WBI 10-K & 10-Q changes, risk factors and insider trading

This Quarterly Report should be read in conjunction with the risk factors disclosed under the heading “Risk Factors” in the 2025 Form 10-K.10-K Exceptand asour setQuarterly forthReport below,on thereForm 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.10-K and our Q1 2026 Form 10-Q.

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‑K10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10‑K10-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.

Over the last several years, theThe global economy and the oil and natural gas industry inhave particularcontinued hasto facedface substantial volatility. This has been driven by geopolitical conflicts, domestic political uncertainties, the enactment of the OBBBA, 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. MoreElevated recently,interest therates ongoingand conflicta instronger Iran,U.S. includingdollar thehave disruption of the global oil supply through the Strait of Hormuz, has significantly driven up commodity prices,also increased inflationarycapital pressures and increased the volatility of oil and gas prices globally,costs, which may influencefurther temper E&P operators’ drillingspending anddespite productionelevated decisions.commodity prices.

Broader macroeconomic and policy developments, including provisions in the OBBBA (which extended certain tax incentives beneficial to fossil fuels while introducing new uncertainties) 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 that the outlook for energy and infrastructure development, particularly within the Permian Basin, remains positive. Additionally,Notwithstanding suchvolatility 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.

FirstSecond Quarter Results

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

Revenues of $201.0$217.8 million, an increase of 105%128% as compared to the firstsecond quarter of 2025;

Net income of $9.5$14.6 million, an increase of 456%104% as compared to the firstsecond quarter of 2025;

Net income margin of 5% as7% compared to 2%7% in the firstsecond quarter of 2025;

Adjusted EBITDA(1) of $102.9$115.8 million, an increase of 105%185% as compared to the firstsecond quarter of 2025;

Adjusted OperatingEBITDA Margin(1) of $111.3 million,53%, an increase of 101%25% as compared to the firstsecond quarter of 2025;

Total produced water handling volumes(2) of 2,4602,598 MBbl per day, an increase of 105%114% as compared to the firstsecond quarter of 2025; and, Total water solutions volumes of 271361 MBbl per day, aan decreaseincrease of 28%71% as compared to the firstsecond quarter of 2025.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

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

Produced water handling revenues increased $96.9$108.5 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 primarily dueattributable to:

an increase of $14.8$24.9 million due to a 228376 MBbl/d volume increase driven primarily by continued development of the East Stateline assets acquired in May 2024 and increased organic commercial growth and associated completion activity in the Stateline areaarea. asAdditionally, wellthere aswas an increase of $2.0$3.4 million relateddue to higher realized unit prices for produced water volumes handled related to composition of customer volume and contracts;

an increase of $2.6$5.2 million in skim oil revenues primarily due to a $1.5 million increase related to increased produced water handling volume with skim recoveries per barrel of water handled flat and an increase of $1.1 million in skimhigher oil revenues due to higher commodity prices; and an increase of $70.8$68.7 million due to a 1,0341,010 MBbl/d volume increase and an increase of $6.7$6.3 million in skim oil revenues due to the WaterBridge Combination.

Water solutions revenues decreasedincreased $2.6$3.0 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 primarily dueattributable to:

Other revenues. Other revenues increased $8.8$10.8 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to solid waste management and reclamation revenues of $8.9$9.8 million and natural gas transport revenue of $1.0 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.Combination.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased $47.9$51.0 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The overall increase is primarily dueattributable to an increase of $44.8$46.9 million in depreciation, amortization and depletion expense associated with property, plant and equipment and intangible assets acquired in the WaterBridge Combination and $3.0$3.8 million in depreciation expense related to continued high levels of capital investment activity in produced water handling infrastructure subsequent to MarchJune 31,30, 2025.

General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased $8.1$8.7 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to higher direct employee payrollpersonnel-related expenses of $12.5 million, IT and facility expenses of $1.8$11.2 million, professional services for tax, audit, compliance and legal of $1.3$2.2 millionmillion, IT and facility expenses of $1.8 million, and other expenses of $1.6$1.2 million. These increases were partially offset by lower allocation of corporate shared services costs of $9.1$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 $2.1$1.4 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase is primarily attributable to amortization of restricted sharedshare units (“RSUs”) of $1.6 million and NDB Incentive Units of $0.5 million due to awards granted during 2025.million.

Interest expense, net. Interest expense, net, increased $5.9$12.5 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. The increase iswas primarily attributable to higher totalinterest indebtednessof as$19.2 million due to a resulthigher weighted average debt balance of the$912.9 debtmillion, acquiredprimarily inassociated with the WaterBridge Combination and additional borrowings under the revolving credit facility to fund capital expansion projectsCombination, partially offset by lower interest of $8.5 million due to a lower weighted average interest rate dueresulting tofrom the debt refinancing completed in October 2025. Additionally, a decrease of $4.9 million due to capitalized interest related to the development of Speedway Phase I produced water handling infrastructure projects.