Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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WaterBridge Infrastructure LLC (Name of Issuer) |
Class A shares representing limited liability company interests (Title of Class of Securities) |
940923105 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 940923105 |
| 1 | Names of Reporting Persons
Elda River Infrastructure WB LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The aggregate amount reflects 3,750,000 Class A shares issuable upon the redemption of an equal number of units representing limited liability company interests in WBI Operating LLC ("OpCo Units") (and cancellation of an equivalent number of the Issuer's Class B shares). (2) Based upon 43,264,850 Class A shares outstanding following the Issuer's initial public offering, as increased by the 3,750,000 Class A Shares issuable upon redemption of OpCo Units held by the Reporting Person.
SCHEDULE 13G
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| CUSIP No. | 940923105 |
| 1 | Names of Reporting Persons
Elda River Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The aggregate amount reflects 3,750,000 Class A shares issuable upon the redemption of an equal number of OpCo Units (and cancellation of an equivalent number of the Issuer's Class B shares). (2) Based upon 43,264,850 Class A shares outstanding following the Issuer's initial public offering, as increased by the 3,750,000 Class A Shares issuable upon redemption of OpCo Units beneficially owned by the Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
WaterBridge Infrastructure LLC | |
| (b) | Address of issuer's principal executive offices:
5555 San Felipe Street, Suite 1200 Houston, Texas 77056 | |
| Item 2. | ||
| (a) | Name of person filing:
Elda River Infrastructure WB LLC Elda River Capital Management, LLC | |
| (b) | Address or principal business office or, if none, residence:
c/o Elda River Capital Management, LLC 1111 Bagby Street, Suite 2000 Houston, Texas 77002 | |
| (c) | Citizenship:
Elda River Infrastructure WB LLC - Delaware Elda River Capital Management, LLC - Delaware | |
| (d) | Title of class of securities:
Class A shares representing limited liability company interests | |
| (e) | CUSIP No.:
940923105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 11 on each of the cover pages hereto. Elda River Infrastructure WB LLC directly holds 3,750,000 OpCo Units and an equivalent number of the Issuer's Class B Shares, which together are convertible, into 3,750,000 Class A shares. As the indirect manager of Elda River Infrastructure WB LLC, Elda River Capital Management, LLC may be deemed to beneficially own the reported securities. This Statement shall not be deemed an admission of beneficial ownership for purposes of Section 13(d) or Section 13(g) or for any other purpose. | |
| (b) | Percent of class:
8.0% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
3,750,000.00 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
3,750,000.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement, dated as of November 14, 2025 |