WaterBridge Infrastructure LLC Files 8-K with Key Corporate Updates

TL;DR

WaterBridge Infrastructure LLC filed an 8-K detailing material agreements, equity sales, and executive changes.

AI Summary

WaterBridge Infrastructure LLC filed an 8-K on September 18, 2025, reporting on several material events as of September 16, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and modifications to security holder rights. The filing also notes the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws, changes in fiscal year, and Regulation FD disclosures are covered, along with financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions at WaterBridge Infrastructure LLC, potentially impacting its structure, governance, and financial arrangements.

Risk Assessment

Risk Level: medium — The filing covers multiple material events including definitive agreements, equity sales, and changes in governance, which can introduce complexity and potential risks.

Key Players & Entities

• WaterBridge Infrastructure LLC (company) — Registrant
• 001-42850 (company) — SEC File Number
• 0002064947 (company) — Central Index Key
• DE (company) — State of Incorporation
• 1231 (company) — Fiscal Year End
• 5555 SAN FELIPE STREET SUITE 1200 HOUSTON TX 77056 (company) — Business and Mail Address
• (951) 760-6584 (company) — Business Phone

FAQ

Key Financial Figures

• $20.00 — roceeds of this offering, at a price of $20.00 per Class A share; WBR Holdings, NDB
• $80,200 — nd Elda River contributed approximately $80,200 in cash to the Company in exchange for
• $228.2 million — g; the Company (i) used approximately $228.2 million of the net proceeds from the Offering t
• $587.6 m — received net proceeds of approximately $587.6 million, and expects to receive additiona
• $89.4 million — dditional net proceeds of approximately $89.4 million as a result of the issuance of the Opti

Filing Documents

• wbi-20250916.htm (8-K) — 114KB
• wbi-ex1_1.htm (EX-1.1) — 523KB
• wbi-ex2_1.htm (EX-2.1) — 1069KB
• wbi-ex3_1.htm (EX-3.1) — 682KB
• wbi-ex4_1.htm (EX-4.1) — 263KB
• wbi-ex4_2.htm (EX-4.2) — 735KB
• wbi-ex4_3.htm (EX-4.3) — 157KB
• wbi-ex10_1.htm (EX-10.1) — 207KB
• wbi-ex99_1.htm (EX-99.1) — 21KB
• wbi-ex99_2.htm (EX-99.2) — 21KB
• img246067111_0.jpg (GRAPHIC) — 13KB
• img246990632_0.jpg (GRAPHIC) — 13KB
• 0001193125-25-207591.txt ( ) — 4426KB
• wbi-20250916.xsd (EX-101.SCH) — 29KB
• wbi-20250916_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Contribution and Corporate Reorganization Agreement Pursuant to a contribution and corporate reorganization agreement (the "Contribution and Reorganization Agreement"), dated September 8, 2025, by and among WaterBridge Infrastructure LLC, a Delaware limited liability company (the "Company"), WBR Holdings LLC, a Delaware limited liability company ("WBR Holdings"), NDB Midstream LLC, a Delaware limited liability company ("NDB Midstream"), WaterBridge Equity Finance LLC, a Delaware limited liability company ("WBEF"), Desert Environmental LLC, a Delaware limited liability company ("Desert Environmental"), WaterBridge Resources LLC, a Delaware limited liability company, WaterBridge Co-Invest LLC, a Delaware limited liability company, WaterBridge Co-Invest II LLC, a Delaware limited liability company, WaterBridge II LLC, a Delaware limited liability company, NDB Holdings LLC, a Delaware limited liability company ("NDB Holdings"), Devon WB Holdco L.L.C., a Delaware limited liability company ("Devon Holdco"), Desert Environmental Holdings LLC, a Delaware limited liability company ("Desert Holdings"), WB 892 LLC, a Delaware limited liability company ("WB 892"), Elda River Infrastructure WB LLC, a Delaware limited liability company ("Elda River"), Ashburton Investment Private Limited, a Singapore private limited company ("GIC"), and each other person who became party thereto in accordance with the terms of the Contribution and Reorganization Agreement, the Company completed certain restructuring transactions (the "WaterBridge Combination") in connection with the Offering (as defined below). Pursuant to the Contribution and Reorganization Agreement, on or before September 17, 2025: WBR Holdings formed WBI Operating LLC, a Delaware limited liability company ("OpCo"); all of the existing equityholders of WB 892 (each, a "WB 892 Holder"), a holder of equity interests in WBEF, other than GIC, contributed all of their

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 hereto under "Contribution and Corporate Reorganization Agreement" is incorporated by reference into this Item 3.02. Such transactions were undertaken in reliance on an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 1.01 hereto under "Shareholders' Agreement" and in Item 5.03 hereto is incorporated by reference into this Item 3.03. Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. Appointment of Directors On September 17, 2025, the board was formed, David N. Capobianco was appointed as chairman of the board, and Jason Long, Matthew K. Morrow, Michael S. Sulton, Frank Bayouth, Kara Goodloe Harling, Jeffrey Eaton, Ben Moore, James Crane, Greg Daily and Jeffrey Ritenour were appointed as members of the board. Biographical information for David N. Capobianco, Jason Long, Matthew K. Morrow, Michael S. Sulton, Frank Bayouth, Kara Goodloe Harling, Jeffrey Eaton, Ben Moore, James Crane, Greg Daily and Jeffrey Ritenour is set forth in the Prospectus under the caption "Management" and is incorporated herein by reference. Messrs. Daily and Sulton and Ms. Goodloe Harling will initially serve as members of the board's Audit Committee, with Ms. Goodloe Harling serving as chair of the Audit Committee. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the board determined that Mr. Daily does not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that he is "independent" as that term is defined under the applicable rules and regulations of the Commission and the listing requirements of the New York Stock Exchange and the NYSE Texas, Inc. Except as previously disclosed in the Registration Statement and the Prospectus, there are no transactions in which David N. Capobianco, Jason Long, Matthew K. Morrow, Michael S. Sulton, Frank Bayouth, Kara Goodloe Harling, Jeffrey Eaton, Ben Moore, J

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