WaterBridge adds Valerie Chase to board, audit chair

WaterBridge Infrastructure LLC appointed Valerie Chase to its Board of Directors, with her term expiring at the company’s 2026 annual meeting of shareholders or earlier if she resigns or is removed.

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC appointed Valerie Chase to its Board of Directors, with her term expiring at the company’s 2026 annual meeting of shareholders or earlier if she resigns or is removed. She will serve as an independent director and Chair of the Audit Committee, replacing Kara Goodloe Harling in that committee role while Ms. Goodloe Harling remains on the Board.

Chase brings more than 20 years of experience in finance, accounting and corporate governance, including senior roles at Apache Corporation and as Vice President, Chief Accounting Officer and Controller of Magnolia Oil & Gas Corporation. As a non-employee director, she will receive a grant of 2,830 restricted stock units vesting on September 18, 2026, an annual cash retainer of $100,000 for Board service, plus $10,000 annually for Audit Committee membership and an additional $10,000 annually for serving as Audit Committee Chair, all paid quarterly and prorated for partial service periods.

The company also entered into an indemnification agreement with Chase dated April 13, 2026, under which she is entitled to indemnification and expense advancement to the fullest extent permitted by law for liabilities arising from her service to the company.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

RSU grant: 2,830 RSUs Board cash retainer: $100,000 per year Audit Committee retainer: $10,000 per year +3 more

6 metrics

RSU grant 2,830 RSUs Grant to Valerie Chase for partial year of board service; vesting on September 18, 2026

Board cash retainer $100,000 per year Annual cash retainer for Valerie Chase’s service on the Board, paid quarterly in advance

Audit Committee retainer $10,000 per year Additional annual cash retainer for service on the Audit Committee, paid quarterly in advance

Audit Chair retainer $10,000 per year Additional annual cash retainer for serving as Chair of the Audit Committee, paid quarterly in advance

Director term end 2026 annual meeting Valerie Chase’s board term expires at the 2026 annual meeting of shareholders or earlier resignation or removal

Indemnification agreement date April 13, 2026 Date of indemnification agreement between WaterBridge Infrastructure LLC and Valerie Chase

Key Terms

independent director, Audit Committee, restricted stock units, Long Term Incentive Plan, +1 more

5 terms

independent director regulatory

"The Board has determined that Ms. Chase is an “independent director” under the applicable rules of the New York Stock Exchange"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee financial

"and has appointed her to serve as the Chair of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

restricted stock units financial

"a grant of 2,830 restricted stock units (“RSUs”) under the WaterBridge Infrastructure LLC Long Term Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Long Term Incentive Plan financial

"under the WaterBridge Infrastructure LLC Long Term Incentive Plan, as may be amended and/or supplemented from time to time"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

indemnification agreement regulatory

"the Company 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WaterBridge Infrastructure (WBI) announce in this 8-K filing?

WaterBridge Infrastructure appointed Valerie Chase to its Board of Directors and named her Chair of the Audit Committee. Her term runs until the 2026 annual meeting, and she enters into a standard indemnification agreement covering service-related liabilities and expense advancement.

Who is Valerie Chase and what experience does she bring to WaterBridge (WBI)?

Valerie Chase has over 20 years of experience in finance, accounting and corporate governance. She held senior roles at Apache Corporation and later served as Vice President, Chief Accounting Officer and Controller of Magnolia Oil & Gas Corporation during its initial business combination and public operations.

How will new director Valerie Chase be compensated by WaterBridge (WBI)?

As a non-employee director, Valerie Chase receives 2,830 restricted stock units vesting on September 18, 2026, a $100,000 annual cash retainer for Board service, plus $10,000 annually for Audit Committee membership and another $10,000 annually as Audit Committee Chair, all paid quarterly in advance.

What is the role change on WaterBridge’s Audit Committee involving Valerie Chase?

Valerie Chase has been appointed Chair of WaterBridge’s Audit Committee, replacing Kara Goodloe Harling in that committee leadership role. Kara Goodloe Harling continues to serve as a member of the Board, while Chase leads audit oversight as an independent director.

What indemnification protections does WaterBridge (WBI) provide to Valerie Chase?

WaterBridge entered into an indemnification agreement with Valerie Chase dated April 13, 2026. It requires the company to indemnify her to the fullest extent permitted by law and to advance or pay expenses for proceedings arising from her service, consistent with its standard indemnification form.

Is Valerie Chase considered independent under stock exchange and SEC rules?

The Board determined that Valerie Chase is an independent director under applicable New York Stock Exchange, NYSE Texas and SEC rules. This independence status is important for her role as Chair of the Audit Committee, which typically requires fully independent membership and leadership.

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

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Accepted by SEC EDGAR 04/14/2026 - 05:02 PM EDT Learn about SEC filing dates

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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

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