Form 424B3 WaterBridge Infrastructu

August 6, 2026 6:03 AM EDT

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-294703


Prospectus Supplement No. 4	To Prospectus dated April 10, 2026

83,250,000 Class A Shares

WaterBridge Infrastructure LLC

Class A Shares

Representing Limited Liability Company Interests

This prospectus supplement amends and supplements the prospectus dated April 10, 2026, as supplemented or amended from time to time (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-294703). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 5, 2026 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale, from time to time, by the selling shareholders identified in the Prospectus of up to an aggregate of 83,250,000 Class A shares representing limited liability company interests (“Class A shares”) in WaterBridge Infrastructure LLC, a Delaware limited liability company.

Our Class A shares are listed on the New York Stock Exchange (the “NYSE”) and NYSE Texas, Inc. (“NYSE Texas”) under the symbol “WBI.” The last reported sales price of our Class A shares on the NYSE on August 4, 2026 was $33.46 per Class A share.

We are a “controlled company” within the meaning of the NYSE and NYSE Texas rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

INVESTING IN OUR CLASS A SHARES INVOLVES RISKS. SEE THE “RISK FACTORS” SECTION ON PAGE 5 OF THE PROSPECTUS.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus supplement dated August 5, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42850

WaterBridge Infrastructure LLC

(Exact name of registrant as specified in its charter)


Delaware	33-4546086
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5555 San Felipe Street, Suite 1200 Houston, Texas (Address of principal executive offices)	77056 (Zip Code)

Registrant’s telephone number, including area code: (713) 230-8864

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A shares representing limited liability company interests	WBI	New York Stock Exchange
		NYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2026, the registrant had 55,453,118 Class A shares and 68,003,091 Class B shares, representing limited liability company interests (“Class B shares”) outstanding.

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION
Glossary		2
Cautionary Note Regarding Forward-Looking Statements		3
Item 1.	Financial Statements (Unaudited)	5
WaterBridge Infrastructure LLC
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Shareholders’ and Member’s Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to the Condensed Consolidated Financial Statements	9
WaterBridge Equity Finance LLC
	Condensed Consolidated Statements of Operations	25
	Condensed Consolidated Statements of Changes in Mezzanine Equity and Members’ Equity	26
	Condensed Consolidated Statement of Cash Flows	27
	Notes to the Condensed Consolidated Financial Statements	28
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	51
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	54
	Signatures	55

Glossary

The following are abbreviations and definitions of certain terms used in this document, many of which are commonly used in the industry:

Bpd or Bbl/d. Barrels per calendar day.

Brackish water. Water with salinity levels between seawater and freshwater.

Completion. The process of preparing a well for the production of oil and gas by injecting high-pressure fluids mixed with proppants to create fractures in reservoir rock to enhance permeability.

Crude oil. A mixture of hydrocarbons that exists in liquid phase in natural underground reservoirs and remains liquid at atmospheric pressure after passing through surface separating facilities.

Delaware Basin. A geological depositional and structural basin in West Texas and southeastern New Mexico, which is a part of the Permian Basin.

Desert Environmental. Desert Environmental LLC, a Delaware limited liability company and subsidiary of the Company.

E&P. Oil and natural gas exploration and production.

E&P companies. Oil and natural gas exploration and production companies, including producers and/or operators.

Five Point. Five Point Infrastructure LLC, a Delaware limited liability company and our legacy financial sponsor.

GAAP. Accounting principles generally accepted in the United States of America.

Incentive Units. Management incentive units consisting of time-based awards of profits interests.

LandBridge. LandBridge Company LLC, a Delaware limited liability company (NYSE: LB; NYSE TX: LB), and its subsidiaries.

MBbls. One thousand barrels.

MBbl/d. One thousand barrels per day.

MVC. Minimum volume commitment.

NDB Incentive Units. Management incentive units consisting of time-based awards of profits interests in NDB LLC.

NDB LLC. WaterBridge NDB LLC, a Delaware limited liability company and portfolio company of funds affiliated with Five Point.

OpCo. WBI Operating LLC, a Delaware limited liability company.

Operator. The individual or company responsible for the development and/or production of an oil or natural gas well.

Permian Basin. A large sedimentary basin located in West Texas and southeastern New Mexico.

Produced water. Water produced from an oil and natural gas well alongside crude oil and natural gas.

Produced water handling facilities. Facilities utilized for the treatment, handling and disposal of produced water.

Skim oil. Oil recovered as a byproduct of the produced water from a well during produced water handling operations.

WaterBridge. WaterBridge Infrastructure LLC, a Delaware limited liability company (NYSE: WBI; NYSE TX: WBI), and its subsidiaries.

WTI. West Texas Intermediate, a grade of crude oil commonly used in reference to pricing for crude oil.

Cautionary NOTE Regarding Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. All statements, other than statements of historical fact, included in this Quarterly Report, regarding our strategy, future operations, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, words such as “assume,” “could,” “would,” “should,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan,” “budget” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events, using currently available information as to the outcome and timing of future events at the time such statements were made. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially and adversely from our expectations due to a number of factors, including, but not limited to:

•

our customers’ demand for and use of our services;

•

the domestic and foreign supply of, and demand for, energy sources, including the impact of political instability or armed conflict in oil and natural gas producing regions, including increased hostilities in the Middle East, including Iran, and other sustained military campaigns, the Russia-Ukraine war, as well as the conditions in South America, Central America, China and Russia and acts of terrorism or sabotage, actions relating to oil price and production controls by the members of the Organization of Petroleum Exporting Countries (“OPEC”), Russia and other allied producing countries, with respect to oil production levels and announcements of potential changes to such levels;

•

our reliance on a limited number of customers and on a particular region for a substantial majority of our revenues, including the potential consolidation of such customers within such region and the degree to which such consolidation may affect spending on U.S. drilling and completions in the near term;

•

our ability to enter into favorable contracts with our customers, including the prices we are able to charge and the margins we are able to realize;

•

commodity price volatility and trends related to changes in commodity prices, and our customers’ ability to successfully navigate such volatility;

•

the availability of additional pore space for future capacity expansion;

•

the level of competition from other water management companies;

•

changes in the prices charged to our customers and availability of services necessary for our customers to conduct their businesses, as a result of scarcity, government regulations or other factors;

•

our and our customers’ ability to obtain necessary supplies, raw materials and other critical components on a timely basis, or at all, including any impacts presented by imposed or potential tariffs, shortages, price increases and any reactions thereto in international trade;

•

any planned or future expansion projects by us or our customers;

•

our ability to continue the payment of dividends;

•

the development of advances or changes in energy technologies or practices;

•

our ability to successfully implement our growth plans, including through organic growth projects, future acquisitions or otherwise;

•

the potential deterioration of our customers’ financial condition and their ability to access capital to fund their development programs;

•

our and our customers’ ability to obtain government approvals or acquire or maintain necessary permits, including those related to the development and operation of produced water handling facilities;

•

operational disruptions and liability related thereto associated with our customers, including those due to environmental hazards, fires, explosions, chemical mishandling or other industrial accidents;

•

our and our customers’ liquidity and ability to access the capital markets on favorable terms, or at all, which depends on general market conditions, including the impact of inflation, tariffs and international trade, interest rates and related governmental policies;

•

the effects of changes in general economic, business or industry conditions and market volatility, including as a result of slowing growth, a potential economic recession, an elevated inflation rate, high interest rates, changes in U.S. and international trade policies and relations, and central bank policy, as well as associated liquidity risks;

•

uncertainty surrounding potential foreign, federal, state or local legal, regulatory and policy changes, including with respect to energy production, taxes, imposed or proposed tariffs and foreign trade policies, safety and surface uses, as well as the potential for general market volatility and regulatory uncertainty;

•

our level of indebtedness and our ability to service our indebtedness;

•

our ability to integrate future acquisitions and manage related growth;

•

our ability to recruit and retain, or secure the services of, key management and other personnel and the allocation of resources between LandBridge and WaterBridge;

•

actions taken by the federal or state governments, such as executive orders or new or expanded regulations, that may impact future energy production in the U.S.;

•

changes in laws and regulations (or the interpretation thereof), such as the One Big Beautiful Bill Act (the “OBBBA”), including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, data privacy, taxation or emissions, leasing, permitting or drilling and various other environmental matters, in particular, those intended to address seismic activity or overpressurization;

•

changes in effective tax rates, or adverse outcomes resulting from other tax increases or an examination of our income or other tax returns and tax inefficiencies;

•

the severity and duration of world health events, natural disasters or inclement or hazardous weather conditions, including cold weather, hurricanes, fires, droughts, earthquakes, flooding and tornadoes;

•

evolving cybersecurity risks, such as those involving unauthorized access, third-party provider defects and service failures, denial-of-service attacks, malicious software, data privacy breaches by employees or other service providers, insiders or others with authorized access, cyber or phishing attacks, ransomware, social engineering, physical breaches or other actions; and

•

other factors discussed elsewhere in this Quarterly Report, including in the section titled “Risk Factors.”

The forward-looking statements included in this Quarterly Report speak only as of the date of this report, represent management’s current reasonable expectations as of such date and are subject to the risks and uncertainties identified above as well as those described elsewhere in this Quarterly Report and in other reports and materials we file with the SEC. We cannot guarantee the accuracy of our forward-looking statements, and readers are urged to carefully review and consider the various disclosures made in this Quarterly Report and in other reports and materials we file with the SEC, in particular, the items under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 7, 2026.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

Item 1. Financial Statements (Unaudited)

WaterBridge Infrastructure LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	June 30, 2026			December 31, 2025
Current assets:
Cash and cash equivalents	$	47,624		$	51,543
Accounts receivable, net		171,972			161,645
Related party accounts receivable		39,744			30,469
Other receivables		1,110			2,634
Prepaid expenses and other current assets		8,006			14,834
Total current assets		268,456			261,125

Non-current assets:
Property, plant and equipment, net		2,477,362			2,285,536
Intangible assets, net		923,228			935,708
Goodwill		51,993			53,127
Deferred tax assets		185,758			131,805
Other assets		31,416			32,719
Total non-current assets		3,669,757			3,438,895
Total assets	$	3,938,213		$	3,700,020

Liabilities and equity
Current liabilities:
Accounts payable	$	51,229		$	38,732
Related party accounts payable		5,614			5,851
Accrued liabilities		100,688			129,610
Related party accrued liabilities		5,878			516
Current portion of long-term debt		6,606			12,546
Other current liabilities		4,294			1,685
Total current liabilities		174,309			188,940

Non-current liabilities:
Long-term debt, net of debt issuance costs		1,609,931			1,431,837
Tax receivable agreement liability		294,552			201,375
Other long-term liabilities		31,132			30,259
Total non-current liabilities		1,935,615			1,663,471
Total liabilities		2,109,924			1,852,411

Commitments and contingencies

Class A shares, unlimited shares authorized and 55,453,118 shares issued and outstanding as of June 30, 2026. Unlimited shares authorized and 43,264,850 shares issued and outstanding as of December 31, 2025.		760,474			606,843
Class B shares, unlimited shares authorized and 68,003,091 shares issued and outstanding as of June 30, 2026. Unlimited shares authorized and 80,190,150 shares issued and outstanding as of December 31, 2025.		-			-
Accumulated deficit		(551	)		(4,537	)
Total shareholders’ equity attributable to WaterBridge Infrastructure LLC		759,923			602,306
Noncontrolling interest		1,068,366			1,245,303
Total shareholders’ equity		1,828,289			1,847,609
Total liabilities and equity	$	3,938,213		$	3,700,020

See accompanying notes to the condensed consolidated financial statements

WaterBridge Infrastructure LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026			2025
Revenues:
Produced water handling	$	169,704	$	59,725		$	322,901		$	117,929
Produced water handling - related party		27,927		29,433			56,667			56,292
Water solutions		8,425		4,682			16,915			14,672
Water solutions - related party		893		1,633			1,417			3,301
Other revenues		9,703		1			18,378			1,190
Other revenues - related party		1,120		38			2,471			38
Total revenues		217,772		95,512			418,749			193,422

Direct operating costs		73,004		38,095			143,044			69,616
Direct operating costs - related party		14,545		10,776			28,343			21,204
Depreciation, depletion, amortization, and accretion		72,100		21,148			141,047			42,186
Total cost of revenues		159,649		70,019			312,434			133,006

General and administrative expense		17,682		7,583			34,493			14,175
Loss (gain) on disposal of assets, net		8		82			(66	)		11,691
Other operating expense, net		165		658			1,164			1,665
Operating income		40,268		17,170			70,724			32,885

Interest expense, net		22,708		10,168			42,700			24,225
Other expense (income), net		794		(133	)		682			(265	)
Income before income taxes		16,766		7,135			27,342			8,925
Income tax expense		2,211		10			3,266			89
Net income	$	14,555	$	7,125		$	24,076		$	8,836
Net income attributable to noncontrolling interest		9,446					15,452
Net income attributable to WaterBridge Infrastructure LLC	$	5,109				$	8,624

Basic and dilutive net income per share of Class A shares	$	0.10				$	0.18

Basic and dilutive weighted average shares outstanding of Class A shares		48,757,787					46,337,319

See accompanying notes to the condensed consolidated financial statements

WaterBridge Infrastructure LLC and Subsidiaries

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(in thousands, except share amounts)

(unaudited)


	Class A					Class B					Retained Earnings			Non-controlling Interest			Total Shareholders’ and Member’s Equity
	Shares		Amount			Shares			Amount		Amount			Amount			Amount
Balance at December 31, 2025		43,264,850	$	606,843			80,190,150		$	-	$	(4,537	)	$	1,245,303		$	1,847,609
Net income		-		-			-			-		3,515			6,006			9,521
Deemed non-cash contributions		-		-			-			-		-			825			825
RSU share-based compensation expense		-		635			-			-		-			1,124			1,759
Class A shares issued on vesting of RSUs, net of shares withheld for tax		1,209		(11	)		-			-		-			-			(11	)
Redemption of Class B shares to Class A shares		3,750,000		-			(3,750,000	)		-		-			-			-
Dividends and distributions		-		-			-			-		(2,163	)		(4,010	)		(6,173	)
RSU dividend equivalent		-		-			-			-		(17	)		(27	)		(44	)
Changes in ownership interest adjustment		-		57,957			-			-		-			(57,957	)		-
Tax impact of ownership interest adjustment		-		(5,597	)		-			-		-			-			(5,597	)
Offering costs		-		26			-			-		-			-			26
Balance at March 31, 2026		47,016,059	$	659,853			76,440,150		$	-	$	(3,202	)	$	1,191,264		$	1,847,915
Net income		-		-			-			-		5,109			9,446			14,555
Deemed non-cash contributions		-		-			-			-		-			835			835
RSU share-based compensation expense		-		713			-			-		-			1,035			1,748
Redemption of Class B shares to Class A shares		8,437,059		-			(8,437,059	)		-		-			-			-
Dividends and distributions		-		-			-			-		(2,439	)		(3,733	)		(6,172	)
RSU dividend equivalent		-		-			-			-		(19	)		(24	)		(43	)
Changes in ownership interest adjustment		-		130,457			-			-		-			(130,457	)		-
Tax impact of ownership interest adjustment		-		(30,173	)		-			-		-			-			(30,173	)
Offering costs		-		(376	)		-			-		-			-			(376	)
Balance at June 30, 2026		55,453,118	$	760,474			68,003,091		$	-	$	(551	)	$	1,068,366		$	1,828,289


	Total Member’s Equity
Balance at December 31, 2024	$	663,049
Deemed non-cash contributions prior to reorganization		324
Net income prior to reorganization		1,711
Balance at March 31, 2025	$	665,084
Contribution from member	$	20,000
Deemed non-cash contributions prior to reorganization		1,058
Net income prior to reorganization		7,125
Balance at June 30, 2025	$	693,267

See accompanying notes to the condensed consolidated financial statements

WaterBridge Infrastructure LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2026			2025
Cash flows from operating activities
Net income	$	24,076		$	8,836
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		141,047			42,186
Amortization of debt issuance costs		2,070			2,138
Share-based compensation		5,167			1,382
Contractual customer relationships amortization		916			916
(Gain) loss on disposal of assets, net		(66	)		11,691
Tax receivable agreement remeasurement		3,236			-
Deferred income tax expense		2,700			-
Other		827			98
Changes in operating assets and liabilities:
Accounts receivable		(4,511	)		(19,153	)
Related party accounts receivable		(9,275	)		7,669
Prepaid expenses and other assets		6,840			2,213
Accounts payable		5,134			3,527
Taxes payable		609			89
Related party accounts payable		(237	)		(6,516	)
Contract liabilities		(295	)		(174	)
Accrued and other liabilities		(18,240	)		4,277
Net cash provided by operating activities		159,998			59,179

Cash flows from investing activities
Acquisitions, net of cash acquired		(82,760	)		(71	)
Capital expenditures		(234,226	)		(129,983	)
Proceeds from disposal of assets		1,298			19,767
Net cash used in investing activities		(315,688	)		(110,287	)

Cash flows from financing activities
Proceeds from debt		175,000			35,000
Dividends, dividend equivalents and distributions paid		(12,432	)		-
Repayments of debt		(8,733	)		(3,640	)
Offering costs		(1,166	)		(756	)
Repayments of finance leases		(626	)		(636	)
Deferred offering costs		(244	)		-
Debt issuance costs		(17	)		(242	)
Taxes paid related to net share settlement of RSUs		(11	)		-
Contribution from member		-			20,000
Net cash provided by financing activities	$	151,771		$	49,726
Net decrease in cash and cash equivalents		(3,919	)		(1,382	)
Cash and cash equivalents - beginning of period		51,543			13,284
Cash and cash equivalents - end of period	$	47,624		$	11,902

See accompanying notes to the condensed consolidated financial statements

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Organization and Nature of Operations

WaterBridge Infrastructure LLC (the “Company,” “WaterBridge,” “we,” “our” and “us”) is headquartered in Houston, Texas and was formed on April 11, 2025, as a Delaware limited liability company to serve as the issuer in our initial public offering (the “IPO” and, collectively with our related corporate reorganization and transactions in connection therewith, the “WaterBridge Combination”). We are governed by our First Amended and Restated Limited Liability Company Agreement, dated as of September 18, 2025 (the “LLC Agreement”), which was entered into in connection with the IPO.

We are a holding company whose principal asset consists of membership interests (“OpCo Units”) in WBI Operating LLC (“OpCo”). Under the OpCo LLC Agreement, we have been designated as the managing member of OpCo and its subsidiaries, and, as the managing member, we operate and control all of the business and affairs of OpCo and its subsidiaries, and through OpCo and its subsidiaries, conduct our business. The Company did not have any business transactions or activities from its inception until the acquisition of the OpCo Units, other than related to its formation and its initial capitalization. The Company has no other operations, cash flows or material assets or liabilities other than our investment in OpCo, obligations related to our tax receivable agreement (the “TRA”) and certain deferred tax assets and liabilities. Refer to Note 6 — Income Taxes and Tax Receivable Agreement for additional information.

We generate revenue primarily by charging produced water handling fees for transporting produced water for disposal to 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 and oilfield waste reclamation and disposal 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. Our assets primarily consist of produced water handling and recycling facilities, water pipeline systems, brackish water wells and ponds, and related facilities within the Delaware Basin in West Texas and New Mexico, the Eagle Ford Basin in South Texas and the Arkoma Basin in Oklahoma. We also operate two environmental waste management facilities for the disposal of non-hazardous waste resulting from oil and gas exploration and production activity in the Delaware Basin and provide gas transportation services in the Arkoma Basin.

One of our predecessors for U.S. Securities and Exchange Commission (the “SEC”) reporting purposes is WaterBridge NDB Operating LLC (“NDB Operating”), an indirect, wholly-owned subsidiary of NDB Midstream LLC (“NDB Midstream”). NDB Midstream was the accounting acquirer in the WaterBridge Combination on September 17, 2025, as set forth in Note 1 — Organization and Nature of Operations, included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). Accordingly, the historical financial information of WaterBridge reflects the operations of NDB Operating and its subsidiaries for periods prior to the completion of the WaterBridge Combination on September 17, 2025.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in the 2025 Form 10-K. When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

In these Financial Statements, periods prior to the closing of the WaterBridge Combination on September 17, 2025, reflect the financial statements of NDB Operating and its subsidiaries. Periods subsequent to the closing of the WaterBridge Combination on September 17, 2025, reflect the financial statements of the consolidated Company, including WaterBridge, OpCo and its subsidiaries.

Results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2026.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Consolidation

We have determined that the members with equity at risk in OpCo lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact OpCo’s economic performance; therefore, OpCo is considered a variable interest entity. As the managing member of OpCo, we operate and control all of the business and affairs of OpCo and also have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate OpCo for accounting purposes.

The Financial Statements include the accounts of the Company, OpCo and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

On occasion, we enter into joint operating agreements (“JOA”) pursuant to which third parties receive non-operating, undivided interests in one or more produced water handling facilities and related assets subject to the JOA. The undivided interest owners (i) receive their proportionate share of revenue and (ii) pay for their proportionate share of all costs and expenses incurred in drilling, equipping, installing and operating the JOA assets. The JOAs are not separate legal entities; rather, each undivided interest received by the parties to the JOA is an undivided ownership interest in the applicable assets. We record our undivided interests related to these JOAs and record revenues and expenses related to these disposal activities on a net basis as part of revenues and costs and expenses. JOA revenues and costs and expenses are subject to audit by all non-operating parties, or such other entity that the non-operator authorizes to conduct the audit, generally limited to the preceding two years following the end of a calendar year.

Segment Information

The Company operates in a single operating and reportable segment. All of our assets are located in the United States. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, defines characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance. The Company is managed as a whole rather than through discrete operating segments. Our executive team is organized by function, rather than legal entity, with no business component manager reporting directly to the CODM. Allocation of resources is made on a project basis across the Company without regard to geographic area, and considers among other things, return on investment, current market conditions, including commodity prices and market supply, availability of services and human resources, and contractual commitments. The Company’s CODM is the Chief Executive Officer who allocates resources and assesses performance based upon financial information at the consolidated level. The financial measure regularly provided to the CODM that is most consistent with U.S. GAAP is net income (loss), as presented on the condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. Total expenditures for additions to long-lived assets is reported on the condensed consolidated statements of cash flows. The Company presents all of its significant segment expenses and other metrics which are regularly provided to the CODM and used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in the condensed consolidated statements of operations. The CODM does not receive additional expenses other than those presented within the condensed consolidated statements of operations.

Significant Accounting Policies

As of June 30, 2026, our significant accounting policies are consistent with those discussed in Note 2 — Summary of Significant Accounting Policies included in Part II, Item 8 of our 2025 Form 10-K. There were no significant updates or revisions to our accounting policies during the three and six months ended June 30, 2026.

Recent Accounting Pronouncements Not Yet Adopted

In January 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 and does not change its underlying disclosure requirements. ASU 2024-03 requires tabular disclosure of specified natural expenses within certain income-statement expense captions, a qualitative description of amounts not separately disaggregated, and disclosure of our definition and total amount of selling expenses. We plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2026. The adoption of ASU 2024-03 is not expected to have any effect on the Company’s financial position, results of operations or cash flows as it modifies disclosure requirements only.

In December 2025, FASB issued ASU 2025-12, Codification Improvements, which includes updates for a broad range of Accounting Topics arising from technical corrections, unintended application of the Codification, clarifications and other minor improvements. We plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

beginning after December 15, 2026. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.

Additional Financial Statement Information

Other Balance Sheet information is as follows:


	June 30, 2026		December 31, 2025
Prepaids and other current assets
Prepaid insurance	$	3,085	$	10,271
Prepaid expenses		2,558		1,884
Debt issuance costs		1,137		1,137
Other		1,226		1,542
Total prepaids and other current assets	$	8,006	$	14,834

Other assets
Contractual customer relationships	$	17,113	$	18,029
Operating lease right-of-use assets		6,142		6,537
Debt issuance costs		3,685		4,253
Non-current prepaid expenses		2,887		2,703
Other		1,589		1,197
Total other assets	$	31,416	$	32,719

Accounts payable
Trade payable	$	37,996	$	26,304
Working interest and royalty payable		10,580		10,565
Other		2,653		1,863
Total accounts payable	$	51,229	$	38,732

Accrued liabilities
Accrued operating and capital expenses	$	58,961	$	77,066
Accrued interest		20,276		21,977
Accrued payroll		11,765		19,391
Accrued property taxes		4,334		6,000
Other		5,352		5,176
Total accrued liabilities	$	100,688	$	129,610

Other long-term liabilities
Asset retirement obligation liability	$	18,658	$	16,464
Operating lease liability		5,360		5,774
Contract liabilities		5,092		5,387
Finance lease liability		1,301		1,627
Other		721		1,007
Total other long-term liabilities	$	31,132	$	30,259

As of June 30, 2026 and December 31, 2025, we had allowance for doubtful accounts of $3.0 million and $4.6 million, respectively.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Other Statements of Operations information is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Produced water handling revenues	$	177,590	$	80,491	$	342,495	$	157,862
Skim oil revenues		20,041		8,667		37,073		16,359
Total produced water handling revenues	$	197,631	$	89,158	$	379,568	$	174,221

Supplemental cash flow information is as follows:


	Six Months Ended June 30,
	2026			2025
Supplemental cash flow information:
Cash paid for interest	$	50,179		$	21,268
Cash (refunded) paid for income taxes, net	$	(43	)	$	260

Non-cash investing and financing activities:
Capital expenditures in accounts payable and accrued liabilities	$	66,242		$	73,167
Asset financing	$	4,419		$	-
Right-of-use assets obtained in exchange for finance lease liabilities	$	499		$	253
Asset retirement obligation additions	$	1,575		$	650

Acquisitions

Ranger Water Midstream

On June 22, 2026, the Company acquired 100% of the equity interests of Ranger Water Midstream LLC (“Ranger”). The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, using the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed were recorded at their respective fair values as of the acquisition date.

As part of the acquisition, the Company acquired produced water gathering and disposal assets, a produced water recycling facility, and brackish water supply assets, located in Lea County, New Mexico. The produced water assets consist of two wells and associated facilities, together with approximately 28 miles of pipeline. The brackish water supply assets consist of nine brackish water wells and approximately 49 miles of pipeline.

The following table summarizes the preliminary fair values assigned to assets acquired and liabilities assumed as of the acquisition date:


Fair Value of Consideration Transferred:
Total consideration	$	82,852

Assets Acquired and (Liabilities) Assumed:
Cash and cash equivalents		92
Accounts receivable		4,662
Prepaid and other assets		287
Property and equipment		45,442
Intangible assets(1)		34,537
Accounts payable		(679	)
Accrued expenses and other liabilities		(1,489	)
Net tangible assets acquired and (liabilities) assumed	$	82,852

(1)

Acquired intangible assets solely consists of customer contracts that will be amortized straight-line over 15 years.

The purchase accounting is preliminary with respect to certain assets acquired and liabilities assumed. The provisional amounts recognized for identifiable assets acquired and liabilities assumed may be adjusted during the measurement period as the Company

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

continues to gather and evaluate information about the facts and circumstances that existed as of the acquisition date. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

Revenues and operating income before income taxes attributable to the Ranger acquisition for the period from June 22, 2026 through June 30, 2026 were approximately $0.7 million and $0.2 million, respectively.

Pro Forma Results

The unaudited pro forma financial information presented below was derived from historical financial records of the Company and Ranger and presents the combined operating results for the periods presented as if the acquisition had occurred on January 1, 2025. The unaudited pro forma operating results include adjustments to reflect (1) incremental depreciation and amortization expense, (2) increased interest expense related to the additional borrowings incurred to fund the Ranger acquisition, and (3) elimination of historical Ranger operating and administrative expenses that would not have continued under the Company’s operations.

Accordingly, the following unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Ranger acquisition had occurred at the beginning of fiscal year 2025, nor are they indicative of the Company’s future results of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue	$	223,559	$	99,060	$	429,077	$	201,789
Net income	$	15,047	$	4,787	$	23,208	$	5,781

WaterBridge Combination

Subsequent to the WaterBridge Combination, management identified a $1.1 million adjustment to working capital for collectability of accounts receivable resulting in an associated adjustment to goodwill during the six months ended June 30, 2026.

Property, Plant and Equipment

As of June 30, 2026 and December 31, 2025, property, plant and equipment, net of accumulated depreciation, depletion, and amortization consisted of the following:


	June 30, 2026			December 31, 2025
Wells, pipelines, facilities, ponds and related equipment	$	2,267,231		$	2,142,478
Brackish water wells, facilities, ponds and related equipment		39,939			39,002
Gas pipelines, related equipment and other		35,175			35,175
Buildings, vehicles, equipment, furniture and other		127,605			118,347
Waste facilities and related equipment		32,720			29,213
Land		16,985			16,985
Construction in progress		290,091			146,589
Total property, plant and equipment		2,809,746			2,527,789
Less: Accumulated depreciation, depletion, and amortization		(332,384	)		(242,253	)
Total property, plant and equipment, net	$	2,477,362		$	2,285,536

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Depreciation, depletion and amortization expense attributable to property, plant and equipment are as follows for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Depreciation expense	$	46,156	$	18,581	$	89,748	$	37,039
Amortization expense		1,068		507		2,101		1,038
Depletion expense		832		-		1,176		-
Total depreciation, depletion, and amortization expense	$	48,056	$	19,088	$	93,025	$	38,077

Income Taxes and Tax Receivable Agreement

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and apply that rate to the year-to-date earnings or losses. The effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which we operate. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The calculation of the Company’s effective tax rate was as follows for the three and six months ended June 30, 2026 and 2025:


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Income before income taxes	$	16,766		$	7,135		$	27,342		$	8,925
Income tax expense	$	2,211		$	10		$	3,266		$	89
Effective tax rate		13.19	%		0.14	%		11.94	%		1.00	%

The effective tax rate for the three and six months ended June 30, 2026 differs from the statutory rate of 21.0% primarily due to the income attributable to noncontrolling interest. For the three and six months ended June 30, 2025, OpCo was subject only to entity level state income tax in the state of Texas.

OpCo and the majority of its subsidiaries are limited liability companies treated as partnerships or disregarded entities for U.S. federal income tax purposes and, therefore, have not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income (loss) in the Company’s historical financial statements for periods prior to the IPO and WaterBridge Combination does not reflect the tax expense (benefit) we would have incurred if we were subject to U.S. federal income tax at an entity level during those periods. OpCo continues to be treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax. Instead, taxable income is allocated to OpCo’s members, including the Company, and any taxable income of OpCo is reported in the respective tax returns of its members. We did not engage in any material business activities or have any material assets prior to the closing of the WaterBridge Combination.

Tax Receivable Agreement

In connection with the WaterBridge Combination and the IPO, the Company entered into the TRA with OpCo and our legacy owners (each such person and its permitted transferees, a “TRA Holder” and collectively, the “TRA Holders”). The TRA generally provides for the payment by us to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that we actually realize, or in some cases are deemed to realize, (a) with respect to taxable periods ending after the IPO or (b) if the TRA terminates early (at our election or as a result of our breach) with respect to any taxable periods ending on or after such early termination event, in each case, as a result of (i) the tax basis increases resulting from the exchange of OpCo Units and the corresponding surrender of an equivalent number of shares of Class B shares by the TRA Holders for a number of Class A shares on a one-for-one basis or, at our option, the receipt of an equivalent amount of cash pursuant to the OpCo LLC Agreement; (ii) the tax deductions allocable to the Company as a result of the existing tax basis of assets of OpCo prior to the IPO; (iii) the tax deductions allocable to the Company as a result of existing tax basis of assets of OpCo purchased after the IPO and prior to an exchange of OpCo Units; (iv) NOLs and interest expense carryforwards of WB 892 LLC (“WB 892”); and (v) deductions arising from imputed interest deemed to be paid by us as a result of,

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

and additional tax basis arising from, any payments we make under the TRA. We will retain the benefit of the remaining cash savings, if any.

As a result of entering into the TRA, the Company recorded a TRA liability on the condensed consolidated balance sheets. The TRA liability is primarily attributable to existing tax basis of OpCo prior to the IPO as well as NOL carryforwards of WB 892 and basis adjustments arising as a result of exchanges occurring subsequent to the IPO. The establishment of the TRA liability as a result of the WaterBridge Combination and IPO, as well as subsequent redemptions of OpCo Units, is recorded against Class A shares in the consolidated statements of shareholders’ and member’s equity. Subsequent adjustments to the initial establishment of obligations under the TRA, which might result from, among other things, changes in expectations about the extent to which tax benefits subject to the TRA will be realized and tax rate changes, would be recognized in earnings. This arrangement does not represent a tax based on income, but rather a contractual relationship between an entity and its shareholders and is accounted for under ASC 450 — Contingencies. The effects of these adjustments are not an element of income tax expense as they do not relate to costs incurred in connection with compliance with income tax law. As of June 30, 2026 and December 31, 2025, we had TRA liability balance of $297.0 million and $201.4 million, respectively. The current portion of the TRA liability of $2.5 million is presented within other current liabilities on the condensed consolidated balance sheets.

During the three months ended March 31, 2026, Elda River Infrastructure WB LLC redeemed 3,750,000 OpCo Units (together with the cancellation of a corresponding number of Class B shares) for an equivalent amount of Class A shares. The Company recognizes a liability for the estimated amounts payable under the TRA when it is probable that taxable income will be sufficient to realize the related tax benefits and the amounts can be reasonably estimated. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. Changes in tax laws or rates could also materially impact the estimated liability. The Company recorded an additional TRA liability of $17.2 million related to this redemption, all of which has been classified as a non-current liability on the condensed consolidated balance sheets.

During the three months ended June 30, 2026, TRA Holders redeemed 8,437,059 OpCo Units (together with the cancellation of a corresponding number of Class B shares) for an equivalent amount of Class A shares. We recognize a liability for the estimated amounts payable under the TRA when it is probable that taxable income will be sufficient to realize the related tax benefits and the amounts can be reasonably estimated. The estimation of liability under the TRA is, by its nature, imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. Changes in tax laws or rates could also materially impact the estimated liability. As of June 30, 2026, we recorded an additional TRA liability of $75.3 million related to redemptions occurring during the three months ended June 30, 2026, all of which has been classified as a non-current liability in the condensed consolidated balance sheets.

During the three and six months ended June 30, 2026, we recognized a TRA remeasurement loss of $3.2 million. The TRA remeasurement loss is related to adjustments from previous estimates upon finalization of the tax attributes subject to the TRA and is presented within other expense (income), net on the condensed consolidated statements of operations.

Debt

As of June 30, 2026 and December 31, 2025, debt consisted of the following:


	June 30, 2026			December 31, 2025
6.25% Senior Notes due 2030	$	825,000		$	825,000
6.50% Senior Notes due 2033		600,000			600,000
2025 Revolving Credit Facility		200,000			25,000
Insurance financing notes		2,199			8,657
Asset financing notes		8,382			6,272
Total debt		1,635,581			1,464,929
Current portion of long-term debt		(6,606	)		(12,546	)
Unamortized debt issuance costs		(19,044	)		(20,546	)
Total long-term debt	$	1,609,931		$	1,431,837

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Notes

During October 2025, OpCo, as the issuer, issued $825.0 million aggregate principal amount of 6.25% fixed-rate senior unsecured notes due October 2030 (the “2030 Notes”) and $600.0 million aggregate principal amount of 6.50% fixed-rate senior unsecured notes due October 2033 (the “2033 Notes”, and together with the 2030 Notes, the “Notes”) in a private offering.

In connection with the offering of the Notes, OpCo and each of the Guarantors (as defined below) entered into indentures (the “Indentures”), with UMB Bank, N.A., as trustee, relating to the issuance of the 2030 Notes and the 2033 Notes. The Indentures contain customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with OpCo’s unrestricted affiliates, and limitations on asset sales.

The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by all of OpCo’s existing subsidiaries (collectively, the “Guarantors”).

At any time prior to October 15, 2027, OpCo may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2030 Notes (including any additional notes) issued under the 2030 Notes Indenture at a redemption price equal to 106.25% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net cash proceeds of one or more equity offerings. At any time prior to October 15, 2029, OpCo may also redeem all or a part of the 2030 Notes of such series at a redemption price equal to 100% of the principal amount of the notes redeemed plus the applicable premium set forth in the 2030 Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. OpCo may also redeem all or a part of the 2030 Notes at the redemption prices set forth in the 2030 Notes Indenture, plus accrued and unpaid interest, if any, on the notes redeemed, to, but excluding, the applicable redemption date.

At any time prior to October 15, 2028, OpCo may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2033 Notes (including any additional notes) issued under the 2033 Notes Indenture, at a redemption price of 106.50%; of the principal amount of the 2033 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net cash proceeds of one or more equity offerings. At any time prior to October 15, 2030, OpCo may also redeem all or a part of the 2033 Notes, at a redemption price equal to 100% of the principal amount of the 2033 Notes redeemed plus the applicable premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. OpCo may also redeem all or a part of the 2033 Notes, at the redemption prices set forth in the 2033 Notes Indenture, plus accrued and unpaid interest, if any, on the notes redeemed, to, but excluding, the applicable redemption date.

If a Change of Control (as defined in the Indentures) occurs with respect to any series of notes (along with a downgrade of the notes by two rating agencies), OpCo may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

The Notes and the Guarantees rank equally in right of payment with all of OpCo’s and the Guarantors’ existing and future senior indebtedness and senior to all of OpCo’s and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of OpCo’s and the Guarantors’ existing and future secured debt, including debt under the 2025 Revolving Credit Facility, to the extent of the value of the assets securing such debt, and will be structurally subordinated to all liabilities of any future subsidiaries of OpCo that do not guarantee the Notes.

As of June 30, 2026 and December 31, 2025, the carrying amount and fair value of the Notes are as follows:


	June 30, 2026				December 31, 2025
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Notes	$	1,425,000	$	1,431,375	$	1,425,000	$	1,426,688

(1)

The fair value was determined based on observable market prices of identical instruments in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy.

2025 Revolving Credit Facility

During October 2025, OpCo entered into a revolving credit agreement (the “2025 Revolving Credit Facility”) which provides for lender commitments of $500.0 million and matures on the earlier of (i) September 26, 2030, and (ii) the date that is ninety-one (91) days prior to the stated maturity of the Notes if, on such date, the outstanding principal amount of the Notes exceeds $50.0 million (the “Maturity Date”). Borrowings under the 2025 Revolving Credit Facility are secured by a first-priority lien on substantially all assets of OpCo and its subsidiaries, and are also guaranteed by each of its subsidiaries.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

As of June 30, 2026, the Company had $200.0 million outstanding borrowings under the 2025 Revolving Credit Facility. The weighted average interest rate on the total amount of borrowings under the 2025 Revolving Credit Facility was 5.93% and 6.00% for the three and six months ended June 30, 2026, respectively. The carrying value of the borrowings outstanding under the 2025 Revolving Credit Facility approximates fair value because the interest rates applicable to such amounts are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

The applicable margin on the interest rate, the commitment fees and the letter of credit fees are determined based on the Company’s leverage ratio. The applicable margin ranges are:


Term SOFR applicable margin		2.00% - 3.00%
Base Rate applicable margin		1.00% - 2.00%
Commitment fees		0.375% - 0.500%
Letter of credit fees		2.00% - 3.00%

The 2025 Revolving Credit Facility contains certain affirmative and negative covenants customary for similar credit facilities. The 2025 Revolving Credit Facility contains certain financial covenants that require OpCo to maintain as of the last day of each Test Period (as defined in the 2025 Revolving Credit Facility) (a) a consolidated interest coverage ratio of no less than 2.50:1.00; (b) a consolidated net leverage ratio of not more than 5.00:1.00 (subject to a two full quarter step-up period of 5.25:1.00 upon the consummation of a material acquisition); and (c) a consolidated net senior secured leverage ratio of not more than 3.50:1.00. The 2025 Revolving Credit Facility also contains customary events of defaults. The occurrence and continuation of an event of default would permit the Lenders to terminate their commitments to advance loans under the 2025 Revolving Credit Facility, to require immediate repayment of any outstanding loans, including interest accrued, and all other obligations and amounts owed under the 2025 Revolving Credit Facility and to require the outstanding letters of credit to be cash collateralized pursuant to and in accordance with the terms of the 2025 Revolving Credit Facility. As of June 30, 2026, the Company was in compliance with these covenants.

Principal amounts borrowed under the 2025 Revolving Credit Facility may be prepaid from time to time and commitments thereunder may be terminated without premium or penalty. Any principal amounts outstanding on the Maturity Date will become due and payable on such date.

Interest Capitalization

The Company capitalizes interest costs mainly during the construction period of its assets. Upon placing the underlying asset in service, these costs are depreciated over the estimated useful life of the corresponding assets for which interest costs were incurred. During the three and six months ended June 30, 2026, the Company recorded $2.5 million and $7.4 million, respectively, of capitalized interest. During the three and six months ended June 30, 2025, the Company recorded $4.1 million of capitalized interest.

Asset Financing Notes

At the time of the WaterBridge Combination, the Company assumed various secured promissory notes entered into under a Master Equipment Finance Loan and Security Agreement (the “Master Agreement”) by WaterBridge Equity Finance LLC (“WBEF”) in 2023, in each case to finance the purchase of vehicles. The Master Agreement is an uncommitted credit facility whereby the lender may, but is not obligated to, provide loans to the Company for the purpose of purchasing vehicles. Loans borrowed pursuant to the Master Agreement and each promissory note are (a) secured by a first-priority lien on the vehicle(s) financed by such Master Agreement or promissory note, as applicable, and (b) repaid in 36 equal monthly installments.

Insurance Notes

At the time of the WaterBridge Combination, the Company assumed promissory notes from WBEF entered into during 2025 for the payment of insurance premiums with an aggregate principal amount of $11.8 million and an interest rate of 6.49% annually. The notes are payable in eleven monthly installments and will mature on August 1, 2026.

Shareholders’ and Member’s Equity

Shareholders’ Equity

Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the LLC Agreement. Class B shares are not entitled to participate in any dividends the Company’s board of directors may declare.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Dividends and Distributions


(in thousands, except for per share amounts) Cash Dividends	Date of Record	Dividends Paid to Class A Shareholders		Distributions Paid to OpCo Unitholders(1)		Rate Per Share
2026:
First Quarter	March 5, 2026	$	2,163	$	4,010	$	0.05
Second Quarter	June 4, 2026		2,439		3,733	$	0.05
Total		$	4,602	$	7,743

(1)

Excludes the Company.

On August 4, 2026, the Company’s board of directors declared a dividend on our Class A shares of $0.05 per share, payable on September 10, 2026, to shareholders of record as of August 27, 2026, and a corresponding required cash distribution to OpCo unitholders (other than the Company).

Redemptions

During June 2026, Devon WB Holdco LLC, NDB Holdings LLC and Desert Environmental Holdings LLC, redeemed 6,219,186 OpCo Units (together with the cancellation of a corresponding number of Class B shares) for 6,219,186 Class A shares.

Additionally, during June 2026, legacy Desert Environmental Holdings, LLC members redeemed 461,199 OpCo Units (together with the cancellation of a corresponding number of Class B shares) for an equivalent amount of Class A shares.

During May 2026, legacy NDB Holdings LLC members redeemed 1,756,674 OpCo Units (together with the cancellation of a corresponding number of Class B shares) for an equivalent amount of Class A shares.

During March 2026, Elda River Infrastructure WB LLC redeemed 3,750,000 OpCo Units (together with the cancellation of a corresponding number of Class B shares) for an equivalent amount of Class A shares.

Member’s Equity

Prior to the WaterBridge Combination, NDB Intermediate Holdings LLC (the “Sole Member”) was the sole member of NDB Operating and held 100% of the limited liability company interests in NDB Operating. NDB Operating’s limited liability interests were generally consistent with ordinary equity interests. Distributions (including liquidating distributions) were to be made to the Sole Member at a time to be determined by the board of managers of NDB Operating. There were no restrictions on distributions. The Sole Member’s equity account was adjusted for distributions paid to, and additional capital contributions that were made by the Sole Member. All revenues, costs and expenses of NDB Operating were allocated to the Sole Member in accordance with the Amended & Restated Second Limited Liability Company Agreement of NDB Operating, dated June 10, 2020.

Share-Based Compensation

A summary of the Company’s aggregate share-based compensation expense (income) is shown below. Share-based compensation expense related to NDB Incentive Units (as defined below) issued by WaterBridge NDB LLC (“NDB LLC”) and allocated to the Company is recognized as a deemed non-cash contribution to shareholders’ or member’s equity on the consolidated balance sheets. Substantially all share-based compensation expense is included in general and administrative expense on the condensed consolidated statements of operations.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Incentive units	$	835	$	1,058	$	1,660	$	1,382
Restricted share units		1,748		-		3,507		-
Total share-based compensation expense	$	2,583	$	1,058	$	5,167	$	1,382

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

NDB Incentive Units

Management and certain employees participate in an equity-based incentive unit plan consisting of time-based awards of profits interests (the “NDB Incentive Units”) in NDB LLC. A summary of the NDB Incentive Unit activity during the six months ended June 30, 2026, is shown in the following table:


	Incentive Units			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2025		18,380		$	872
Granted		-
Forfeited		(145	)	$	763
Outstanding at June 30, 2026		18,235		$	873		0.8

As of June 30, 2026, remaining unrecognized compensation expense for the NDB Incentive Units was $3.1 million which the Company expects to recognize over a weighted average remaining period of approximately 1.6 years.

Restricted Share Units

Under the WaterBridge Infrastructure LLC Long Term Incentive Plan participants were granted restricted share units (“RSUs”) which are subject to graded vesting generally ranging from one to three years. The fair value of the awards is based on the Company’s Class A share price on the date of grant with compensation expense recognized on a straight-line basis over the applicable vesting period.

A summary of RSU activity during the six months ended June 30, 2026, is shown in the following table:


	RSUs			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2025		884,000		$	22.63
Granted		7,327		$	22.21
Forfeited		(10,709	)	$	22.60
Vested		(1,666	)	$	22.60
Nonvested at June 30, 2026		878,952		$	22.63

As of June 30, 2026, remaining unrecognized compensation expense for the RSUs was $14.5 million which the Company expects to recognize over a weighted average remaining period of approximately 2.2 years.

10.

Earnings Per Share

The Company’s unvested RSUs are deemed to be participating securities; therefore, the Company applies the two-class method for the calculation of basic earnings per share (“EPS”) for the Class A shares. Diluted EPS attributable to Class A shares is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.

Class B shares are considered potentially dilutive of Class A shares because Class B shares are convertible into Class A shares on a one-for-one basis; therefore, the Company applies the if-converted method for the calculation of diluted EPS for the Class A shares.

We determined that the presentation of EPS for the period prior to the IPO would not be meaningful due to the significant nature of the change to the Company’s capital structure as part of the IPO. Therefore, EPS information has not been presented for periods prior to the IPO.

The following table sets forth the computation of basic and diluted EPS attributable to our Class A shares for the three and six months ended June 30, 2026, which represents the period subsequent to the IPO.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements


(in thousands, except for share and per share amounts)	Three Months Ended June 30, 2026		Six Months Ended June 30, 2026
Numerator
Net income	$	14,555	$	24,076
Less: Net income attributable to noncontrolling interest		9,446		15,452
Net income attributable to WaterBridge Infrastructure LLC		5,109		8,624
Less: Earnings allocated to participating securities		91		160
Net income attributable to WaterBridge Infrastructure LLC	$	5,018	$	8,464

Denominator
Weighted average Class A shares outstanding, basic and dilutive		48,757,787		46,337,319

Net income per Class A share, basic and dilutive	$	0.10	$	0.18

Weighted-average Class B shares of 74,698,422 and 77,118,342 were evaluated under the two-class method for potentially dilutive effects and were determined to be anti-dilutive for the three and six months ended June 30, 2026, respectively, and have been excluded from the computation of diluted net income per share. In addition, weighted-average RSUs of 882,690 and 885,163 were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive for the three and six months ended June 30, 2026, respectively, and have been excluded from the computation of diluted net income per share.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

12.

Commitments and Contingencies

On January 7, 2026, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement action from the Railroad Commission of Texas (“RRC”) seeking reimbursement of approximately $6.9 million in expenses incurred by the RRC in connection with the plugging of an orphan well located in proximity to a produced water handling facility operated by WBTO. WBTO filed its response on February 6, 2026, and requested a hearing on the merits. As of August 5, 2026, a hearing date had not been set. While we cannot predict the outcome of this matter, we believe the action is without merit and timing of resolution is uncertain. As of June 30, 2026, the Company has no amounts accrued related to this matter.

The Company records liabilities related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. As any new information becomes available, the Company reassesses the potential liability related to pending litigation. While the results of these litigation matters and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such matters will not have a material impact on the Company’s operating results, financial position or cash flows.

13.

Subsequent Events

On August 4, 2026, OpCo entered into an amendment (the “Amendment”) to the 2025 Revolving Credit Facility to increase its aggregate revolving commitments from $500.0 million to $750.0 million through the exercise in full of the incremental commitment capacity available under the 2025 Revolving Credit Facility. Concurrently, the Amendment re-established an incremental commitment capacity of up to an additional $250.0 million, which may be exercised by OpCo from time to time, subject to the receipt of additional commitments and the satisfaction of the other conditions set forth in the 2025 Revolving Credit Facility.

The Amendment also reduced the applicable margins and letter of credit fees by 0.25%. As amended, borrowings under the 2025 Revolving Credit Facility bear interest, at OpCo’s option, at either (i) Term SOFR plus an applicable margin ranging from 1.75% to 2.75% per annum or (ii) a base rate plus an applicable margin ranging from 0.75% to 1.75% per annum, in each case determined based on the Company’s leverage ratio.

Except as described above, the other material terms of the 2025 Revolving Credit Facility, including the maturity date, the commitment fee and the financial and other covenants, remained unchanged.

WaterBridge Infrastructure LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

On August 4, 2026, the Company entered into a purchase agreement to acquire an environmental waste management facility located in Lea County, New Mexico for total consideration of approximately $189 million. The Company subsequently agreed to sell approximately 560 acres of fee surface underlying the facility to LandBridge for total consideration of $20 million, resulting in net consideration of approximately $169 million for the acquisition. In connection with the sale, the Company will enter into a long-term surface use agreement with LandBridge for continued use of the acreage to support the facility’s operations. The surface use agreement is anticipated to close simultaneously with the facility acquisition, subject to customary closing conditions and receipt of all required consents and approvals. The Company expects the transaction to close during the third quarter of 2026 and to fund the purchase price through a combination of borrowings incurred under the 2025 Revolving Credit Facility and cash on hand.

WaterBridge Equity Finance LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands)

(unaudited)


	Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
Revenues:
Produced water handling	$	80,821		$	155,681
Produced water handling - related party		111			215
Water solutions		3,520			7,018
Other revenues		1,687			3,421
Total revenues		86,139			166,335

Direct operating costs		30,233			60,318
Direct operating costs - related party		1,882			3,197
Depreciation, amortization and accretion		31,916			59,298
Total cost of revenues		64,031			122,813

General and administrative expense		11,253			18,940
Other operating expense, net		1,193			1,628
Operating income		9,662			22,954

Interest expense, net		26,005			54,341
Other income, net		(767	)		(1,537	)
Loss from operations before taxes		(15,576	)		(29,850	)

Income tax expense (benefit)		31			(29	)
Net loss	$	(15,607	)	$	(29,821	)

See accompanying notes to the condensed consolidated financial statements

WaterBridge Equity Finance LLC and Subsidiaries

Condensed Consolidated Statements of Changes in Mezzanine Equity and Members’ Equity

(in thousands)

(unaudited)


	Mezzanine Equity
	Redeemable Series A Preferred Units			Redeemable Series B Preferred Units		Members’ Equity
Balance at December 31, 2024	$	292,723		$	95,000	$	8,254
Preferred distributions accrued		9,300			-		(9,300	)
Preferred distributions paid		(4,436	)		-		-
Deemed non-cash distributions		-			-		1,621
Net loss		-			-		(14,214	)
Balance at March 31, 2025	$	297,587		$	95,000	$	(13,639	)
Preferred distributions accrued		9,413			-		(9,413	)
Preferred distributions paid		(4,436	)		-		-
Distribution to member		-			-		(10	)
Deemed non-cash distributions		-			-		5,776
Net loss		-			-		(15,607	)
Balance at June 30, 2025	$	302,564		$	95,000	$	(32,893	)

See accompanying notes to the condensed consolidated financial statements

WaterBridge Equity Finance LLC and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended June 30, 2025
Cash flows from operating activities
Net loss	$	(29,821	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion		59,298
Amortization of debt issuance costs		4,594
Share-based compensation		7,397
Contractual customer relationships amortization		733
Other		342
Changes in operating assets and liabilities:
Accounts receivable		(6,081	)
Related party accounts receivable		(131	)
Prepaid expenses and other assets		(1,161	)
Accounts payable		1,119
Related party accounts payable		88
Contract liabilities		(484	)
Accrued and other liabilities		(7,912	)
Net cash provided by operating activities		27,981

Cash flows from investing activities
Capital expenditures		(47,236	)
Proceeds from disposal of assets		2,195
Net cash used in investing activities		(45,041	)

Cash flows from financing activities
Distributions paid on Redeemable Series A Preferred Units		(8,872	)
Distributions paid to member		(10	)
Proceeds from debt		15,000
Repayments of debt		(13,178	)
Settlement of contingent consideration		(2,700	)
Deferred offering costs		(843	)
Debt issuance costs		(120	)
Net cash used in financing activities		(10,723	)
Net decrease in cash and cash equivalents		(27,783	)
Cash and cash equivalents - beginning of period		47,887
Cash and cash equivalents - end of period	$	20,104

See accompanying notes to the condensed consolidated financial statements

WaterBridge Equity Finance LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Organization and Nature of Operations

WaterBridge Equity Finance LLC (together with its subsidiaries, the “Company”, “we”, “our”, or “us”) is a Delaware limited liability company headquartered in Houston, Texas that was formed on May 3, 2019. At formation, the Company was indirectly owned by funds affiliated with Five Point Energy Fund I LP and Five Point Energy Fund II LP (collectively, the “Five Point Funds”) and certain members of management. Promptly following its formation, an affiliate of GIC Private Limited, Singapore’s sovereign wealth fund, acquired a 20% indirect interest in the Company via WB 892 LLC (“WB 892”) and, simultaneous therewith, WaterBridge Resources LLC (“WBR”), WaterBridge II LLC (“WB II”) and WaterBridge Co-Invest LLC (“Co-Invest”) contributed all of the issued and outstanding membership interests in and to WaterBridge Holdings LLC (“Holdings”) to the Company. On December 13, 2019, the Company issued 150,000 Series A Preferred Units to Elda River Infrastructure WB LLC (“Elda River”). On August 27, 2020, the Company issued a total of 95,000 Series B Preferred Units to WB 892 and WaterBridge Co-Invest II LLC (“Co-Invest II”). The Five Point Funds held a 76.03% indirect ownership interest in the Company prior to the WaterBridge Combination on September 17, 2025, as set forth in Note 1 — Organization and Nature of Operations, included in Part II, Item 8 of WaterBridge Infrastructure LLC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”).

The Company provides water management solutions through integrated pipeline and water handling networks located in the Southern Delaware Basin in West Texas and the Arkoma Basin in Oklahoma. Through its networks, the Company gathers, transports, treats, recycles, stores and/or handles water produced from oil and gas exploration and production (“E&P”) activities. As part of the water handling process, the Company separates, recovers and sells skim oil. The Company also sells brackish water to E&P companies for use in drilling and completion operations. The Company’s assets consist of produced water handling facilities, water pipeline systems and related facilities, brackish water wells and water ponds. The water handling activities are generally supported by long-term, fixed-fee contracts and acreage dedications. The Company also provides gas transportation services in the Arkoma Basin.

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in our 2025 Form 10-K, which present the financial statements for the period from January 1, 2025 through September 16, 2025, the date immediately preceding the WaterBridge Combination. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated. When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation.

All of the Company’s subsidiaries are wholly owned, either directly or indirectly through wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. There were no variable interest entities for any periods presented herein. Basic and diluted net income per common unit is not presented since the ownership structure of the Company is not a common unit of ownership.

On occasion, the Company, through its wholly-owned subsidiaries, enters into joint operating agreements (“JOA”) pursuant to which third parties receive non-operating undivided interests in one or more produced water handling facilities and related assets subject to the JOA. The undivided interest owners (i) receive their proportionate share of revenue and (ii) pay for their proportionate share of all costs and expenses incurred in drilling, equipping, installing and operating the JOA assets. The JOAs are not separate legal entities; rather, each undivided interest received by the parties to the JOA is an undivided ownership interest in the applicable assets. The Company records its undivided interests related to these JOAs and records revenues and expenses related to these disposal activities on a net basis as part of revenues and costs and expenses. JOA revenues and costs and expenses are subject to audit by all non-operating parties, or such other entity that the non-operator authorizes to conduct the audit, generally limited to the preceding two years following the end of a calendar year.

Segment Information

The Company operated in a single operating and reportable segment. All of our assets are located in the United States. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, defined characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) in making decisions, on how to allocate resources and assess performance. The Company is managed as a whole rather than through discrete operating segments. Our executive team is organized by function, rather than legal entity, with no business component

WaterBridge Equity Finance LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

manager reporting directly to the CODM. Allocation of resources is made on a project basis across the Company without regard to geographic area, and considers, among other things, return on investment, current market conditions, including commodity prices and market supply, availability of services and human resources and contractual commitments. The Company’s Chief Executive Officer is the CODM who allocates resources and assesses performance based upon financial information at the consolidated level. The financial measure regularly provided to the CODM that is most consistent with U.S. GAAP is net income (loss), as presented on the condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheet as total assets. Total expenditures for additions to long-lived assets is reported on the condensed consolidated statements of cash flows. The Company presents all of its significant segment expenses and other metrics which are regularly provided to the CODM and used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in the condensed consolidated statements of operations. The CODM does not receive additional expenses other than those presented within the condensed consolidated statements of operations.

Significant Accounting Policies

The significant accounting policies applicable to the Company’s operations during the three and six months ended June 30, 2025 were consistent with the accounting policies discussed in Note 2 — Summary of Significant Accounting Policies included in Part II, Item 8 of our 2025 Form 10-K.

Additional Financial Statement Information

Statements of Operations information is as follows:


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Produced water handling revenues	$	74,839	$	143,580
Skim oil revenues		6,093		12,316
Total produced water handling revenues	$	80,932	$	155,896

For the three and six months ended June 30, 2025, the Company had $28.2 million and $51.8 million in depreciation expense, respectively, associated with property, plant and equipment.

Supplemental cash flow information is as follows:


	Six Months Ended June 30, 2025
Supplemental cash flow information:
Cash paid for interest	$	53,018

Non-cash investing and financing activities:
Capital expenditures in accounts payable and accrued liabilities	$	18,108
Asset financing	$	1,146
Asset retirement obligation additions	$	284

Litigation: On April 3, 2025, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement notice from the Railroad Commission of Texas (“RRC”) seeking reimbursement of approximately $6.9 million in expenses incurred by the RRC in connection with the plugging of an orphan well located in proximity to a produced water handling facility operated by WBTO. On January 7, 2026, WBTO received an enforcement action from the RRC related to such matter. WBTO filed its response on February 6, 2026 and requested a hearing on the merits. As of August 5, 2026, a hearing date had not been set. While we cannot predict the outcome of this matter, we believe the action is without merit and timing of resolution is uncertain. The Company has no amounts accrued related to this matter.

Performance Incentives: During the three and six months ended June 30, 2025, the Company made $2.1 million and $2.7 million in incentive payments, respectively, under a performance-based contingent consideration arrangement entered into as part of a December 2022 asset acquisition. No other activity occurred under this arrangement during the period.

WaterBridge Equity Finance LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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

WaterBridge Equity Finance LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and the accompanying unaudited condensed consolidated financial statements (“Financial Statements”) and notes thereto in Part I, Item 1. “Financial Statements” of this Quarterly Report. The historical financial information presented reflects only the historical financial results of NDB Operating, one of our predecessors for SEC reporting purposes, and its subsidiaries for periods prior to September 17, 2025, and to WaterBridge and its subsidiaries for periods after such date. Separate historical results of WaterBridge Equity Finance LLC, a former Delaware limited liability company (“WBEF”), our other SEC reporting predecessor, are presented following the historical financial results of the Company.

The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may be outside our control and may affect our future results of operations, cash flows and financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, which include those factors discussed below and elsewhere in this Quarterly Report, particularly in the sections titled “Part I — Item 1.A. Risk Factors” in the 2025 Form 10-K and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, actual results may differ materially from such forward-looking statements. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

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 E&P companies under long-term contracts, which include gathering, transporting, recycling and handling produced water. Our synergistic relationship with 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 serve our customers primarily under long-term, fixed-fee contracts that contain acreage dedications or MVCs. Many of our long-term, fixed-fee contracts also include areas of mutual interest 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 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.

Recent Developments

Except as described above, the other material terms of the 2025 Revolving Credit Facility, including the maturity date, the commitment fee and the financial and other covenants, remained unchanged.

consents and approvals. The sale of the land to LandBridge, including the valuation and the surface use agreement, was approved by a conflicts committee of the Company’s board of directors consisting entirely of independent directors. The Company expects the transaction to close during the third quarter of 2026 and to fund the transaction through a combination of borrowings incurred under the 2025 Revolving Credit Facility and cash on hand.

Subsequent to quarter end, in July 2026, the Company commenced accepting produced water volumes into the Speedway Phase I Pipeline project, with produced water volumes on track to continue increasing through third quarter 2026.

Market Condition and Outlook

The global economy and the oil and natural gas industry have continued to face substantial volatility. This has been driven by geopolitical conflicts, domestic political uncertainties, potential U.S. and foreign tariffs, evolving international trade policies and conflicts, OPEC+ production decisions, persistent elevated inflation, higher interest rates and capital costs and continued industry consolidation. In particular, the war between the United States and Iran has driven significant commodity price and inflation volatility during the first half of 2026. Sustained disruption in the Strait of Hormuz, a key global oil and petrochemical chokepoint, could materially increase commodity prices and shipping costs, while further de-escalation could cause prices to decline – either outcome may influence E&P operators’ drilling and production decisions. Given the unresolved nature of the Iran War, we cannot predict the extent or duration of related volatility or its ultimate impact on our business. Additionally, commodity price volatility directly impacts E&P operators’ development plans, rig counts and overall activity levels. Elevated interest rates and a stronger U.S. dollar have also increased capital costs, which may further temper E&P operators’ spending despite elevated commodity prices.

Broader macroeconomic and policy developments, and shifts in international trade policies (such as the imposition of tariffs or product restrictions), could impair our customers’ ability to secure raw materials, equipment or financing. This, in turn, may reduce their operational activity on or around our surface acreage in the Delaware Basin. Any escalation in U.S. trade disruptions or retaliatory measures from other nations could further adversely affect demand for our produced water handling and other water management services.

Despite these challenges, we believe the outlook for energy and infrastructure development, particularly within the Permian Basin, remains positive. Notwithstanding volatility from the Iran War and broader geopolitical conditions, E&P activity in the Permian Basin, including the Delaware Basin, has remained largely resilient given favorable well economics. This continued development may be aided by President Trump’s various Executive Orders relating to energy production, which include expedited approvals for energy resource infrastructure as well as the removal of various impediments to the development of domestic energy resources, including oil and gas. 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.

Second Quarter Results

Significant financial and operating highlights for the second quarter of 2026 include:

•

Revenues of $217.8 million, an increase of 128% as compared to the second quarter of 2025;

•

Net income of $14.6 million, an increase of 104% as compared to the second quarter of 2025;

•

Net income margin of 7% compared to 7% in the second quarter of 2025;

•

Adjusted EBITDA(1) of $115.8 million, an increase of 185% as compared to the second quarter of 2025;

•

Adjusted EBITDA Margin(1) of 53%, an increase of 25% as compared to the second quarter of 2025;

•

Gross Margin of $58.1 million, an increase of 128% as compared to the second quarter of 2025;

•

Adjusted Operating Margin(1) of $124.1 million, an increase of 166% as compared to the second quarter of 2025;

•

Total produced water handling volumes(2) of 2,598 MBbl per day, an increase of 114% as compared to the second quarter of 2025; and,

•

Total water solutions volumes of 361 MBbl per day, an increase of 71% as compared to the second quarter of 2025.

(1)

Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Margin are non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” for more information regarding these non-GAAP financial measures and reconciliations to the most comparable GAAP measures.

(2)

Total produced water handling volumes exclude skim oil volumes.

Results of Operations

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

WaterBridge Infrastructure LLC


	Three Months Ended June 30,					Amount of Increase			Percentage
(in thousands)	2026		2025			(Decrease)			Change
Revenues:
Produced water handling	$	197,631	$	89,158		$	108,473			122	%
Water solutions		9,318		6,315			3,003			48	%
Other revenues		10,823		39			10,784			27,651	%
Total revenues		217,772		95,512			122,260			128	%

Direct operating costs		87,549		48,871			38,678			79	%
Depreciation, depletion, amortization and accretion		72,100		21,148			50,952			241	%
Total cost of revenues		159,649		70,019			89,630			128	%

General and administrative expense		17,682		7,583			10,099			133	%
Other operating expense, net		173		740			(567	)		(77	)%
Operating income		40,268		17,170			23,098			135	%

Interest expense, net		22,708		10,168			12,540			123	%
Other expense (income), net		794		(133	)		927			(697	)%
Income before income taxes		16,766		7,135			9,631			135	%
Income tax expense		2,211		10			2,201			22,010	%
Net income	$	14,555	$	7,125		$	7,430			104	%

Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provides operational and financial data by revenue stream for the periods indicated.


	Three Months Ended June 30,				Amount of Increase			Percentage
	2026		2025		(Decrease)			Change
Volumes: (MBbl/d)
Produced water handling (1)		2,598		1,213		1,385			114	%
Water solutions
Recycled produced water		328		177		151			85	%
Brackish water		33		34		(1	)		(3	)%
Total water solutions		361		211		150			71	%
Total		2,959		1,424		1,535			108	%

Operating metrics: ($/Bbl) (2)
Produced water handling	$	0.83	$	0.81	$	0.02			2	%
Water solutions	$	0.28	$	0.33	$	(0.05	)		(15	)%
Total revenues (3)	$	0.77	$	0.74	$	0.03			4	%
Direct operating costs	$	0.33	$	0.38	$	(0.05	)		(13	)%
Gross margin (4)	$	0.22	$	0.20	$	0.02			10	%
Adjusted Operating Margin (5)	$	0.46	$	0.36	$	0.10			28	%

(1)

Produced water handling volumes exclude skim oil volumes.

(2)

Operating metrics ($/Bbl) are calculated independently. Therefore, the sum of individual amounts may not equal the total presented due to rounding.

(3)

Total revenues ($/Bbl) exclude Other revenues.

(4)

Gross margin ($/Bbl) is calculated as Total revenues less Total cost of revenues.

(5)

Adjusted Operating Margin ($/Bbl) is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” for more information regarding these non-GAAP financial measures and reconciliations to the most comparable GAAP measures.

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.


	Three Months Ended June 30,						Amount of Increase			Percentage
	2026			2025			(Decrease)			Change
Skim oil volumes (Bbl/d)		2,337			1,650			687			42	%
Skim oil realization (1)		0.09	%		0.14	%		(0.05	)%		(36	)%
Skim oil realized price ($/Bbl) (2)	$	94.24		$	57.73		$	36.51			63	%

(1)

Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)

Realized skim oil pricing is net of certain industry customary deductions.

Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.


	Three Months Ended June 30,				Amount of Increase		Percentage
Revenues (in thousands):	2026		2025		(Decrease)		Change
Produced water handling revenues	$	177,590	$	80,491	$	97,099		121	%
Skim oil revenues		20,041		8,667		11,374		131	%
Total produced water handling revenues	$	197,631	$	89,158	$	108,473		122	%

Unit prices: ($/Bbl)
Produced water handling revenues	$	0.75	$	0.73	$	0.02		3	%
Skim oil revenues (1)	$	0.08	$	0.08	$	-		0	%
Total produced water handling revenues	$	0.83	$	0.81	$	0.02		2	%

(1)

Skim oil unit price is calculated as skim oil revenue divided by produced water handling volumes.

Produced water handling revenues increased $108.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily attributable to:

•

an increase of $24.9 million due to a 376 MBbl/d volume increase driven primarily by continued development of the East Stateline assets acquired in May 2024 and increased organic commercial growth and completion activity in the Stateline area. Additionally, there was an increase of $3.4 million due to higher realized unit prices for produced water volumes handled related to composition of customer volume and contracts;

•

an increase of $5.2 million in skim oil revenues primarily due to higher oil commodity prices; and

•

an increase of $68.7 million due to a 1,010 MBbl/d volume increase and an increase of $6.3 million in skim oil revenues due to the WaterBridge Combination.

Water Solutions Revenues

Water solutions revenues increased $3.0 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily attributable to:

•

an increase of $3.3 million due to a 129 MBbl/d treated water volume increase and a 10 MBbl/d untreated water volume increase attributable to higher demand used in conjunction with upstream drilling and completion activity;

•

a decrease of $0.6 million due to a 11 MBbl/d brackish water volume decrease related to lower customer demand; and

•

an increase of $0.4 million due to a 9 MBbl/d brackish water volume increase due to the WaterBridge Combination.

Other revenues. Other revenues increased $10.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily attributable to solid waste management and reclamation revenues of $9.8 million and natural gas transport revenue of $1.0 million attributable to the WaterBridge Combination.

Direct operating costs. Direct operating costs increased $38.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 of which $30.3 million was related to the assets acquired in the WaterBridge Combination. The remaining increase of $8.4 million was primarily attributable to an increase of $17.2 million attributable to higher produced water handling and water solution volumes related to commercial growth partially offset by a decrease of $8.8 million, or $0.05 per barrel, in direct operating costs per barrel. The decrease in per unit costs were primarily driven by lower site utilities due to a reduction of temporary power as permanent infrastructure was placed in service, cost optimization and vertical integration associated with the WaterBridge Combination related to waste trucking and disposal and lower third-party offload services as pipeline capacity or disposal constraints were alleviated.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased $51.0 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase is primarily attributable to $46.9 million in depreciation, amortization and depletion expense associated with property, plant and equipment and intangible assets acquired in the WaterBridge Combination and $3.8 million in depreciation expense related to continued high levels of capital investment activity in produced water handling infrastructure subsequent to June 30, 2025.


	Three Months Ended June 30,				Amount of Increase		Percentage
	2026		2025		(Decrease)		Change
General and administrative expense, excluding share-based compensation expense	$	15,267	$	6,595	$	8,672		131	%
Share-based compensation expense		2,415		988		1,427		144	%
Total general and administrative expense	$	17,682	$	7,583	$	10,099		133	%

General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased $8.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily attributable to higher personnel-related expenses of $11.2 million, professional services for tax, audit, compliance and legal of $2.2 million, IT and facility expenses of $1.8 million, and other expenses of $1.2 million. These increases were partially offset by lower allocation of corporate shared services costs of $7.7 million. As a result of the WaterBridge Combination, the Company incurred significant direct costs, whereas prior to the WaterBridge Combination the Company received the majority of its general and administrative expenses through a corporate shared service allocation.

Share-based compensation expense. Share-based compensation expense increased $1.4 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase is primarily attributable to amortization of restricted share units (“RSUs”) of $1.6 million.


	Three Months Ended June 30,						Amount of Increase			Percentage
	2026			2025			(Decrease)			Change(1)
Interest on debt	$	23,987		$	13,120		$	10,867			83	%
Amortization of debt issuance costs		1,044			1,044			-			0	%
Commitment fees		390			64			326			509	%
Total interest cost		25,421			14,228			11,193			79	%
Capitalized interest		(2,528	)		(4,060	)		1,532			(38	%)
Interest income		(185	)		-			(185	)	NM
Total interest expense, net	$	22,708		$	10,168		$	12,540			123	%

(1)

NM - Not meaningful.

Interest expense, net. Interest expense, net, increased $12.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily attributable to higher interest of $19.2 million due to a higher weighted average debt balance of $912.9 million, primarily associated with the WaterBridge Combination, partially offset by lower interest of $8.5 million due to a lower weighted average interest rate resulting from the debt refinancing completed in October 2025.

Income tax expense. Income tax expense increased $2.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily due to $1.8 million of corporate income tax expense attributable to the Company being subject to U.S. federal, state or local income tax for periods subsequent to the initial public offering in September 2025, and an increase in state franchise tax of $0.4 million.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

WaterBridge Infrastructure LLC


	Six Months Ended June 30,						Amount of Increase			Percentage
(in thousands)	2026			2025			(Decrease)			Change
Revenues:
Produced water handling	$	379,568		$	174,221		$	205,347			118	%
Water solutions		18,332			17,973			359			2	%
Other revenues		20,849			1,228			19,621			1,598	%
Total revenues		418,749			193,422			225,327			116	%

Direct operating costs		171,387			90,820			80,567			89	%
Depreciation, amortization and accretion		141,047			42,186			98,861			234	%
Total cost of revenues		312,434			133,006			179,428			135	%

General and administrative expense		34,493			14,175			20,318			143	%
(Gain) loss on disposal of assets, net		(66	)		11,691			(11,757	)		(101	)%
Other operating expense, net		1,164			1,665			(501	)		(30	)%
Operating income		70,724			32,885			37,839			115	%

Interest expense, net		42,700			24,225			18,475			76	%
Other expense (income), net		682			(265	)		947			(357	)%
Income before income taxes		27,342			8,925			18,417			206	%
Income tax expense		3,266			89			3,177			3,570	%
Net income	$	24,076		$	8,836		$	15,240			172	%

Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provides operational and financial data by revenue stream for the periods indicated.


	Six Months Ended June 30,				Amount of Increase			Percentage
	2026		2025		(Decrease)			Change
Volumes: (MBbl/d)
Produced water handling (1)		2,530		1,205		1,325			110	%
Water solutions
Recycled produced water		273		241		32			13	%
Brackish water		43		53		(10	)		(19	)%
Total water solutions		316		294		22			7	%
Total		2,846		1,499		1,347			90	%

Operating metrics: ($/Bbl) (2)
Produced water handling	$	0.83	$	0.79	$	0.04			5	%
Water solutions	$	0.32	$	0.34	$	(0.02	)		(6	)%
Total revenues (3)	$	0.77	$	0.71	$	0.06			8	%
Direct operating costs	$	0.33	$	0.33	$	-			0	%
Gross margin (4)	$	0.21	$	0.22	$	(0.01	)		(5	)%
Adjusted Operating Margin (5)	$	0.46	$	0.38	$	0.08			21	%

(1)

Produced water handling volumes exclude skim oil volumes.

(2)

Operating metrics ($/Bbl) are calculated independently. Therefore, the sum of individual amounts may not equal the total presented due to rounding.

(3)

Total revenues ($/Bbl) exclude Other revenues.

(4)

Gross margin ($/Bbl) is calculated as Total revenues less Total cost of revenues.

(5)

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.


	Six Months Ended June 30,						Amount of Increase			Percentage
	2026			2025			(Decrease)			Change
Skim oil volumes (Bbl/d)		2,468			1,494			974			65	%
Skim oil realization (1)		0.10	%		0.12	%		(0.02	)%		(17	)%
Skim oil realized price ($/Bbl) (2)	$	83.00		$	60.48		$	22.52			37	%

(1)

Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)

Realized skim oil pricing is net of certain industry customary deductions.

Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.


	Six Months Ended June 30,				Amount of Increase		Percentage
Revenues (in thousands):	2026		2025		(Decrease)		Change
Produced water handling revenues	$	342,495	$	157,862	$	184,633		117	%
Skim oil revenues		37,073		16,359		20,714		127	%
Total produced water handling revenues	$	379,568	$	174,221	$	205,347		118	%

Unit prices: ($/Bbl)
Produced water handling revenues	$	0.75	$	0.72	$	0.03		4	%
Skim oil revenues (1)	$	0.08	$	0.07	$	0.01		13	%
Total produced water handling revenues	$	0.83	$	0.79	$	0.04		5	%

(1)

Skim oil unit price is calculated as skim oil revenue divided by produced water handling volumes.

Produced water handling revenues increased $205.3 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily attributable to:

•

an increase of $39.6 million due to a 302 MBbl/d volume increase, driven primarily by continued development of the East Stateline assets acquired in May 2024 and increased organic commercial growth and completion activity in the Stateline area. Additionally, there was an increase of $5.5 million related to higher realized unit prices for produced water volumes handled related to composition of customer volume and contracts;

•

an increase of $7.8 million in skim oil revenues primarily due to a $6.4 million increase related to higher commodity prices and $1.4 million related to increased produced water handling volume; and

•

an increase of $139.5 million due to a 1,022 MBbl/d volume increase and an increase of $12.9 million in skim oil revenues due to the WaterBridge Combination.

Water Solutions Revenues

Water solutions revenues increased $0.4 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily attributable to:

•

an increase of $1.3 million due to an increase of 50 MBbl/d treated recycled water volume, partially offset by a decrease of 24 MBbl/d untreated recycled water volume. The overall volume increase was primarily attributable to higher demand for treated recycled water used in conjunction with upstream drilling and completion activity. Additionally, there was an increase of $1.4 million related to recycled water realized unit price attributable to higher treated recycled water sales;

•

a decrease of $1.8 million due to a decrease of 14 MBbl/d brackish water volume related to lower customer demand and a decrease of $0.7 million related to a lower realized price for brackish water; and

•

an increase of $0.2 million due to brackish water volume increase due to the WaterBridge Combination.

Other revenues. Other revenues increased $19.6 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily attributable to solid waste management and reclamation revenues of $18.7 million and natural gas transport revenue of $2.1 million attributable to the WaterBridge Combination, partially offset by the divestment of crude gathering and transportation assets in March 2025 resulting in lower revenue of $1.1 million.

Direct operating costs. Direct operating costs increased $80.6 million, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 of which $61.0 million was related to the assets acquired in the WaterBridge Combination. The remaining increase of $19.6 million was primarily attributable to an increase of $19.1 million attributable to higher produced water handling and water solution volumes related to commercial growth. Direct operating cost per barrel nominally increased by less than $0.01/bbl contributing an additional $0.5 million related to various operating expenses.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased $98.9 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase is primarily attributable to $91.7

million in depreciation, amortization and depletion expense associated with property, plant and equipment and intangible assets acquired in the WaterBridge Combination and $6.8 million in depreciation expense related to continued high levels of capital investment activity in produced water handling infrastructure subsequent to June 30, 2025.


	Six Months Ended June 30,				Amount of Increase		Percentage
	2026		2025		(Decrease)		Change
General and administrative expense, excluding share-based compensation expense	$	29,704	$	12,891	$	16,813		130	%
Share-based compensation expense		4,789		1,284		3,505		273	%
Total general and administrative expense	$	34,493	$	14,175	$	20,318		143	%

General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $16.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily attributable to higher personnel-related expenses of $21.9 million, professional services for tax, audit, compliance and legal of $3.8 million, IT and facility expenses of $3.4 million, and other expenses of $3.0 million. These increases were partially offset by lower allocation of corporate shared services costs of $15.3 million. As a result of the WaterBridge Combination, the Company incurred significant direct costs, whereas prior to the WaterBridge Combination the Company received the majority of its general and administrative expenses through a corporate shared service allocation.

Share-based compensation expense. Share-based compensation expense increased $3.5 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase is primarily attributable to amortization of restricted share units (“RSUs”) of $3.2 million.

Loss (gain) on disposal of assets. Loss (gain) on disposal of assets decreased $11.8 million primarily due to the sale of crude gathering and transportation assets during the six months ended June 30, 2025 as compared to no such material sales of assets during the six months ended June 30, 2026.


	Six Months Ended June 30,						Amount of Increase			Percentage
	2026			2025			(Decrease)			Change(1)
Interest on debt	$	47,506		$	26,002		$	21,504			83	%
Amortization of debt issuance costs		2,070			2,138			(68	)		(3	)%
Commitment fees		972			145			827			570	%
Total interest cost		50,548			28,285			22,263			79	%
Capitalized interest		(7,422	)		(4,060	)		(3,362	)		83	%
Interest income		(426	)		-			(426	)	NM
Total interest expense, net	$	42,700		$	24,225		$	18,475			76	%

(1)

NM - Not meaningful.

Interest expense, net. Interest expense, net, increased $18.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily attributable to higher interest of $37.3 million due to a higher weighted average debt balance of $884.8 million, partially offset by lower interest of $16.2 million due to a lower weighted average interest rate as result of the debt refinancing completed in October 2025. Additionally, capitalized interest increased $3.4 million related to the development of Speedway Phase I produced water handling infrastructure projects.

Income tax expense. Income tax expense increased $3.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily due to a $2.7 million increase of corporate income tax expense attributable to the Company being subject to U.S. federal, state or local income tax for periods subsequent to the initial public offering in September 2025, and an increase in state franchise tax of $0.5 million.

Three and Six Months Ended June 30, 2025

WaterBridge Equity Finance LLC


	Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
(in thousands)
Revenues:
Produced water handling	$	80,932		$	155,896
Water solutions		3,520			7,018
Other revenues		1,687			3,421
Total revenues		86,139			166,335

Direct operating costs		32,115			63,515
Depreciation, amortization and accretion		31,916			59,298
Total cost of revenues		64,031			122,813

General and administrative expense		11,253			18,940
Other operating expense, net		1,193			1,628
Operating income		9,662			22,954

Interest expense, net		26,005			54,341
Other income, net		(767	)		(1,537	)
Loss from operations before taxes		(15,576	)		(29,850	)

Income tax expense (benefit)		31			(29	)
Net loss	$	(15,607	)	$	(29,821	)

Operating Metrics

The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.

The table below provides operational and financial data by revenue stream for the periods indicated.


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Volumes: (MBbl/d)
Produced water handling (1)		1,162		1,117
Water solutions
Recycled produced water		49		73
Brackish water		27		21
Total water solutions		76		94
Total		1,238		1,211

Operating metrics: ($/Bbl) (2)
Produced water handling	$	0.77	$	0.77
Water solutions	$	0.51	$	0.41
Total revenues (3)	$	0.75	$	0.74
Direct operating costs	$	0.29	$	0.29
Gross margin (4)	$	0.20	$	0.20

(1)

Produced water handling volumes exclude skim oil volumes.

(2)

Operating metrics ($/Bbl) are calculated independently. Therefore, the sum of individual amounts may not equal the total presented due to rounding.

(3)

Total revenues ($/Bbl) exclude Other revenues.

(4)

Gross margin ($/Bbl) is calculated as Total revenues less Total cost of revenues.

The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.


	Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
Skim oil volumes (Bbl/d)		1,104			1,065
Skim oil realization (1)		0.09	%		0.10	%
Skim oil realized price ($/Bbl) (2)	$	60.66		$	63.92

(1)

Skim oil realization is calculated as skim oil revenue divided by produced water handling volumes.

(2)

Realized skim oil pricing is net of certain industry customary deductions.

Revenues

Produced Water Handling Revenues

The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
Revenues (in thousands):
Produced water handling revenues	$	74,839	$	143,580
Skim oil revenues		6,093		12,316
Total produced water handling revenues	$	80,932	$	155,896

Unit prices: ($/Bbl)
Produced water handling revenues	$	0.71	$	0.71
Skim oil revenues (1)	$	0.06	$	0.06
Total produced water handling revenues	$	0.77	$	0.77

(1)

Skim oil unit price is calculated as skim oil revenue divided by produced water handling volumes.

Produced water handling revenues for the three months ended June 30, 2025 consisted of:

•

$74.8 million of produced water handling revenues attributable to produced water handling volumes of 1,162 MBbl/d and a realized unit price per barrel of $0.71; and

•

$6.1 million of skim oil revenues attributable to skim oil volume of 1.1 MBbl/d and a realized unit price per barrel of $60.66.

Produced water handling revenues for the six months ended June 30, 2025 consisted of:

•

$143.6 million of produced water handling revenues attributable to produced water handling volumes of 1,117 MBbl/d and a realized unit price per barrel of $0.71; and

•

$12.3 million of skim oil revenues attributable to skim oil volume of 1.1 MBbl/d and a realized unit price per barrel of $63.92.

Water Solutions Revenues

Water solutions revenues for the three months ended June 30, 2025 consisted of:

•

$1.7 million of recycled water revenues attributable to treated and untreated recycled water of 49 MBbl/d and a realized unit price per barrel of $0.38; and

•

$1.8 million of brackish water revenues attributable to brackish water volume of 27 MBbl/d and a realized unit price per barrel of $0.76.

Water solutions revenues for the six months ended June 30, 2025 consisted of:

•

$4.6 million of recycled water revenues attributable to treated and untreated recycled water of 72 MBbl/d and a realized unit price per barrel of $0.35; and

•

$2.4 million of brackish water revenues attributable to brackish water volume of 21 MBbl/d and a realized unit price per barrel of $0.62.

Other revenues. Other revenues for the three and six months ended June 30, 2025 consisted of $1.7 million and $3.4 million, respectively, in gas transportation revenues.

Direct operating costs. Direct operating costs for the three months ended June 30, 2025 were attributable to personnel-related expenses of $5.6 million, site utilities and power of $5.4 million, repairs and maintenance of $4.7 million, royalty expense of $4.3 million, chemicals and well intervention of $4.0 million, waste disposal and trucking expenses of $3.7 million, insurance and property taxes of $2.8 million and other expenses of $1.6 million. Direct operating costs for the six months ended June 30, 2025 were attributable to personnel-related expenses of $11.3 million, site utilities and power of $11.2 million, royalty expense of $8.8 million, repairs and maintenance of $8.4 million, chemicals and well intervention of $8.2 million, waste disposal and trucking expenses of $7.5 million, insurance and property taxes of $5.5 million and other expenses of $2.6 million.

Depreciation, amortization and accretion. Depreciation, amortization and accretion expense for the three months ended June 30, 2025 consisted of $28.2 million of depreciation expense related to straight-line depreciation of property, plant and equipment, $3.5 million of amortization expense related to amortization of intangible assets and $0.2 million of accretion expense related to asset retirement obligations. Depreciation, amortization and accretion expense for the six months ended June 30, 2025 consisted of $51.8 million of depreciation expense related to straight-line depreciation of property, plant and equipment, $6.9 million of amortization expense related to amortization of intangible assets and $0.6 million of accretion expense related to asset retirement obligations.


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025
General and administrative expense, excluding share-based compensation expense	$	5,477	$	11,543
Share-based compensation expense		5,776		7,397
Total general and administrative expense	$	11,253	$	18,940

General and administrative expense. General and administrative expense, excluding share-based compensation expense for the three months ended June 30, 2025 consisted of $9.2 million of personnel-related expenses, $2.0 million of office facility and IT-related expenses, $0.6 million of professional services fees primarily related to audit and tax services and $0.9 million of other general and administrative expenses partially offset by corporate shares services allocation to other related operating entities of $7.1 million. General and administrative expense, excluding share-based compensation expense for the six months ended June 30, 2025 consisted of to $19.3 million of personnel-related expenses, $3.8 million office facility and IT-related expenses, $1.3 million of professional services fees primarily related to audit and tax services and $1.6 million of other general and administrative expenses partially offset by corporate shares services allocation to other related operating entities of $14.5 million.

Share-based compensation expense. Share-based compensation expense of $5.8 million and $7.4 million for the three and six months ended June 30, 2025, respectively, reflected fair value remeasurements of incentive units in WaterBridge Resources LLC and WaterBridge II LLC that were accounted for as liability awards.

Other operating expense, net. Other operating expense, net of $1.2 million and $1.6 million for the three and six months ended June 30, 2025, respectively, consisted of costs related to abandoned capital projects and acquisition-related costs associated with the WaterBridge Combination.

Interest expense, net. Interest expense, net, for the three and six months ended June 30, 2025 were attributable to the following:


	Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
Interest expense on credit facilities	$	26,237		$	52,263
Amortization of debt issuance costs		2,307			4,594
Commitment fees		125			250
Interest on other		155			378
Total interest cost		28,824			57,485
Interest income		(155	)		(480	)
Capitalized interest on credit facilities		(2,664	)		(2,664	)
Total interest expense, net	$	26,005		$	54,341

The weighted average interest rate during the three and six months ended June 30, 2025 were 9.06% and 9.07%, respectively, and the weighted average debt balance was $1.1 billion as of June 30, 2025, attributable entirely to the term loan.

Non-GAAP Financial Measures

We use certain non-GAAP performance measures to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with GAAP. Although these non-GAAP financial measures are important factors in assessing our operating results and profitability, they should not be considered in isolation or as a substitute for net income or gross margin or any other measures presented under GAAP.

Management believes Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Margin and Adjusted Operating Margin per Barrel, as defined below, are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. We define Adjusted EBITDA as net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share-based compensation; non-recurring transaction-related expenses; litigation settlements and expenses incurred outside of the ordinary course of business; debt modification and extinguishment costs; gains or losses on disposal of assets; and other non-cash or non-recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired.

The following table sets forth a reconciliation of net income and net income margin as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated.


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Net income	$	14,555		$	7,125		$	24,076		$	8,836
Adjustments:
Depreciation, depletion, amortization and accretion		72,100			21,148			141,047			42,186
Interest expense, net		22,708			10,168			42,700			24,225
Income tax expense		2,211			10			3,266			89
EBITDA	$	111,574		$	38,451		$	211,089		$	75,336
Adjustments:
Share-based compensation - RSUs		1,748			-			3,507			-
TRA remeasurement loss		3,236			-			3,236			-
Share-based compensation - NDB Incentive Units		835			1,058			1,660			1,382
Transaction-related expenses(1)		211			550			434			881
Temporary power costs		-			-			352			434
Loss (gain) on disposal of assets, net		8			19			(66	)		11,628
Other(2)		(1,846	)		490			(1,502	)		1,020
Adjusted EBITDA	$	115,766		$	40,568		$	218,710		$	90,681

Total revenues	$	217,772		$	95,512		$	418,749		$	193,422
Net income margin		7	%		7	%		6	%		5	%
Adjusted EBITDA Margin		53	%		42	%		52	%		47	%

(1)

Transaction-related expenses consist of non-capitalizable transaction costs associated with the Ranger Water Midstream acquisition, corporate reorganization and non-capitalizable initial public offering related charges.

(2)

Other consists of abandoned well costs, abandoned project costs and other non-cash or non-recurring items.

Adjusted Operating Margin and Adjusted Operating Margin per Barrel

Adjusted Operating Margin and Adjusted Operating Margin per Barrel are dependent upon the volume of produced water we gather and handle, the volume of recycled water and brackish water we sell and transfer, the fees we charge for such services and the recurring operating expenses we incur to perform such services. We define Adjusted Operating Margin as gross margin plus depreciation,

depletion, amortization and accretion excluding other revenues and cost of other revenues not associated with our produced water handling and water solution revenue streams. We define Adjusted Operating Margin per Barrel as Adjusted Operating Margin divided by total volumes handled, sold or transferred.

The following table sets forth a reconciliation of gross margin and gross margin per barrel as determined in accordance with GAAP to Adjusted Operating Margin and Adjusted Operating Margin per Barrel for the periods indicated.


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per barrel data)	2026			2025			2026			2025
Total revenues	$	217,772		$	95,512		$	418,749		$	193,422
Cost of revenues		(159,649	)		(70,019	)		(312,434	)		(133,006	)
Gross margin		58,123			25,493			106,315			60,416
Less: Other revenues		(10,823	)		(39	)		(20,849	)		(1,228	)
Less: Cost of other revenues(1)		4,705			21			8,941			776
Depreciation, depletion, amortization, and accretion		72,100			21,148			141,047			42,186
Adjusted Operating Margin	$	124,105		$	46,623		$	235,454		$	102,150
Total volumes(2) (MBbls)		269,311			129,549			515,061			271,244
Gross margin ($/Bbl)	$	0.22		$	0.20		$	0.21		$	0.22
Adjusted Operating Margin ($/Bbl)	$	0.46		$	0.36		$	0.46		$	0.38

(1)

Cost of other revenues includes direct operating costs associated with our environmental waste management, gas transportation and divested crude transportation services.

(2)

Total volumes exclude skim oil volumes.

Liquidity and Capital Resources

Overview

Historically, our predecessors’ primary sources of liquidity have been capital contributions from their respective members, cash flows from operating activities and borrowings under their credit facilities. Following the completion of our initial public offering, our primary sources of liquidity are cash flows from operating activities and, if required, proceeds from borrowings under the 2025 Revolving Credit Facility. Our primary liquidity and capital requirements will be capital expenditures to support continued growth initiatives and the execution of major development projects, operating expenses, servicing of our debt, the payment of dividends to our shareholders, if any, and general company needs. We believe that we are able to fully fund our ongoing capital expenditures, working capital requirements and other capital needs through cash on hand and cash flows from our operating activities for at least twelve months from the date of this Quarterly Report and over the longer term. However, we may elect to use borrowings under the 2025 Revolving Credit Facility to finance our operating and investing activities in the future and may also need to raise additional capital in the future to support our operations. Refer to Note 7 — Debt within the notes to our unaudited condensed consolidated financial statements for more information.

We strive to maintain financial flexibility and proactively monitor potential capital sources, including equity and debt financing, to meet our target liquidity and capital requirements. If market conditions were to change and our revenues were to decline significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced and we could be required to seek alternative financing sources.

As of June 30, 2026, the Company’s indebtedness consisted of $825.0 million in principal amount of our 6.25% fixed-rate senior unsecured notes due October 2030 (the “2030 Notes”), $600.0 million in principal amount of our 6.50% fixed-rate senior unsecured notes due October 2033 (the “2033 Notes”, and together with the 2030 Notes, the “Notes”) and $200.0 million of outstanding borrowings under the 2025 Revolving Credit Facility. As of June 30, 2026, the Company had $347.6 million of liquidity comprised of the $300.0 million of available borrowing capacity under the 2025 Revolving Credit Facility, and $47.6 million of cash and cash equivalents.

Dividends and Distributions


(in thousands, except for per share amounts) Cash Dividends	Date of Record	Dividends Paid to Class A Shareholders		Distributions Paid to OpCo Unitholders(1)		Rate Per Share
2026:
First Quarter	March 5, 2026	$	2,163	$	4,010	$	0.05
Second Quarter	June 4, 2026		2,439		3,733	$	0.05
Total		$	4,602	$	7,743

(1)

Excludes the Company.

On August 4, 2026, our board of directors declared a dividend on our Class A shares of $0.05 per share, payable on September 10, 2026, to shareholders of record as of August 27, 2026, and a corresponding required cash distribution to OpCo unitholders (other than the Company).

Contractual Obligations and Other Commitments

We are a party to contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the balance sheet as of June 30, 2026, while others are considered future commitments. Our contractual obligations primarily consist of non-cancelable purchase commitments with various parties to purchase goods or services entered into in the normal course of business and minimum royalty payments.

Cash Flows

The following tables summarizes WaterBridge’s cash flow for the six months ended June 30, 2026 and 2025:


	Six Months Ended June 30,						Amount of Increase			Percentage
(in thousands)	2026			2025			(Decrease)			Change
Net cash provided by operating activities	$	159,998		$	59,179		$	100,819			170	%
Net cash used in investing activities		(315,688	)		(110,287	)		(205,401	)		186	%
Net cash provided by financing activities		151,771			49,726			102,045			205	%
Net decrease in cash and cash equivalents	$	(3,919	)	$	(1,382	)	$	(2,537	)		184	%

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $100.8 million. The increase was attributable to higher net income, net of adjustment items, of $112.7 million primarily related to increased volumes driven by organic commercial growth, including the completion of the Kraken project in 2025, and the WaterBridge Combination during the six months ended June 30, 2026. Additionally, changes in working capital of $12.1 million were primarily due to higher interest expense accruals related to the Notes outstanding as of June 30, 2026, partially offset by timing of collections and payments.

Net Cash Used in Investing Activities. Net cash used in investing activities increased $205.4 million. The increase was primarily driven by $104.2 million of increased capital expenditures, inclusive of changes in associated working capital items, related to the construction of the Speedway project. The $82.7 million increase in acquisition and acquisition-related expenditures was primarily driven by cash paid in connection with the Ranger Water Midstream acquisition completed during the six months ended June 30, 2026, with no comparable acquisition activity during the six months ended June 30, 2025. Additionally, proceeds from asset sales decreased $18.5 million, primarily related to the sale of crude gathering and transportation assets during the six months ended June 30, 2025.

Net Cash Provided by Financing Activities. Net cash provided by financing activities increased $102.0 million. Net cash provided by financing activities for the six months ended June 30, 2026 consisted of debt borrowings, net of repayments, of $166.3 million to fund the Ranger Water Midstream acquisition and working capital needs associated with the Speedway project, partially offset by $12.4 million of dividends, dividend equivalents and distributions paid to shareholders, $1.2 million of offering costs paid, $0.6 million of repayments on finance leases and $0.2 million of deferred offering cost.

Net cash provided by financing activities for the six months ended June 30, 2025 consisted of debt borrowings, net of repayments, of $31.4 million and $20.0 million of contributions by member for working capital needs, partially offset by $0.8 million of offering costs paid, $0.6 million of repayments on finance leases and $0.2 million of debt issuance costs.

Cash Flow

The following table summarizes WBEF’s cash flow for the six months ended June 30, 2025:


	Six Months Ended June 30, 2025
(in thousands)
Consolidated Statement of Cash Flow Data:
Net cash provided by operating activities	$	27,981
Net cash used in investing activities		(45,041	)
Net cash used in financing activities		(10,723	)
Net decrease in cash and cash equivalents	$	(27,783	)

Net Cash Provided by Operating Activities. Net cash provided by operating activities consisted of a net loss of $29.8 million, adjusted for non-cash items, primarily including depreciation, amortization and accretion of $59.3 million, share-based compensation of $7.4 million, and amortization of debt issuance costs of $4.6 million. Operating cash flows were further impacted by an overall $14.6 million decrease in working capital, consisting primarily of a $7.9 million decrease in accrued expenses primarily related to term loan interest, a $6.1 million decrease in accounts receivable driven by the timing of customer payments on outstanding invoices.

Net Cash Used in Investing Activities. Net cash used in investing activities consisted primarily of capital expenditures of $47.2 million related to expansion of our infrastructure network.

Net Cash Used in Financing Activities. Net cash used in financing activities consisted of $13.2 million of debt repayments related to the term loan, and insurance financing and equipment financing notes, $8.9 million of distributions paid to Series A preferred unit holders, $2.7 million of contingent consideration payments and $0.8 million of offering costs paid, partially offset by $14.9 million of proceeds from debt, net of debt issuance costs.

Critical Accounting Estimates

The preparation of our Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in the 2025 Form 10-K.

Recently Issued Accounting Pronouncements Not Yet Adopted

For a summary of recently issued accounting pronouncements, refer to Note 2 — Summary of Significant Accounting Policies within the notes to our unaudited condensed consolidated financial statements.

Off Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our ability to borrow and the rates offered by lenders can be adversely affected by deterioration in the credit markets and/or deterioration of our credit profile rating. We may elect for outstanding borrowings under the 2025 Revolving Credit Facility to accrue interest at a rate based on either the Term SOFR, or the base rate, plus an applicable margin, which exposes us to interest rate risk to the extent we have borrowings outstanding under the 2025 Revolving Credit Facility.

As of June 30, 2026, the Company had $200.0 million of outstanding borrowings under the 2025 Revolving Credit Facility. We are obligated to pay interest at variable rates and other customary fees on borrowings under this facility. For the three and six months ended June 30, 2026, the 2025 Revolving Credit Facility had a weighted average interest rate of 5.93% and 6.00%, respectively.

As of June 30, 2026, the Company also had aggregate principal amounts outstanding of $1.4 billion under the Notes. Since the Notes bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact on the unaudited condensed consolidated financial statements. However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates.

Refer to Note 7 — Debt within the notes to our unaudited condensed consolidated financial statements for more information.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

On January 7, 2026, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement action from the RRC seeking reimbursement of approximately $6.9 million in expenses incurred by the RRC in connection with the plugging of an orphan well located in proximity to a produced water handling facility operated by WBTO. WBTO filed its response on February 6, 2026 and requested a hearing on the merits. As of August 5, 2026, a hearing date had not been set. While we cannot predict the outcome of this matter, we believe the action is without merit. Timing of resolution is uncertain.

On January 13, 2026, Arkoma Water Resources, LLC, a subsidiary of the Company filed a lawsuit against WSGP Gas Producing, LLC, a subsidiary of Trinity Operating, LLC, in the Texas Business Court, 11th Division, to enforce a contractual obligation for the use of gas transportation services in the Arkoma Basin. A trial date related to this matter is expected to occur in summer 2027.

In the opinion of our management, there are no other pending litigation, disputes or claims against us which, if decided adversely, would be expected to have a material adverse effect on our financial condition, cash flows or results of operations. Refer to Note 12 — Commitments and Contingencies within the notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Item 1A. Risk Factors

This Quarterly Report should be read in conjunction with the risk factors disclosed under the heading “Risk Factors” in the 2025 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 7, 2026 (the “Q1 2026 Form 10-Q”). There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in the 2025 Form 10-K and our Q1 2026 Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Issuer Purchases of Equity Securities.

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)

Disclosure in lieu of reporting on a Current Report on Form 8-K.

Except as described above, the other material terms of the 2025 Revolving Credit Facility, including the maturity date, the commitment fee and the financial and other covenants, remained unchanged.

(b)

Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

During the three months ended June 30, 2026 none of our officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.

Item 6. Exhibits


Exhibit Number		Description
3.1		Certificate of Formation of WaterBridge Infrastructure LLC (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S‑1 (File No. 333‑289823) filed with the SEC on August 22, 2025).
3.2		First Amended and Restated Limited Liability Company Agreement of WaterBridge Infrastructure LLC, dated as of September 18, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8‑K (File No. 001‑42850) filed with the SEC on September 18, 2025).
10.1*		Master Assignment, Agreement and Amendment No. 1 to Revolving Credit Agreement, dated as of August 4, 2026, among WBI Operating LLC, Truist Bank, as the administrative agent, the collateral agent, the issuing bank and a lender, and the other lenders from time to time party thereto.
31.1*		Certification of Chief Executive Officer of WaterBridge Infrastructure LLC pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer of WaterBridge Infrastructure LLC pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer of WaterBridge Infrastructure LLC pursuant to 18 U.S.C. § 1350, as adopted pursuant to the Sarbanes‑Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer of WaterBridge Infrastructure LLC pursuant to 18 U.S.C. § 1350, as adopted pursuant to the Sarbanes‑Oxley Act of 2002.
101.INS*		XBRL Instance Document ‑ the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

** Furnished herewith.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: August 5, 2026	WaterBridge Infrastructure LLC

	By:	/s/ Scott McNeely
	Name: Title:	Scott McNeely Chief Financial Officer (Principal Financial Officer)

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Form 424B3 WaterBridge Infrastructu

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(in thousands, except share amounts)

(unaudited)

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

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