WaterBridge issues $150M more 2033 notes

WaterBridge Infrastructure LLC (WBI) reports that its subsidiary WBI Operating LLC completed a private placement of an additional $150,000,000 aggregate principal amount of 6.500% Senior Notes due 2033.

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC (WBI) reports that its subsidiary WBI Operating LLC completed a private placement of an additional $150,000,000 aggregate principal amount of 6.500% Senior Notes due 2033. The deal was upsized from $100,000,000, and the new notes were priced at par and issued as additional notes under the existing October 6, 2025 indenture, fungible with $600,000,000 of existing 6.500% notes due 2033.

Net proceeds are intended to repay a portion of borrowings under the revolving credit facility. The notes are senior unsecured and guaranteed jointly and severally by all existing subsidiaries. They rank equally with other senior debt but are effectively subordinated to secured debt and structurally subordinated to liabilities of any future non‑guarantor subsidiaries.

Before October 15, 2028, the issuer may redeem up to 40% of the aggregate principal amount of notes at 106.500% of principal with equity offering proceeds and may redeem all or part of the notes at make‑whole premiums before October 15, 2030. Upon a qualifying Change of Control with a ratings downgrade, holders may be offered repurchase at 101% of principal plus accrued interest. The offering was conducted as a private placement under Section 4(a)(2), with resales under Rule 144A and Regulation S.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New notes offering size: $150,000,000 Coupon rate: 6.500% Existing notes outstanding: $600,000,000 +5 more

8 metrics

New notes offering size $150,000,000 Additional 6.500% Senior Notes due 2033 issued in August 2026

Coupon rate 6.500% Interest rate on Senior Notes due 2033

Existing notes outstanding $600,000,000 6.500% Senior Notes due 2033 issued prior to the new offering

Total notes after offering $750,000,000 Combined existing and new 6.500% Senior Notes due 2033

Equity claw percentage 40% Maximum principal amount redeemable with equity proceeds before October 15, 2028

Equity claw redemption price 106.500% Redemption price of principal plus accrued interest for equity-funded redemptions

Change of Control repurchase price 101% Repurchase price of principal if Change of Control with ratings downgrade occurs

Indenture date October 6, 2025 Date of base indenture governing both existing and new notes

Key Terms

Senior Notes, Rule 144A, Regulation S, Change of Control, +2 more

6 terms

Senior Notes financial

"6.500% Senior Notes due 2033 (the “New Notes”)"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

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"

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.

senior unsecured financial

"guaranteed, jointly and severally, on a senior unsecured basis by all of the Issuer’s"

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

structurally subordinated financial

"will be structurally subordinated to all liabilities of any future subsidiaries"

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

FAQ

What did WaterBridge Infrastructure LLC (WBI) announce regarding new debt financing?

WaterBridge’s subsidiary issued $150 million of additional 6.500% Senior Notes due 2033 in a private placement. The new notes are fungible with $600 million of existing notes and proceeds are intended to repay borrowings under its revolving credit facility.

What are the key terms of WBI’s new 6.500% Senior Notes due 2033?

The new notes bear interest at 6.500% and mature in 2033, matching the existing senior notes. They are senior unsecured obligations, guaranteed by all existing subsidiaries, and rank pari passu with other senior debt but below secured and certain subsidiary liabilities.

How large is WaterBridge’s total 6.500% Senior Notes due 2033 issuance after this 8-K?

After the new issue, total 6.500% Senior Notes due 2033 amount to $750 million aggregate principal (existing $600 million plus $150 million additional). All are treated as a single series under the October 6, 2025 indenture.

How will WaterBridge (WBI) use the proceeds from the $150 million notes offering?

WaterBridge intends to use the net proceeds from the $150 million notes offering to repay a portion of outstanding borrowings under its revolving credit facility, effectively terming out some short‑term secured debt into longer‑dated senior notes.

What redemption options apply to WBI’s 6.500% Senior Notes due 2033?

Before October 15, 2028, the issuer may redeem up to 40% of the notes at 106.500% using equity proceeds. It also may redeem earlier at make‑whole premiums, and after certain dates at scheduled prices, plus accrued interest in each case.

What happens to WBI’s notes if there is a Change of Control and ratings downgrade?

If a defined Change of Control occurs along with a downgrade by two rating agencies, the issuer may be required to offer to repurchase the notes at 101% of principal, plus any accrued and unpaid interest to the purchase date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/18/2026 - 05:01 PM Accepted by SEC EDGAR 08/18/2026 - 05:00 PM Learn about SEC filing dates

false000206494700020649472026-08-132026-08-13

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

Exhibit 99.1

WaterBridge Announces Pricing of Upsized $150,000,000 Offering of Additional 6.500% Senior Notes due 2033

August 13, 2026

HOUSTON—(BUSINESS WIRE)—WaterBridge Infrastructure LLC (NYSE: WBI; NYSE Texas: WBI) (“WaterBridge”) announced today that WBI Operating LLC (the “Issuer”), a subsidiary of WaterBridge, has priced its offering (the “Offering”) of $150 million in aggregate principal amount of 6.500% senior notes due 2033 at par (the “New Notes”). The Offering was upsized from the previously announced offering size of $100 million. The Offering is expected to close on August 18, 2026, subject to customary closing conditions.

The New Notes are being offered as additional notes under the indenture, dated as of October 6, 2025 (the “Indenture”), pursuant to which the Issuer previously issued $600 million in aggregate principal amount of 6.500% senior notes due 2033 (the “Existing Notes”). The New Notes will have identical terms as the Existing Notes, other than the issue date and issue price, and will be treated as part of the same series as the Existing Notes for all purposes under the Indenture.

WaterBridge intends to use the net proceeds from the Offering to repay a portion of outstanding borrowings under its revolving credit facility.

The New Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The New Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to persons outside the United States only pursuant to Regulation S under the Securities Act.

This press release is neither an offer to sell nor a solicitation of an offer to buy the New Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the New Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About WaterBridge

WaterBridge is a leading integrated, pure-play water infrastructure company with operations predominantly in the Delaware Basin, the most prolific oil and natural gas basin in North America, with additional assets in the Eagle Ford and Arkoma Basins. WaterBridge operates the largest integrated produced water infrastructure network in the United States, through which it provides water management solutions to oil and natural gas exploration and production companies under long-term contracts, which include gathering, transporting, recycling and handling produced water. Headquartered in Houston, Texas, WaterBridge is a first mover in the water midstream sector and benefits from an experienced and entrepreneurial management team. WaterBridge was formed by Five Point Infrastructure LLC, a private equity firm with a track record of investing

in and developing energy, environmental water management and sustainable infrastructure companies within the Permian Basin.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements, as well as assumptions made by, and information currently available to, WaterBridge, and therefore involve risks and uncertainties that are difficult to predict, including risks and uncertainties associated with market conditions as they relate to the Offering and the ability to successfully close the Offering. Forward-looking statements include all statements that are not historical facts. The words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words, or similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, WaterBridge does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for WaterBridge to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in WaterBridge’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other reports filed by WaterBridge with the U.S. Securities and Exchange Commission. These risk factors could cause WaterBridge’s actual results to differ materially from those contained in any forward-looking statement.

Contacts

Scott McNeely
Chief Financial Officer
Contact@wbinfra.com

Mae Herrington
Director, Investor Relations
ir@wbinfra.com

Media
Daniel Yunger / Nathaniel Shahan
Kekst CNC
kekst-waterbridge@kekstcnc.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 13.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.3 KB