WaterBridge Infrastructure (NYSE: WBI) registers 83.25M Class A shares; adds audit chair

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC registers up to 83,250,000 Class A shares for resale. This prospectus supplement (dated April 14, 2026) updates the Form S-1 prospectus and attaches a Form 8-K. The supplement states the last reported sales price was $25.87 per Class A share on April 14, 2026.

The Form 8-K discloses the Board appointed Valerie Chase as an independent director and Chair of the Audit Committee, with a term expiring at the 2026 annual meeting. Director compensation includes 2,830 RSUs vesting on September 18, 2026, an annual cash retainer of $100,000, plus $10,000 for Audit Committee membership and $10,000 as Audit Committee Chair. The company states it is a "controlled company" under NYSE rules.

Insights

Corporate Governance Specialist

Board adds an independent audit chair while retaining controlled-company status.

The Board appointed Valerie Chase as an independent director and Chair of the Audit Committee, replacing a current audit committee member. The filing names her qualifications in accounting and governance and notes her CPA credential and prior public-company roles.

The company also reconfirms it is a controlled company under NYSE rules; governance exemptions tied to that status remain in effect per the supplement. Subsequent filings will show any committee composition changes or governance policy updates.

Compensation & Equity Plan Analyst

Director pay disclosed: modest RSU grant plus standard retainers.

Ms. Chase will receive 2,830 RSUs vesting on September 18, 2026 and cash retainers totaling $120,000 annually for board and audit roles, prorated as needed. The RSU award follows the previously filed Form of Restricted Share Unit Award Agreement.

The filing also references an indemnification agreement consistent with the form previously filed. Compensation terms are routine and tied to standard plan documents already on file.

Key Figures

Registered shares for resale: 83,250,000 Class A shares Last reported sales price: $25.87 RSU grant: 2,830 RSUs +2 more

5 metrics

Registered shares for resale 83,250,000 Class A shares Prospectus supplement dated <date>April 14, 2026</date>

Last reported sales price <money>$25.87</money> NYSE closing price on <date>April 14, 2026</date>

RSU grant 2,830 RSUs Director grant vesting on <date>September 18, 2026</date>

Annual cash retainer <money>$100,000</money> Board service retainer for non-employee directors

Audit Committee retainers <money>$10,000</money> and <money>$10,000</money> Audit Committee membership and Chair annual retainers

Key Terms

Restricted stock units (RSUs), Indemnification Agreement, Controlled company

3 terms

Restricted stock units (RSUs) financial

"a grant of 2,830 restricted stock units "RSUs" under the Long Term Incentive Plan"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Indemnification Agreement legal

"entered into an indemnification agreement with Ms. Chase, dated April 13, 2026"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

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

resale/secondary

Offering

Offering Type resale/secondary

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-294703

Prospectus Supplement No. 1 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 our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 14, 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 April 14, 2026 was $25.87 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 April 14, 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): April 13, 2026

WaterBridge Infrastructure LLC

(Exact name of registrant as specified in its charter)

Delaware		001-42850		33-4546086
(State or other jurisdiction of incorporation)		(Commission File Number)		(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 13, 2026, the Board of Directors (the “Board”) of WaterBridge Infrastructure LLC (NYSE: WBI; NYSE TX: WBI) (the “Company”) appointed Valerie Chase to serve on the Board, with a term expiring at the Company’s 2026 annual meeting of shareholders or her earlier resignation or removal. The Board has determined that Ms. Chase is an “independent director” under the applicable rules of the New York Stock Exchange and NYSE Texas, Inc. and the U.S. Securities and Exchange Commission (“SEC”) and has appointed her to serve as the Chair of the Audit Committee of the Board. Ms. Chase will replace Kara Goodloe Harling on the Audit Committee and Ms. Goodloe Harling will continue to serve as a member of the Board.

Ms. Chase has more than 20 years of experience in finance, accounting and corporate governance. From 2010 to 2018, Ms. Chase served in various different roles at Apache Corporation (now APA Corporation), leading to her role as the head of accounting policy and financial controls. From 2018 to 2021, Ms. Chase served as the Vice President, Chief Accounting Officer and Controller of Magnolia Oil & Gas Corporation where she was a key member of the leadership team during its initial business combination and subsequent operation as a public company. Ms. Chase received a Bachelor of Economics and a Master of Accounting degree from the University of Michigan in Ann Arbor and is a Certified Public Accountant in the State of Texas.

We believe that Ms. Chase’s experience in finance, accounting and corporate governance, as well as her expertise in accounting procedures, policies and financial controls make her well qualified to serve as a member of the Board.

In accordance with the Company’s policies for compensating non-employee directors, Ms. Chase will receive (i) a grant of 2,830 restricted stock units (“RSUs”) under the WaterBridge Infrastructure LLC Long Term Incentive Plan, as may be amended and/or supplemented from time to time (the “Plan”), as compensation for her partial year of service on the Board, which RSUs will vest on September 18, 2026, (ii) an annual cash retainer of $100,000 as compensation for her service on the Board, (iii) an additional annual cash retainer of $10,000 for her service on the Audit Committee and (iv) an additional annual cash retainer of $10,000 for her service as the Chair of the Audit Committee, in each case, to be paid quarterly in advance and prorated for any partial quarter of service. The terms of her RSUs are generally in accordance with the Form of Restricted Share Unit Award Agreement, a copy of which was filed with the SEC on September 24, 2025, as Exhibit 10.3 to the Company’s Current Report on Form 8-K.

In connection with her appointment as a director on the Board, the Company entered into an indemnification agreement with Ms. Chase, dated April 13, 2026 (the “Indemnification Agreement”). The Indemnification Agreement requires, among other things, the Company to indemnify Ms. Chase to the fullest extent permitted by law against liabilities that may arise by reason of her service to the Company, and to advance or pay expenses incurred as a result of any proceeding against her as to which she could be indemnified. The terms of the Indemnification Agreement are generally in accordance with the Form of Indemnification Agreement, a copy of which was filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on September 3, 2025. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement.

There are no arrangements or understandings between Ms. Chase and any other person pursuant to which she was selected to serve as a director of the Board, and there are no relationships or transactions involving Ms. Chase with the Company or any of its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

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: Chief Financial Officer

Date: April 14, 2026

FAQ

What does the prospectus supplement for WaterBridge (WBI) register?

It registers up to 83,250,000 Class A shares for resale by the selling shareholders, as stated in the prospectus supplement dated April 14, 2026. The supplement amends the Form S-1 prospectus and attaches a Form 8-K.

What was WBI's last reported share price referenced in the supplement?

The supplement reports the last NYSE sales price as $25.87 per Class A share on April 14, 2026. That figure is cited in the prospectus supplement's cover text.

Who joined the WaterBridge board and what role will they fill?

Valerie Chase was appointed as an independent director and will serve as Chair of the Audit Committee, with a term expiring at the 2026 annual meeting, per the Form 8-K attached to the supplement.

What compensation did WaterBridge disclose for new director Valerie Chase?

Ms. Chase will receive 2,830 RSUs vesting on September 18, 2026 and annual cash retainers of $100,000, plus $10,000 for Audit Committee membership and $10,000 as Audit Committee Chair, prorated and paid quarterly.

Does WaterBridge identify its corporate governance status in the filing?

Yes. The supplement states WaterBridge is a "controlled company" under NYSE and NYSE Texas rules and relies on exemptions from certain corporate governance requirements.