WaterBridge registers resale of 83.3M Class A shares

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC (WBI) filed a prospectus supplement to its Form S-1, updating a resale registration that permits the selling shareholders named in the prospectus to offer, from time to time, up to 83,250,000 Class A shares representing limited liability company interests. The Class A shares trade on the NYSE and NYSE Texas under the symbol WBI, and last closed at $31.78 on August 17, 2026.

The supplement attaches a current report describing that subsidiary WBI Operating LLC completed an upsized private placement of an additional $150,000,000 aggregate principal amount of 6.500% Senior Notes due 2033, increased from an initial $100,000,000 offering size. The company intends to use the net proceeds to repay a portion of outstanding borrowings under its revolving credit facility. These new notes form a single series with $600,000,000 of existing 6.500% senior notes due 2033, share substantially identical terms, and are guaranteed on a senior unsecured basis by all existing subsidiaries. The notes were issued in a private offering under Section 4(a)(2), resold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and include standard optional redemption and change-of-control repurchase provisions.

Filing Explained

The supplement covers potential Class A resales, while the subsidiary has completed a $150 million debt issue that adds a senior-note obligation.

This prospectus supplement updates the resale prospectus with a Form 8-K reporting that subsidiary WBI Operating LLC completed the previously announced private placement.

The equity disclosure is at the registration stage: the prospectus covers up to 83,250,000 Class A shares for resale by named selling shareholders, and registration alone does not sell those shares.

The debt disclosure is at a later state: on August 18, WBI Operating LLC completed the private placement and issued an additional $150,000,000 principal amount of 6.500% senior notes due 2033, creating an additional debt obligation.

The company says net proceeds are intended to repay part of its revolving-credit borrowings; the new notes rank equally with senior debt but are effectively behind secured debt, including that facility, to the value of collateral.

Key Figures

Registered resale amount: 83,250,000 Class A shares Last reported share price: $31.78 per Class A share New notes issued: $150,000,000 aggregate principal amount +4 more

7 metrics

Registered resale amount 83,250,000 Class A shares Maximum aggregate Class A shares that selling shareholders may offer from time to time

Last reported share price $31.78 per Class A share Closing price on the NYSE on August 17, 2026

New notes issued $150,000,000 aggregate principal amount Additional 6.500% Senior Notes due 2033 issued in a private placement

Existing notes outstanding $600,000,000 aggregate principal amount Previously issued 6.500% Senior Notes due 2033 under the same indenture

Coupon rate 6.500% Interest rate on both the existing and new Senior Notes due 2033

Equity clawback redemption price 106.500% of principal amount Price for optional redemption of up to 40% of notes before October 15, 2028

Change of Control purchase price 101% of principal amount Price if issuer must offer to purchase notes upon qualifying Change of Control and downgrade

Key Terms

prospectus supplement, qualified institutional buyers, Rule 144A, Regulation S, +2 more

6 terms

prospectus supplement regulatory

"This prospectus supplement amends and supplements the prospectus dated April 10, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

qualified institutional buyers regulatory

"resold within the United States only to qualified institutional buyers in reliance on Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"resold within the United States only to qualified institutional buyers in reliance on Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Change of Control financial

"If a Change of Control (as defined in the Indenture) occurs"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

controlled company regulatory

"We are a “controlled company” within the meaning of the NYSE and NYSE Texas rules"

A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds Resale of Class A shares by selling shareholders identified in the prospectus.

FAQ

What does WaterBridge Infrastructure LLC (WBI) register in this 424B3 supplement?

The supplement relates to the resale, from time to time, by selling shareholders of up to 83,250,000 Class A shares of WaterBridge Infrastructure LLC. These Class A shares represent limited liability company interests and are already listed for trading under the symbol WBI.

What new debt did WBI issue through its subsidiary WBI Operating LLC?

WBI Operating LLC issued an additional $150,000,000 aggregate principal amount of 6.500% Senior Notes due 2033. These new notes are part of the same series as $600,000,000 of existing 6.500% senior notes due 2033 under the same indenture.

How does WaterBridge Infrastructure LLC (WBI) plan to use the note offering proceeds?

The company intends to use the net proceeds from the additional $150,000,000 6.500% Senior Notes due 2033 to repay a portion of outstanding borrowings under its revolving credit facility, according to the disclosure in the current report.

At what price were WBI’s Class A shares last reported trading before this filing?

The last reported sales price of WaterBridge Infrastructure LLC’s Class A shares on the NYSE on August 17, 2026 was $31.78 per share. This price provides context for the registered resale of up to 83,250,000 Class A shares by selling shareholders.

What are the key redemption and change-of-control terms for WBI’s 6.500% Notes due 2033?

Before October 15, 2028, the issuer may redeem up to 40% of the notes at 106.500% of principal with equity-offering proceeds. Upon a qualifying change of control plus ratings downgrade, it may be required to repurchase notes at 101% of principal plus accrued interest.

On which exchanges do WaterBridge Infrastructure LLC (WBI) Class A shares trade?

WaterBridge Infrastructure LLC’s Class A shares are listed on both the New York Stock Exchange and NYSE Texas, Inc. under the trading symbol WBI. The company is classified as a “controlled company” under those exchanges’ rules.

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Available on EDGAR 08/18/2026 - 05:11 PM Accepted by SEC EDGAR 08/18/2026 - 05:10 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-294703

Prospectus Supplement No. 6 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 Items 1.01 and 8.01 of our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 18, 2026 (the “Current Report”). Accordingly, we have attached the Current 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 17, 2026 was $31.78 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 18, 2026

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2026

WaterBridge Infrastructure LLC

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-42850 (Commission
File Number) 33-4546086
(IRS Employer
Identification No.)

5555 San Felipe Street, Suite 1200
Houston, Texas 77056
(Address of principal executive offices and zip code)

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

Not applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
☐	Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
☐	Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 18, 2026, WBI Operating LLC (the “Issuer”), a subsidiary of WaterBridge Infrastructure LLC (the “Company”), completed the previously announced private placement (the “Offering”) of an additional $150,000,000 aggregate principal amount of 6.500% Senior Notes due 2033 (the “New Notes”). The Offering was upsized from an initial offering size of $100,000,000 aggregate principal amount of the New Notes. The Company intends to use the net proceeds from the Offering to repay a portion of outstanding borrowings under its revolving credit facility. The New Notes were offered as additional notes under the indenture, dated as of October 6, 2025 (the “Indenture”), pursuant to which the Issuer previously issued $600,000,000 in aggregate principal amount of 6.500% senior notes due 2033 (the “Existing Notes” and, together with the New Notes, the “Notes”). The New Notes have substantially identical terms, other than issue date and issue price, as the Existing Notes and are treated as part of the same series as the Existing Notes for all purposes under the Indenture.

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

The New Notes and the Guarantees were issued and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereunder. The New Notes were resold within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The New Notes and Guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

At any time prior to October 15, 2028, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including any additional notes) issued under the Indenture at a redemption price equal to 106.500% 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, 2030, the Issuer may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after October 15, 2028, the Issuer may also redeem all or a part of the 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 Indenture) occurs (along with a downgrade of the Notes by two rating agencies), the Issuer 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 the Issuer’s and the Guarantors’ existing and future senior indebtedness and senior to all of the Issuer’s and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of the Issuer’s and the Guarantors’ existing and future secured debt, including debt under the Issuer’s 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 the Issuer that do not guarantee the Notes.

The summary of the Indenture set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is incorporated by reference as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

On August 13, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01, announcing the pricing of the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT	DESCRIPTION
4.1	Indenture, dated as of October 6, 2025, by and among WBI Operating LLC, the guarantors party thereto and UMB Bank, N.A., as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 7, 2025, and incorporated herein by reference).
4.2	Form of 6.500% Senior Note due 2033 (included in Exhibit 4.1).
99.1	Press Release dated August 13, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	WATERBRIDGE INFRASTRUCTURE LLC
	By:	/s/ Scott L. McNeely
		Name: Scott L. McNeely
		Title: Executive Vice President, Chief Financial Officer
Dated: August 18, 2026