424B3

424B3 1 pro_supp_to_wbi_8-k_chas.htm 424B3 424B3

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

SEC Form 424B3 filed by WaterBridge Infrastructure LLC