Business Context and Reporting Period
This Form 8-K Current Report was filed by WaterBridge Infrastructure LLC (NYSE: WBI) on December 12, 2025. The filing discloses a corporate governance event involving the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
The primary material change reported is the appointment of Janet Carrig to the Board of Directors, effective December 12, 2025. Key details include:
- Role: Independent Director and member of the Audit Committee.
- Term: Expires at the 2026 annual meeting of shareholders or upon earlier resignation/removal.
- Replacement: Ms. Carrig replaces Michael Sulton on the Audit Committee; Mr. Sulton remains on the Board.
- Background: Ms. Carrig brings over 20 years of legal experience, including former roles as General Counsel at ConocoPhillips and Kellogg Company.
Compensation and Governance
In accordance with company policy, Ms. Carrig's compensation package includes:
- Equity: Grant of 6,500 restricted stock units (RSUs) under the Long Term Incentive Plan.
- Cash Retainer: $100,000 annual cash retainer for Board service.
- Committee Fee: Additional $10,000 annual cash retainer for Audit Committee service.
- Payment Terms: Cash retainers are paid quarterly in advance and prorated for partial quarters.
- Indemnification: An indemnification agreement was executed on December 12, 2025, protecting Ms. Carrig against liabilities arising from her service.
Investor Verification Checklist
- Verify the independence status of Janet Carrig under NYSE and SEC rules.
- Review the terms of the 6,500 RSU grant filed as Exhibit 10.3 to the September 24, 2025, Form 8-K.
- Confirm the details of the Indemnification Agreement filed as Exhibit 10.3 to the September 3, 2025, Form S-1.
- Monitor the composition of the Audit Committee following Michael Sulton's removal from that specific committee.