WaterBridge Infrastructure (WBI) Registration Filing summary

Company overview and business model

• Formed through a complex reorganization, combining multiple water infrastructure and environmental services entities into a single holding company structure.

• Operates as a holding company with its sole material asset being an equity interest in an operating subsidiary (OpCo) that owns and operates all business assets.

• Business includes produced water midstream, water management, and environmental services, with assets contributed by various parties.

• Structure includes multiple classes of shares (Class A and Class B) and a tax receivable agreement to share certain tax benefits with pre-IPO owners.

Financial performance and metrics

• Financial statements for the main operating entities (WBEF, NDB Operating, Desert) are prepared in accordance with GAAP and included in the registration statement.

• No material adverse changes since the latest audited financials, except as disclosed.

• Pro forma financials reflect the effects of the reorganization and IPO transactions.

Use of proceeds and capital allocation

• IPO proceeds will be used to pay offering expenses, purchase a portion of OpCo interests from a legacy holder, repay certain indebtedness, and for general corporate purposes.

• Remaining proceeds will be contributed to OpCo in exchange for new units, with the company becoming the sole managing member of OpCo.