WaterBridge Infrastructure LLC Debt Disclosure

8. Debt

During the year ended December 31, 2025, the Company recorded $4.4 million in capitalized interest.

Notes

On October 6, 2025, OpCo, as the issuer, issued $825.0 million aggregate principal amount of 6.25% fixed-rate senior unsecured notes due October 15, 2030 (the “2030 Notes”) and $600.0 million aggregate principal amount of 6.50% fixed-rate senior unsecured notes due October 15, 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, dated as of October 6, 2025 (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 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 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 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 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.

On October 6, 2025, the Company used the net proceeds of $1.4 billion from the issuance of the Notes and $303.9 million of the net proceeds from the IPO to repay all outstanding borrowings and accrued interest under the NDB Term Loan (as defined below) and SDB Term Loan (as defined below). At the time of repayment, the outstanding borrowings and accrued interest totaled $1.7 billion. As a result of the repayment, the Company recorded a loss on extinguishment of debt of $13.5 million related to the NDB Term Loan and a gain on extinguishment of debt premium of $2.1 million related to the SDB Term Loan, which is presented net on the consolidated statement of operations.

As of December 31, 2025, our fixed-rate senior unsecured notes had a carrying value of $1.4 billion and a fair value of $1.4 billion. 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

On October 6, 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, (ii) the date that is ninety-one (91) days prior to the earliest stated maturity of any loans under either the SDB Revolving Credit Facility or the NDB Revolving Credit Facility, if, on such date, the outstanding principal amount of the loans exceeds $50.0 million, and (iii) 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 is also guaranteed by each of its subsidiaries. As of December 31, 2025, the Company had $25.0 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 as of December 31, 2025 was 6.40%. 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 2025 Revolving Credit Facility replaced the NDB Revolving Credit Facility (as defined below) and the SDB Revolving Credit Facility (as defined below) and in accordance with ASC 470-50, Debt Modifications and Extinguishments, the Company concluded that

the 2025 Revolving Credit Facility should be accounted for as a debt modification. As a result, the debt issuance costs of $4.4 million incurred as part of the 2025 Revolving Credit Facility along with the remaining debt issuance costs of $0.8 million associated with the NDB Revolving Credit Facility (as defined below) and the remaining debt issuance costs of $0.2 million associated with the SDB Revolving Credit Facility (as defined below) as of the modification date will be amortized over the life of the 2025 Revolving Credit Facility.

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.

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.

NDB Term Loan

On May 10, 2024, NDB Operating entered into a $575.0 million term loan facility (the “NDB Term Loan”) with a maturity date of May 10, 2029. On September 19, 2025, the NDB Term Loan was assumed by WaterBridge Midstream Operating LLC (“WaterBridge Midstream”), a subsidiary of the Company.

Under the NDB Term Loan the borrower could elect for outstanding borrowings to accrue interest at a rate based on either (i) a forward-looking term rate based on the secured overnight financing rate (“Term SOFR” and loans accruing interest based on Term SOFR, “Term SOFR Loans”), or (ii) a customary base rate (“Base Rate” and loans accruing interest based on the Base Rate, “Base Rate Loans”), in each case plus an applicable margin. Term SOFR Loans bear interest at a rate equal to Term SOFR for the applicable interest period plus a margin of 4.25%. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the Federal Funds Rate, as in effect from time to time, plus 0.5%, (ii) the prime rate, as published by The Wall Street Journal from time to time, and (iii) Term SOFR for a one-month tenor plus 1.00%, in each case, plus a margin of 3.25%.

The weighted average interest rate on the total amount of borrowings under the NDB Term Loan prior to its termination during the year end December 31, 2025 and as of December 31, 2024, was 8.33% and 9.54%, respectively.

SDB Term Loan

On June 27, 2024, WaterBridge Midstream entered into $1.15 billion term loan facility (the “SDB Term Loan”) with a maturity date of June 27, 2029.

Under the SDB Term Loan the borrower could elect whether to borrow under the facility Term SOFR or Base Rate. Term SOFR Loans bear interest at a rate equal to a variable rate of Term SOFR for the applicable interest period plus a margin of 4.75%. Interest on Term SOFR Loans is payable at the end of the applicable interest period. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the Federal Funds Rate, as in effect from time to time, plus 0.5%, (ii) the prime rate, as published by The Wall Street Journal from time to time as the “bank prime loan” rate, and (iii) Term SOFR for a one-month tenor plus 1.00%, in each case, plus 3.75%.

The weighted average interest rate on the total amount of borrowings under the SDB Term Loan prior to its termination during the year end December 31, 2025 was 9.31%.

NDB Revolving Credit Facility

On June 8, 2022, NDB Operating entered into a revolving credit facility (the “NDB Revolving Credit Facility”), which was subsequently amended to, among other things, decrease the total aggregate revolving commitment amount from $380.0 million to $100.0 million and extend the maturity date to June 8, 2027.

The NDB Revolving Credit Facility was further amended on September 19, 2025 (the “NDB Amendment”) to (a) authorize WaterBridge Midstream to assume the obligations of NDB Operating under the NDB Revolving Credit Facility and be bound by all of the terms and provisions of the NDB Revolving Credit Facility (collectively, the “SDB Borrower Assumption”), (b) provide an unsecured guarantee from OpCo and WaterBridge Operating, and (c) require that the lenders party thereto to (i) consent to the WBR Specified Transaction (as defined in the NDB Amendment) and the SDB Borrower Assumption, (ii) permit the assumption and incurrence of the term loan obligations outstanding under the SDB Term Loan in an aggregate outstanding principal amount not to exceed $1,150 million, and (iii) permit the assumption and incurrence of the revolving commitments and loans outstanding under the SDB Revolving Credit Facility in an aggregate outstanding principal amount not to exceed $100 million.

Under the NDB Revolving Credit Facility the borrower could elect to borrow principal amounts as Term SOFR Loans or Base Rate Loans. Term SOFR Loans bear interest at a rate per annum equal to (i) Term SOFR for the applicable tenor plus 0.10% (“Adjusted Term SOFR”), plus the Term SOFR applicable margin (see table below), which such margin is determined by reference to the Company’s leverage ratio. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the rate of interest which the administrative agent announces from time to time as its prime lending rate, as in effect from time to time (the “Prime Rate”), (ii) the Federal Funds Rate plus 0.50%, (iii) Adjusted Term SOFR for a one-month tenor plus 1.00%, and (iv) zero percent, plus in each case, the Base Rate applicable margin (see table below), which margin is determined by reference to the Company’s leverage ratio.

SDB Revolving Credit Facility

On June 27, 2024, WaterBridge Midstream entered into a revolving credit facility with total aggregate commitments of $100.0 million, maturing on June 27, 2028 (the “SDB Revolving Credit Facility”).

The SDB Revolving Credit Facility was amended (the “SDB Amendment”) on September 19, 2025 to (a) provide an unsecured guarantee from OpCo and WaterBridge Operating and (b) require that the lenders party thereto (i) consent to the WBR Specified Transaction (as defined in the SDB Amendment), (ii) permit the assumption and incurrence of the term loan obligations under the NDB Term Loan in an aggregate outstanding principal amount not to exceed $575 million, (iii) permit the assumption and incurrence of the revolving commitments and loans outstanding under the NDB Revolving Credit Facility in an aggregate outstanding principal amount not to exceed $100 million.

At the Company’s election, principal amounts could be drawn under the SDB Revolving Credit Facility as Term SOFR Loans or Base Rate Loans. Term SOFR Loans bear interest at a rate equal to a variable rate of Term SOFR for the applicable interest period plus the Term SOFR applicable margin (see table above), which such margin is determined by reference to Borrower’s leverage ratio. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the rate of interest which the administrative agent announces from time to time as its prime lending rate, as in effect from time to time, (ii) the Federal Funds Rate, as in effect from time to time, plus 0.5%, (iii) the Term SOFR for a one-month tenor plus 1.0%, and (iv) 2.0%, in each case plus the Base Rate applicable margin (see table above), which such margin is determined by reference to the Company’s leverage ratio.

The weighted average interest rate on the total amount of borrowings under the SDB Revolving Credit Facility prior to its termination during the year end December 31, 2025 was 8.18%.

Desert Credit Facilities

At the time of the WaterBridge Combination, the Company assumed Desert Environmental’s revolving credit facility, term loan and insurance note payable. The Company had no borrowings and $14.0 million outstanding on the revolving credit facility and term loan as of the WaterBridge Combination, respectively. On September 19, 2025, in connection with the closing of the IPO, the outstanding borrowings under the Desert Environmental term loan of $14.0 million were repaid with a portion of the net proceeds of the IPO.

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 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 Financing 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. As of December 31, 2025, the remaining outstanding balance of such notes was $8.7 million. The notes will mature on August 1, 2026.

Debt Maturities