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): ~~May~~June 618, 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 25.0207 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~May~~June 618, 2026, WaterBridge Infrastructure LLC (~~NYSE:~~the ~~WBI;~~“Company”) ~~NYSE~~held ~~TX:~~its ~~WBI~~2026 annual meeting of shareholders (the “2026 Annual Meeting”), at which the Company’s shareholders voted on proposals to (i) elect each of the directors nominated by the board of directors of the Company (the “Board”), each for a one-year term expiring at the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) ~~announced~~or ~~its~~until ~~financial~~each ~~results~~such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal, (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the ~~quarter~~fiscal ~~ended~~year ~~March~~ending December 31, 2026., A(iii) ~~copy~~approve, on a non-binding, advisory basis, the compensation of the ~~press~~Company’s ~~release~~named isexecutive ~~furnished~~officers ~~hereto~~(the as“Named ~~Exhibit~~Executive ~~99.1~~Officers”) and is(iv) ~~incorporated~~approve ~~herein~~the byfrequency ~~reference.~~of future advisory votes to approve executive compensation.

~~The~~As ~~information~~of inApril ~~this~~23, ~~Item 2.02~~2026, ~~including~~the ~~Exhibit~~record ~~99.1~~date ~~incorporated~~for ~~herein~~the by2026 ~~reference~~Annual Meeting, ~~shall~~the ~~not~~Company behad ~~deemed~~47,016,059 toClass beA ~~“filed”~~shares ~~for~~representing ~~purposes~~limited ofliability ~~Section~~company 18interests ofin the ~~Securities~~Company ~~Exchange~~(the ~~Act~~“Class ofA ~~1934~~shares”) and 76,440,150 asClass ~~amended~~B shares representing limited liability company interests in the Company (together with the Class A shares, the “~~Exchange~~common ~~Act~~shares”), oroutstanding. ~~otherwise~~Holders ~~subject~~of common shares were entitled to ~~the~~one ~~liabilities~~vote per common share on each of ~~that~~the ~~section~~forgoing proposals, ~~and~~each of which is ~~not~~more ~~incorporated~~fully bydescribed ~~reference~~in ~~into~~the ~~any~~Company’s ~~filing~~definitive ~~under~~proxy statement on Schedule 14A filed with the U.S. Securities ~~Act~~and ofExchange ~~1933~~Commission on April 30, as2026. ~~amended~~There (were 112,290,709 common shares represented either virtually or by proxy at the ~~“Securities~~2026 ~~Act”)~~Annual Meeting, orwhich represented approximately 90.95% of the ~~Exchange~~total ~~Act~~voting power of the Company, thereby constituting a quorum.

~~Item~~A ~~7.01~~summary ~~Regulation~~of FDthe ~~Disclosure~~voting results, as certified by the Inspector of Election for the 2026 Annual Meeting, is set forth below.

~~The~~Proposal ~~information~~1: ~~set~~Election ~~forth~~of ~~under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein.~~ Directors

In addition, on May 6, 2026, the Company posted an investor presentation on its website. The presentation, titled “WaterBridge Earnings Presentation First Quarter 2026,” may be found at https://wbinfra.com in the “Events & Presentations” section on the Company’s “Investors” webpage. Investors should note that the Company announces financial information in filings with the U.S. Securities and Exchange Commission, press releases and public conference calls as well as on its website. The Company may use the “Investor Relations” webpage and other sections of its website to communicate with investors, and it is possible that the financial and other information posted there could be deemed to be material information.


Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
David N. Capobianco	89,809,530	17,336,330	5,144,849
Jason Long	91,413,636	15,732,224	5,144,849
Matthew K. Morrow	89,796,844	17,349,016	5,144,849
Michael S. Sulton	89,794,578	17,351,282	5,144,849
Frank Bayouth	89,797,109	17,348,751	5,144,849
Kara Goodloe Harling	89,797,339	17,348,521	5,144,849
Jeffrey Eaton	89,797,074	17,348,786	5,144,849
Ben Moore	89,778,881	17,366,979	5,144,849
James Crane	102,875,937	4,269,923	5,144,849
Greg Daily	105,196,168	1,949,692	5,144,849
Jeffrey Ritenour	89,801,011	17,344,849	5,144,849
Janet Carrig	106,914,565	231,295	5,144,849
Valerie P. Chase	106,949,257	196,603	5,144,849

The ~~information~~Company’s ~~contained~~shareholders orelected ~~referred~~all to13 inof ~~this~~the ~~Item~~director ~~7.01,~~nominees ~~including Exhibit 99.1, shall not be deemed~~ to beserve ~~“filed”~~until ~~for purposes of Section 18 of~~ the ~~Exchange~~2027 ~~Act,~~Annual Meeting or ~~otherwise~~until ~~subject~~each tosuch ~~the~~director’s ~~liabilities~~successor ofis ~~that~~duly ~~section,~~elected and isqualified ~~not~~or ~~incorporated~~until byeach ~~reference~~such ~~into~~director’s ~~any~~earlier ~~filing~~death, ~~under~~resignation, ~~the~~disqualification ~~Securities Act~~ or ~~the Exchange Act~~removal.

~~Item~~Proposal ~~9.01~~2: ~~Financial~~Ratification ~~Statements~~of ~~and~~the ~~Exhibits.~~Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for Fiscal Year Ending December 31, 2026

(d) Exhibits.


Votes For	Votes Against	Abstentions
112,126,827	152,412	11,470

ExhibitNumber		Description
99.1		Press Release of WaterBridge Infrastructure LLC, dated May 6, 2026.
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026.

Proposal 3: Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers


Votes For	Votes Against	Abstentions	Broker Non-Votes
107,003,160	113,269	29,431	5,144,849

The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers.

Proposal 4: Non-binding, advisory vote to approve the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers


One Year	Two Years	Three Years	Abstentions	Broker Non-Votes
105,442,714	1,650,854	21,957	30,335	5,144,849

The Company’s shareholders approved, on a non-binding, advisory basis, a frequency of one year for future advisory votes on the compensation of the Company’s Named Executive Officers.

Based on the vote of our shareholders at the 2026 Annual Meeting, and consistent with the Board’s recommendation set forth in the Company’s proxy statement, the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers every year until the next shareholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s shareholders.

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: ~~May~~June 624, 2026

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