WaterBridge Infrastructure LLC

For the period ended Jun 18, 2026. Filed Apr 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 18, 2026 · Filed Apr 30, 2026

WBI$24.81+3.6%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

WaterBridge Infrastructure LLC

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 30, 2026

Dear Shareholders:

You are cordially invited to attend the 2026 Annual Meeting (the “Annual Meeting”) of shareholders (“shareholders”) of WaterBridge Infrastructure LLC (“WaterBridge,” the “Company,” “we,” “us” or “our”) on June 18, 2026, at 4:00 p.m. Central Time. The Annual Meeting will be held in a hybrid format in person at Park House Houston, located at 4411 San Felipe Street, Suite 700, Houston, Texas 77027 and also by means of remote communication conducted virtually via live webcast. You will be able to attend and participate in the Annual Meeting in person or online and vote your common shares in person or electronically. To register to attend the Annual Meeting, please visit http://www.ProxyVote.com and enter your control number included on your Notice of Internet Availability or Proxy card (as defined below). You will not be admitted to the in-person portion of the Annual Meeting if you do not register in advance. Shareholders who have registered and choose to virtually attend the Annual Meeting will be able to join the Annual Meeting athttp://www.virtualshareholdermeeting.com/WBI2026.

The matters expected to be acted upon at the Annual Meeting are described in the Proxy Statement (the “Proxy” or “Proxy Statement”). The Annual Meeting materials include the Proxy Statement, our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) and the Proxy card, each of which is enclosed (collectively, the “Proxy Materials”).

Please use this opportunity to vote on the business to come before the Annual Meeting. On or about April 30, 2026, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), instead of a paper copy of our Proxy Materials. The Notice of Internet Availability contains instructions on how to access the Proxy Materials electronically and how to cast your vote via the internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our Proxy Materials. All shareholders who have so requested will receive a paper copy of the Proxy Materials by mail. This Proxy Statement and accompanying form of Proxy are dated April 30, 2026, and are expected to be first made available to shareholders on or about April 30, 2026. Only shareholders of record at the close of business on April 23, 2026 may vote at the Annual Meeting and any postponement or adjournment of the Annual Meeting. All shareholders are cordially invited to participate in the Annual Meeting and any postponement or adjournment of the Annual Meeting. However, to ensure your representation at the Annual Meeting, please vote as soon as possible via the internet or telephone, as instructed in the Proxy Materials. Alternatively, you may submit your paper Proxy card by mail. Returning the paper Proxy card or voting electronically does NOT deprive you of your right to participate in the Annual Meeting and to vote your common shares for the matters acted upon at the Annual Meeting.

Your vote is important. Whether or not you expect to attend and participate in the Annual Meeting, please submit your Proxy electronically via the internet or by telephone, or complete, sign and date the paper Proxy card and return it in the pre-paid envelope provided.

Sincerely,

David N. Capobianco

Chairman of the Board

WATERBRIDGE INFRASTRUCTURE LLC

(713) 230-8864

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18, 2026

Date and Time	WaterBridge will hold its Annual Meeting of shareholders on Thursday, June 18, 2026 at 4:00 p.m., Central Time.
Place:	The in-person portion of the Annual Meeting will be held at Park House Houston, located at 4411 San Felipe Street, Suite 700, Houston, Texas 77027. The Annual Meeting will also be conducted via live webcast on the internet. To register to attend the in-person Annual Meeting, please pre-register on or before 5:00 p.m. CT on June 11, 2026, by visiting http://www.ProxyVote.com and selecting “Attend a Meeting” after you enter the 16-digit control number found on your Proxy card, voting instruction form or notice. You will receive a confirmation email with information on how to attend the meeting. Please be advised that space is limited. The use of cameras, sound recording equipment, communication devices or other similar equipment is prohibited.
Meeting Admission:	You will not be admitted to the in-person portion of the Annual Meeting if you do not register in advance. Each shareholder desiring to attend the in-person portion of the Annual Meeting must also bring proof of share ownership and government-issued photo identification in order to be admitted to the Annual Meeting. If you wish to vote by ballot at the in-person Annual Meeting and you hold your shares in street name, you will also need to obtain a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote your shares at the Annual Meeting. You must present this legal proxy at the entrance to the Annual Meeting. On the day of the meeting, you will be able to participate in the Annual Meeting virtually by visiting http://www.virtualshareholdermeeting.com/WBI2026 and entering the 16-digit control number found on your Notice. Beneficial shareholders who do not have a 16-digit control number should follow the instructions provided on the Proxy card, voting instruction form or notice provided by your broker, bank or other nominee Questions relevant to meeting matters will be taken and answered during the meeting as time allows. Shareholders of record at the close of business on April 23, 2026, who wish to ask a question must submit a question in advance of the Annual Meeting. To submit a question in advance of the Annual Meeting, visit http://www.ProxyVote.com and enter your 16-digit control number included in your notice, Proxy card or voting instruction form. Questions submitted in advance must be submitted before 5:00 p.m. CT on June 11, 2026. To submit a question during the Annual Meeting via the virtual meeting platform, visit http://www.virtualshareholdermeeting.com/WBI2026 and enter the 16-digit control number included in your notice, Proxy card or voting instruction form.

Items of Business:	1.	To elect the 13 directors identified in the accompanying Proxy Statement to serve as directors of WaterBridge for a one-year term or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal (Proposal No. 1);
	2.	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of WaterBridge for the fiscal year ending December 31, 2026 (Proposal No. 2);
	3.	To approve, on an advisory, non-binding basis, the compensation of WaterBridge’s named executive officers (“Named Executive Officers,” or “NEOs”) (Proposal No. 3);
	4.	To approve, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of WaterBridge’s Named Executive Officers (Proposal No. 4); and
	5.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Record Date:	Only shareholders of record at the close of business on April 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. A complete list of shareholders entitled to vote at the Annual Meeting will be available for examination ten days before the Annual Meeting by accessing the virtual meeting website at http://www.virtualshareholdermeeting.com/WBI2026.
Proxy Voting:	Holders of our Class A shares representing limited liability company interests in the Company (the “Class A shares”) and holders of our Class B shares representing limited liability company interests in the Company (the “Class B shares” and, together with the Class A shares, the “common shares”) are entitled to one vote per common share held as of April 23, 2026, and shall vote together as a single class. The approximate date on which the attached Proxy Materials are first being made available to shareholders is April 30, 2026. This Notice is not a form of voting and only presents an overview of the more complete Proxy Materials that have been mailed to you. The Proxy card also includes instructions on how to access our Proxy Materials over the internet and how to vote online, by telephone or by mail. We encourage you to review the Proxy Materials before voting.

By Order of the Board of Directors,

Scott L. McNeely Executive Vice President, Chief Financial Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18, 2026: Our Proxy Materials are

available free of charge athttp://www.ProxyVote.com.

WATERBRIDGE INFRASTRUCTURE LLC

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.