v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transaction [Line Items]  
Related Party Transactions
11.
Related Party Transactions

 

 

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

Financial Statements Location

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues - Related Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Customer Agreements

 

Produced water handling - related party

 

$

27,927

 

 

$

29,433

 

 

$

56,667

 

 

$

56,292

 

 Customer Agreements

 

Water solutions - related party

 

 

893

 

 

 

1,633

 

 

 

1,417

 

 

 

3,301

 

 Customer Agreements

 

Other revenues - related party

 

 

1,120

 

 

 

38

 

 

 

2,471

 

 

 

38

 

 

 

 

$

29,940

 

 

$

31,104

 

 

$

60,555

 

 

$

59,631

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Operating Costs - Related Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplier Agreements

 

Direct operating costs - related party

 

$

14,545

 

 

$

10,776

 

 

$

28,343

 

 

$

21,204

 

 

 

Financial Statements Location

 

June 30,
2026

 

 

December 31,
2025

 

Accounts Receivable - Related Party

 

 

 

 

 

 

 

 

Customer Agreements

 

Related party accounts receivable

 

$

38,682

 

 

$

29,661

 

Shared Services Agreement

 

Related party accounts receivable

 

 

1,062

 

 

 

808

 

 

 

 

$

39,744

 

 

$

30,469

 

 

 

 

 

 

 

 

 

Accounts Payable - Related Party

 

 

 

 

 

 

 

 

Supplier Agreements

 

Related party accounts payable

 

$

5,614

 

 

$

5,851

 

 

 

 

 

 

 

 

 

Accrued Liabilities - Related Party

 

 

 

 

 

 

 

 

Supplier Agreements

 

Related party accrued liabilities

 

$

5,878

 

 

$

516

 

 

Shared Services Agreement

Prior to the WaterBridge Combination, NDB Operating received common management and general, administrative, overhead and operating services in support of the NDB Operating’s operations and development activities pursuant to a shared services agreement (the “Shared Services Agreement”) with certain subsidiaries of WBEF, Desert Environmental LLC (“Desert Environmental”) and LandBridge Company LLC and its subsidiaries (collectively, “LandBridge”). NDB Operating was required to reimburse all fees, including an administrative mark-up for shared services, incurred by them that were necessary to perform services under the Shared Services Agreement. For shared services, the basis of allocation was an approximation of time spent on activities supporting NDB Operating. For shared costs paid on behalf of NDB Operating, the costs were directly allocated based on NDB Operating’s pro rata share of expenses. NDB Operating paid approximately $18.3 million and $35.9 million during the three and six months ended June 30, 2025, respectively, for shared services and direct cost reimbursements.

Subsequent to the WaterBridge Combination, we provide LandBridge with management, general, administrative, overhead and operating services in support of LandBridge’s operations and development activities under the Shared Services Agreement. LandBridge is required to reimburse all fees, including an administrative mark-up for shared services, that are necessary for us to perform services under the Shared Services Agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting LandBridge. We received approximately $2.8 million and $6.0 million during the three and six months ended June 30, 2026, respectively, for shared services and direct cost reimbursements.

Legacy Financial Sponsor Services Agreement

Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and certain legal services provided by Five Point. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. For the three months ended June 30, 2026 and 2025, the Company paid reimbursements to Five Point of $0.3 million and $0.2 million, respectively. For the six months ended June 30, 2026 and 2025, the Company paid reimbursements to Five Point of $0.4 million and $0.3 million, respectively.

Customer Agreements

Prior to the WaterBridge Combination, a subsidiary of NDB Operating was party to a produced water management agreement with a subsidiary of Desert Environmental on terms substantially similar to those generally available for water management services in the applicable region. Under such agreement, such subsidiary of Desert Environmental offloaded certain barrels of produced water from its reclamation facilities to NDB Operating on an interruptible basis for produced water transportation and handling services. Subsequent to the WaterBridge Combination, produced water management agreements among subsidiaries of the Company and subsidiaries of Desert Environmental are intercompany agreements and therefore do not constitute related party transactions as the Company consolidated both parties to the agreements. All preexisting relationships were settled in conjunction with the WaterBridge Combination.

Subsequent to the WaterBridge Combination, certain subsidiaries of the Company are party to various produced water handling agreements and water solutions agreements with Devon Energy Corporation (NYSE: DVN) (“Devon”) and San Mateo Midstream, LLC, a joint venture between Matador Resources Company (NYSE: MTDR) and Five Point that operates produced water handling facilities and other midstream assets in the Delaware Basin, in each case on terms substantially similar to those generally available for water management services in their corresponding regions. Under such produced water management agreements, the customer delivers produced water produced from oil and gas operations to such subsidiary of the Company for produced water transportation and handling services. Under such supply water agreements, the customer purchases raw untreated produced water, brackish water and/or recycled water from such subsidiary of the Company for use in oil and gas drilling and completion activities.

Supplier Agreements

Water Facilities Access Agreements and Surface Use Agreements

Prior to the WaterBridge Combination, a subsidiary of NDB Operating was a party to certain produced water facilities access agreements with LandBridge, a supply water facilities access agreement with LandBridge and a produced water facilities access agreement with an affiliate of Devon (collectively, the “Water Facilities Access Agreements”). Under such Water Facilities Access Agreements, such subsidiary of the Company had certain rights to access, construct, operate, and maintain certain brackish water, produced water and recycled water pipelines and facilities in the ordinary course of business on certain acreage of LandBridge and an affiliate of Devon in the Stateline region of the Delaware Basin. The Water Facilities Access Agreements included fee schedules and arrangements for specified surface use activities, such as produced water transportation royalties, rights-of-way, overhead electric lines and other similar surface damages.

Subsequent to the WaterBridge Combination, certain subsidiaries of the Company are parties to the Water Facilities Access Agreements, as well as certain surface use agreements with LandBridge in the southern region of the Delaware Basin. Under such Water Facilities Access Agreements and surface use agreements, such subsidiaries of the Company have certain rights to access, construct, operate and maintain (a) certain brackish water, produced water and recycled water pipelines and facilities in the ordinary course of business on certain acreage of LandBridge and an affiliate of Devon in the Stateline region of the Delaware Basin and certain acreage of LandBridge in the southern region of the Delaware Basin and (b) certain environmental waste management facilities in the ordinary course of business on certain acreage of LandBridge at specified locations in the Stateline region and southern region of the Delaware Basin. The agreements included fee schedules and arrangements for specified surface use activities, such as produced water transportation royalties, rights-of-way, overhead electric lines and other similar surface damages. We paid $15.9 million and $10.4 million during the three months ended June 30, 2026 and 2025, respectively, and $28.2 million and $19.8 million during the six months ended June 30, 2026 and 2025, respectively, for services under these agreements.

 

Waste Handling Agreement

Prior to the WaterBridge Combination, a subsidiary of NDB Operating was party to a waste handling agreement with subsidiaries of Desert Environmental that operated environmental remediation facilities on terms substantially similar to those generally available for solids waste management services in the Delaware Basin. Under such agreement, such subsidiary of NDB Operating dedicated oilfield solids and other solids waste materials generated by or arising out of its operations within an area of mutual interest to Desert Reclamation for processing, handling and disposal. The agreement includes a fee schedule and arrangements for specified solids waste management services. Subsequent to the WaterBridge Combination, waste handling agreements among subsidiaries of the Company and subsidiaries of Desert Environmental are now intercompany agreements and therefore do not constitute related party transactions as the Company consolidated both parties to the agreements. All preexisting relationships were settled in conjunction with the WaterBridge Combination.

Subsequent to the WaterBridge Combination, a subsidiary of the Company is a party to a waste handling agreement with a subsidiary of Devon on terms substantially similar to those generally available for solids waste management services in the Delaware Basin. The agreement includes a fee schedule and arrangements for specified solids waste management services.

Electrical Shared Facilities Agreement

A subsidiary of the Company is a party to an electrical shared facilities agreement with a subsidiary of Devon on terms substantially similar to those generally available for the joint ownership and operation of electrical facilities in the applicable region. Pursuant to such agreement, such subsidiary of the Company received an undivided interest in certain electrical facilities, together with the right to utilize a portion of the electrical capacity of such shared facilities, in order to operate certain produced water management facilities in the ordinary course of business. The agreement includes an allocation of all costs and expenses related to the ownership, operation and maintenance of such shared electrical facilities in accordance with each undivided interest owner’s permitted operating capacities on such facilities.

WBEF  
Related Party Transaction [Line Items]  
Related Party Transactions
4.
Related Party Transactions

 

 

 

Financial Statements Location

 

Three Months Ended
June 30, 2025

 

 

Six Months Ended
June 30, 2025

 

Revenues - Related Party

 

 

 

 

 

 

 

 

Customer Agreement

 

Produced water handling - related party

 

$

111

 

 

$

215

 

 

 

 

 

 

 

 

 

Direct Operating Costs - Related Party

 

 

 

 

 

 

 

 

Supplier Agreements

 

Direct operating costs - related party

 

$

1,882

 

 

$

3,197

 

Shared Services Agreement

The Company and its subsidiaries, including WaterBridge Management Company, LLC, are parties to a shared services agreement with WBR, Holdings, WaterBridge NDB LLC (“NDB”) and its subsidiaries, LandBridge Company LLC (“LandBridge”) and its subsidiaries, and Desert Environmental LLC (“Desert Environmental”) and its subsidiaries, each being an affiliate of the Company, pursuant to which the Company and its subsidiaries provide various general, administrative and operating services. The Company and its subsidiaries are entitled to reimbursement for all fees incurred that are necessary to perform services under the shared services agreement. For shared services, the basis of allocation is an approximation of time spent on activities to support the other party. For shared costs paid on our behalf, the costs are directly allocated to us based on our pro rata share of the expenses. For the three and six months ended June 30, 2025, the Company received approximately $15.2 million and $28.1 million, respectively, for shared services and direct cost reimbursements.

Legacy Financial Sponsor Services Agreement

Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and legal services. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. For the three and six months ended June 30, 2025, the Company reimbursed $0.1 million and $0.3 million, respectively, for GIS and legal services.

Customer Agreement

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

Supplier Agreements

Waste Handling Agreement

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

Water Facilities Access Agreements

A subsidiary of the Company is a party to a surface use agreement with a subsidiary of LandBridge. Pursuant to such agreement, such subsidiary of the Company has certain non-exclusive rights to construct, operate and maintain produced water handling facilities on certain lands owned by a subsidiary of LandBridge in southern Reeves County, Texas. A subsidiary of the Company also acquired several surface use agreements, easements and rights-of-way on such lands that grant us the right to operate and maintain certain specified produced water handling facilities and pipelines. Such agreement includes a customary fee schedule for specified surface use activities, such as produced water transportation royalties in certain circumstances and the payment of surface damages for the construction of pipelines, access roads and overhead electric lines. Such agreements did not constitute related party transactions prior to

a subsidiary of LandBridge’s acquisition of the land underlying such agreements in December 2024. For the three and six months ended June 30, 2025, the Company paid $0.5 million and $0.6 million, respectively, under such agreement.