the financial position that would have existed or the financial results that would have occurred if the WaterBridge Combination, the Corporate Reorganization and this offering and the use of proceeds therefrom, as applicable, had been consummated on the dates indicated, nor are they necessarily indicative of the financial position or results of our operations in the future. The pro forma adjustments, as described in the notes to the unaudited pro forma condensed combined financial statements, are preliminary and based upon currently available information and certain assumptions that our management believes are reasonable. The summary historical consolidated financial data is qualified in its entirety by, and should be read in conjunction with, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in this prospectus and the consolidated financial statements and related notes and other financial information included in this prospectus. Historical results are not necessarily indicative of results that may be expected for any future period.