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LandBridge Company LLC (LB) is changing its legal structure through a conversion and redomestication from a Delaware limited liability company to a Texas corporation. A special committee of independent directors and the full board unanimously approved a Plan of Conversion, and LandBridge Holdings LLC, which held 61.2% of outstanding common shares as of August 14, 2026, approved the change by written consent, so no shareholder meeting or proxies are being solicited. The company plans to make the conversion effective no earlier than 20 days after mailing this information statement. Stated reasons include potential eligibility for major U.S. stock indices that require corporate form, aligning the legal domicile with its Texas-based operations, and taking advantage of Texas corporate law features such as a codified business judgment rule, a 3% ownership threshold for derivative suits and shareholder proposals, and an exclusive Texas forum for internal disputes. The company also notes risks, including possible litigation challenging the move, loss of Delaware’s extensive case law, one-time transaction costs, and specific U.S. federal tax considerations for certain non-U.S. holders.
T. Rowe Price Investment Management, Inc. filed an amended Schedule 13G reporting its holdings in LANDBRIDGE CO LLC-A common stock. The firm reports beneficial ownership of 1,276,671 shares, representing 4.6% of the class. All of these shares are reported with sole voting power and sole dispositive power, with no shared voting or dispositive authority. The filer also notes that this filing reflects ownership of 5 percent or less of the class and expressly denies being the beneficial owner of the securities beyond what is required for reporting purposes.
LandBridge Holdings LLC and affiliated Five Point Energy funds, which can designate a majority of LandBridge Co LLC’s board and are therefore treated as directors by deputization, reported a series of related transactions on August 7, 2026. They redeemed 1,250,000 OpCo Units in DBR Land Holdings LLC and cancelled an equal number of Class B shares for 1,250,000 Class A shares of LandBridge Co LLC, then sold those Class A shares at $75.05 per share through a broker-dealer under Rule 144. Following these moves, the reporting person showed 47,168,908 DBR Land Holdings LLC units/Class B shares remaining. Separate from the sale, 73,141 and 102,987 OpCo Units (with corresponding Class B shares) were cancelled in lieu of tax distributions for the quarters ended March 31 and June 30, 2026.
LandBridge Co LLC reporting person David N. Capobianco, a director and more than 10% owner, reported an indirect restructuring and sale on August 7, 2026. An entity he controls, LandBridge Holdings LLC, redeemed 1,250,000 OpCo Units and an equal number of Class B shares in DBR Land Holdings LLC for 1,250,000 Class A shares, then sold those Class A shares at $75.05 per share under Rule 144 through a broker-dealer. Following related redemptions and cancellations described in the notes, LandBridge Holdings is shown with 47,168,908 OpCo Units outstanding, which are indirectly attributable to Capobianco, who disclaims beneficial ownership beyond his pecuniary interest.
LandBridge Holdings LLC and affiliated Five Point Energy funds updated their Schedule 13D for LandBridge Company LLC to reflect an August 7, 2026 secondary sale of 1,250,000 Class A shares at $75.05 per share. The shares were first received upon redemption of an equal number of OpCo Units, together with cancellation of the same number of Class B shares, under the OpCo LLC Agreement.
After these transactions, LandBridge Holdings holds 47,168,908 Class B shares and an equal number of OpCo Units, exchangeable into the same number of Class A shares. This position represents 61.4% of the outstanding Class A shares, based on 28,404,484 Class A shares outstanding as of August 5, 2026 plus 1,250,000 Class A shares issued in the redemption and the reporting persons’ assumed exchanges. On a fully diluted basis, assuming redemption of all 47,430,928 OpCo Units, the reporting persons’ beneficial ownership is 61.2%.
The disclosure notes that Fund II and Fund III collectively own 77.0% of the capital interests of LandBridge Holdings and that the issuer owns 38.5% of the OpCo Units. In connection with the August 2026 Sale, each reporting person entered into a 60‑day lock-up agreement with J.P. Morgan Securities LLC restricting additional transfers of Class A shares, subject to certain exceptions.
McNeely Scott Lloyd reported acquisition or exercise transactions in this Form 4 filing.
LandBridge Co LLC reported that Executive Vice President and Chief Financial Officer Scott Lloyd McNeely received a grant of 14,929 restricted stock units, each representing one Class A share. The RSUs vest in five equal annual installments on each of the first five anniversaries of July 1, 2026, bringing his direct Class A holdings to 84,017 shares.
Chase Valerie reported acquisition or exercise transactions in this Form 4 filing.
LandBridge Co LLC reported that director Valerie Chase received a grant of 1,900 Class A shares in the form of restricted stock units under the Long-Term Incentive Plan. These units vest on July 1, 2027, generally subject to continued board service, bringing her direct holdings to 14,397 shares.
Bolling Harrison Fenner reported acquisition or exercise transactions in this Form 4 filing.
LandBridge Co LLC reported that its Executive Vice President and General Counsel, Bolling Harrison Fenner, received an equity award of 13,572 Class A shares in the form of restricted stock units (RSUs).
The RSUs vest in five equal annual installments beginning on July 1, 2026, with each RSU settling into one Class A share. After this grant, Fenner directly holds 71,294 Class A shares.
LandBridge Co LLC director Ty P. Daul received a grant of 1,900 restricted stock units representing Class A shares under the company’s Long-Term Incentive Plan. The RSUs vest on July 1, 2027, generally subject to continued board service. Following this award, Daul directly holds 20,295 Class A shares, including 27 acquired through a dividend reinvestment plan.