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): ~~December~~March 1216, ~~2025~~ 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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~December~~March 1216, ~~2025~~2026, ~~the Board of Directors (the “Board”) of~~ WaterBridge Infrastructure LLC (NYSE: WBI; NYSE TX: WBI) (the “Company”) ~~appointed~~announced ~~Janet~~its ~~Carrig~~financial toresults ~~serve~~for on the ~~Board,~~quarter ~~with~~and afiscal ~~term~~year ~~expiring~~ended atDecember ~~the~~31, ~~Company’s 2026 annual meeting of shareholders or her earlier resignation or removal~~2025. ~~The~~ ~~Board~~A ~~has~~copy ~~determined that Ms. Carrig is an “independent director” under the applicable rules~~ of the ~~New~~press ~~York~~release ~~Stock~~is ~~Exchange~~furnished ~~and~~hereto ~~NYSE Texas, Inc. and the U.S. Securities and Exchange Commission (“SEC”) and has appointed her to serve~~ as aExhibit ~~member of the Audit Committee of the Board~~99. ~~Ms.~~1 ~~Carrig will replace Michael Sulton on the Audit Committee~~ and ~~Mr.~~is ~~Sulton~~incorporated ~~will~~herein ~~continue~~by ~~to serve as a member of the Board~~reference.

~~Ms.~~The ~~Carrig~~information ~~has more than 20 years of experience as an attorney~~ in ~~both~~this ~~public~~Item ~~and private practice~~2.02, including ~~most~~Exhibit ~~recently~~99.1 asincorporated ~~the~~herein ~~Senior~~by ~~Vice President~~reference, ~~General~~shall ~~Counsel~~not ~~and~~be ~~Corporate~~deemed ~~Secretary~~to ofbe ~~ConocoPhillips~~“filed” ~~from~~for ~~2007~~purposes ~~until~~of ~~2018~~Section ~~and~~18 ~~ten~~of ~~years as~~ the ~~Executive~~Securities ~~Vice~~Exchange ~~President,~~Act ~~Corporate~~of ~~Development~~1934, ~~General~~as ~~Counsel~~amended ~~and~~(the ~~Secretary~~“Exchange ofAct”), ~~Kellogg~~or ~~Company.~~otherwise ~~Ms.~~subject ~~Carrig~~to ~~also serves on~~ the ~~boards~~liabilities of ~~Columbia~~that ~~Seligman Premium Technology Growth Fund~~section, ~~Inc. (NYSE: STK)~~ and ~~Tri-Continental~~is ~~Corp.~~not ~~(NYSE:~~incorporated ~~TY)~~by ~~and~~reference ~~previously~~into ~~served~~any onfiling under the ~~boards~~Securities ofAct ~~EQT Corporation and Whiting Petroleum. Ms. Carrig received a Bachelor~~ of ~~Arts~~1933, inas ~~History~~amended ~~from~~(the ~~Grinnell~~“Securities ~~College~~Act”), ~~and~~or athe ~~Juris~~Exchange ~~Doctor from Yale Law School~~Act.

WeItem ~~believe that Ms~~7.01 ~~Carrig’s~~Regulation ~~legal,~~FD ~~corporate governance and capital markets expertise make her well qualified to serve as a member of the Board~~Disclosure.

InThe ~~accordance~~information ~~with~~set ~~the~~forth ~~Company’s~~under ~~policies~~Item ~~for compensating non-employee directors, Ms~~2.02 ~~Carrig~~is ~~will~~incorporated ~~receive~~into athis ~~grant~~Item of 6,500 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”) and an annual cash retainer of $100,000 as compensation for her service on the Board, as well as an additional annual cash retainer of $10,000 for her service on the Audit Committee, in each case, to be paid quarterly in advance and prorated for any partial quarter of service7.01 ~~The~~by ~~terms~~reference ~~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~~if ~~10.3~~fully toset ~~the~~forth ~~Company’s Current Report on Form 8-K~~herein.

In ~~connection~~addition, ~~with her appointment as a director~~ on ~~the~~March ~~Board~~16, 2026, the Company ~~entered~~posted ~~into~~ an ~~indemnification~~investor ~~agreement~~presentation ~~with~~on Msits website. ~~Carrig,~~The ~~dated December 12~~presentation, ~~2025~~titled ~~(the~~ “~~Indemnification~~WaterBridge ~~Agreement”).~~Earnings ~~The~~Presentation ~~Indemnification~~Fourth ~~Agreement~~Quarter ~~requires,~~and ~~among~~Fiscal ~~other~~Year ~~things~~2025,” ~~the~~may ~~Company~~be tofound ~~indemnify~~at Mshttps://wbinfra.com ~~Carrig~~in to the ~~fullest~~“Events ~~extent~~& ~~permitted~~Presentations” bysection ~~law~~on ~~against~~the ~~liabilities~~Company’s ~~that~~“Investors” ~~may~~webpage. ~~arise~~Investors byshould ~~reason~~note ofthat ~~her~~the ~~service~~Company toannounces ~~the~~financial ~~Company,~~information ~~and~~in tofilings ~~advance~~with orthe ~~pay~~U.S. ~~expenses~~Securities ~~incurred~~and asExchange aCommission, ~~result~~press ofreleases ~~any~~and ~~proceeding~~public ~~against~~conference ~~her~~calls as towell ~~which~~as ~~she~~on ~~could~~its ~~be indemnified~~website. The ~~terms~~Company ofmay ~~the~~use ~~Indemnification Agreement are generally in accordance with~~ the ~~Form~~“Investor ofRelations” ~~Indemnification~~webpage ~~Agreement,~~and aother ~~copy~~sections of ~~which~~its ~~was~~website ~~filed as Exhibit 10.3~~ to ~~the~~communicate ~~Company’s Registration Statement on Form S-1, as amended, filed~~ with ~~the SEC on September 3~~investors, ~~2025. The~~and ~~foregoing~~it ~~description~~ is ~~not~~possible ~~complete~~that the financial and isother ~~qualified~~information inposted ~~its~~there ~~entirety~~could bybe ~~reference~~deemed to ~~the~~be ~~full~~material ~~text of the Form of Indemnification Agreement~~information.

~~There~~The ~~are~~information nocontained ~~arrangements~~ or ~~understandings~~referred ~~between~~to ~~Ms.~~in ~~Carrig~~this ~~and~~Item ~~any~~7.01, ~~other~~including ~~person~~Exhibit ~~pursuant~~99.1, toshall ~~which~~not ~~she~~be ~~was~~deemed ~~selected~~ to ~~serve~~be as“filed” afor ~~director~~purposes of ~~the~~Section ~~Board,~~18 ~~and~~of ~~there~~the ~~are~~Exchange noAct, ~~relationships~~ or ~~transactions~~otherwise ~~involving~~subject ~~Ms.~~to ~~Carrig with~~ the ~~Company~~liabilities ~~or any~~ of ~~its subsidiaries~~ that ~~would~~section, ~~require~~and ~~disclosure~~is ~~under~~not ~~Item~~incorporated ~~404(a)~~by ofreference ~~Regulation~~into ~~S-K~~any filing under the Securities Act ofor ~~1933,~~the asExchange ~~amended~~Act.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number		Description

99.1		Press Release of WaterBridge Infrastructure LLC, dated March 16, 2026.
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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: ~~December~~March 1516, ~~2025~~ 2026

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