WaterBridge Infrastructure LLC-A美股招股说明书(2026-04-10版)

The Selling Shareholders may offer, sell or distribute all or a portion ofthe Class A shares hereby registered publicly or through private transactionsat prevailing market prices or at negotiated prices. We are not selling anyClass A shares under this prospectus and will not receive any of theproceeds from the sale of the Class A shares by the Selling Shareholders.We will bear all costs, expenses and fees in connection with the registrationof these securities, including with regard to compliance with state securitiesor “blue sky” laws. The Selling Shareholders will bear all commissions anddiscounts, if any, attributable to their sale of our Class A shares. The Class Ashares may be resold by the Selling Shareholders directly to investors or toor through underwriters, dealers or other agents, as described in more detailin this prospectus. We do not know if, when or in what amounts a SellingShareholder may offer Class A shares for resale. The Selling Shareholdersmay resell all, some or none of the Class A shares covered by thisprospectus in one or multiple transactions. For more information, see thesection titled “Plan of Distribution.” 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 9,2026 was $25.53 per Class A share. We have two classes of authorized equity securities outstanding: ClassA shares and Class B shares representing limited liability company interests(“Class B shares” and, together with Class A shares, “common shares”). OurClass B shares have no economic rights but entitle holders to one vote perClass B share on all matters to be voted on by shareholders generally.Holders of Class A shares and Class B shares vote together as a singleclass on all matters presented to our shareholders for their vote or approval,except as otherwise required by applicable law or by our OperatingAgreement (as defined below). We are a “controlled company” within the meaning of the NYSE andNYSE Texas rules and, as a result, qualify for and rely on exemptions fromcertain corporate governance requirements. See “Risk Factors” and“Management—Status as a Controlled Company” for additional information. INVESTING IN OUR CLASS A SHARES INVOLVES RISKS. SEE THE“RISK FACTORS” SECTION ON PAGE 5 OF THIS PROSPECTUS ANDANY SIMILAR SECTION CONTAINED IN ANY APPLICABLEPROSPECTUS SUPPLEMENT, AMENDMENT OR FREE WRITINGPROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDERBEFORE INVESTING IN OUR CLASS A SHARES. Neither the U.S. Securities and Exchange Commission (“SEC”) norany state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of thisprospectus. Any representation to the contrary is a criminal offense. Prospectus dated April 10, 2026. TABLE OF CONTENTS PageSummary1Risk Factors5Cautionary Note Regarding Forward-Looking Statements6Use of Proceeds9Dividend Policy10Management12Executive Compensation25Director Compensation32Principal and Selling Shareholders34Certain Relationships and Related Party Transactions37Description of Shares48Our Operating Agreement51Material U.S. Federal Income Tax Considerations for Non-U.S.Holders61Certain ERISA Considerations65Plan of Distribution68Legal Matters71Experts71Where You Can Find More Information72Incorporation by Reference73Glossary of Certain TermsA-1 Neither we nor the Selling Shareholders have authorized anyone toprovide you with information different from that contained in thisprospectus, any accompanying prospectus supplement or any freewriting prospectus we have prepared. Neither we nor the SellingShareholders take responsibility for, and can provide no assurance as tothe reliability of, any other information that others may give you. TheSelling Shareholders are offering to sell Class A shares and seekingoffers to buy Class A shares only under circumstances and injurisdictions where such offers and sales are lawful. The information inthis prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of theClass A shares. Our business, liquidity position, financial condition,prospects or results of operations may have changed since the date ofthis prospectus. This prospectus contains forward-looking statements that are subject to anumber of risks and uncertainties, many of which are beyond our control.See the sections titled “Risk Factors” and “Cautionary Note RegardingForward-Looking Statements.” SUMMARY WaterBridge was formed on April 11, 2025 as a Delaware limited liability company to serve as the issuerin an initial public offering of its Class A shares, which closed on September 18, 2025. WaterBridge is aholding company, the principal asset of which is OpCo Units. WaterBridge is also the sole managingmember of OpCo. Unless the context otherwise requires, references in this prospectus to “WaterBridge,” th