WaterBridge Infrastructure (WBI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2026, in a hybrid format, allowing both in-person and virtual participation, with advance registration required for in-person attendance.

• Shareholders of record as of April 23, 2026, are entitled to vote on four key proposals, including director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The proxy materials, including the annual report and proxy card, are available electronically, with paper copies upon request.

Voting matters and shareholder proposals

• Four proposals: election of 13 directors for a one-year term, ratification of Deloitte & Touche LLP as auditor for 2026, advisory approval of executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for ONE YEAR frequency on say-on-pay.

• No other shareholder proposals were received in advance; any other business will be handled at the board's discretion.

Board of directors and corporate governance

• Board consists of 13 directors, with four meeting independence requirements; majority are designated by principal shareholders under a shareholders' agreement.

• Chairman and CEO roles are separated; independent directors meet regularly in executive session.

• Controlled company status exempts from certain NYSE governance requirements, but audit committee is fully independent.

• No compensation or nominating committees due to controlled company status; these will be established if control status changes.

• Code of business conduct and corporate governance guidelines are in place and available online.