LandBridge (LB) refinances $370.2M facility with $500M notes

Rhea-AI Filing Summary

LandBridge Company LLC, through subsidiary DBR Land Holdings LLC, completed a private placement of $500 million aggregate principal amount of 6.250% Senior Notes due 2030. The company plans to use the net proceeds from these notes, together with borrowings under a new revolving credit facility, to repay and terminate its existing credit facility, which had $370.2 million of outstanding borrowings as of September 30, 2025. The notes are senior unsecured obligations guaranteed on a senior unsecured basis by all existing subsidiaries and include customary covenants, redemption options starting before and after December 1, 2027, and a change of control repurchase feature at 101% of principal plus accrued interest.

Insights

Credit markets analyst

LandBridge refinances its bank debt with $500M 6.25% senior notes.

LandBridge, via DBR Land Holdings LLC, issued $500 million of 6.250% Senior Notes due 2030 in a private placement. Net proceeds, combined with borrowings under a new revolving credit facility, will repay and terminate the existing credit facility, which had outstanding borrowings of $370.2 million as of September 30, 2025.

The notes are senior unsecured and guaranteed on a senior unsecured basis by all existing subsidiaries, sitting pari passu with other senior debt and behind any secured borrowings to the extent of collateral value. The Indenture includes customary covenants on additional debt, restricted payments, affiliate transactions and asset sales, which can help maintain a defined leverage and capital allocation framework.

Optional redemption features allow the issuer to redeem up to 40% of the notes before December 1, 2027 at 106.25% using equity offering proceeds, or redeem at specified premiums before and at set prices after that date. A change-of-control provision, combined with a downgrade by two rating agencies, would require an offer to repurchase at 101% of principal plus accrued interest, giving noteholders defined protections if ownership or credit quality changes.

LandBridge Co LLC false 0001995807 0001995807 2025-11-25 2025-11-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2025

LandBridge Company LLC

(Exact name of registrant as specified in its charter)

Delaware		001-42150		93-3636146
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 230-8864

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A shares representing limited liability company interests		LB		New York Stock Exchange
		(indicate by check mark)
				NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 25, 2025, DBR Land Holdings LLC (the “Issuer”), a subsidiary of LandBridge Company LLC (the “Company”), completed the previously announced private placement (the “Offering”) of $500 million aggregate principal amount of 6.250% Senior Notes due 2030 (the “Notes”). The net proceeds from the Offering, together with borrowings under the Company’s new revolving credit facility, will be used to repay all outstanding borrowings under, and terminate, the Company’s existing credit facility. As of September 30, 2025, there was an aggregate amount of $370.2 million of outstanding borrowings under the existing term loan and revolving credit facility.

In connection with the Offering, the Issuer and each of the Guarantors (as defined below) entered into an indenture, dated as of November 25, 2025 (the “Indenture”), with UMB Bank, N.A., as trustee, relating to the issuance of the Notes. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with the Issuer’s unrestricted affiliates, and limitations on asset sales.

The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by all of the Issuer’s existing subsidiaries (collectively, the “Guarantors”).

The Notes and the Guarantees were issued and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereunder. The Notes were resold within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes and Guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

At any time prior to December 1, 2027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including any additional notes) issued under the Indenture at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net cash proceeds of one or more equity offerings. At any time prior to December 1, 2027, the Issuer may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after December 1, 2027, the Issuer may also redeem all or a part of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date.

If a Change of Control (as defined in the Indenture) occurs (along with a downgrade of the Notes by two rating agencies), the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

The Notes and the Guarantees rank equally in right of payment with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and senior to all of the Issuer’s and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of the Issuer’s and the Guarantors’ existing and future secured debt, including debt under the Issuer’s new revolving credit facility, to the extent of the value of the assets securing such debt, and will be structurally subordinated to all liabilities of any future subsidiaries of the Issuer that do not guarantee the Notes.

The summary of the Indenture set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT		DESCRIPTION
4.1		Indenture, dated as of November 25, 2025, by and among DBR Land Holdings LLC, the guarantors party thereto and UMB Bank, N.A., as trustee, relating to the issuance of the Notes.
4.2		Form of 6.250% Senior Note due 2030 (included in Exhibit 4.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANDBRIDGE COMPANY LLC
By:		/s/ Scott L. McNeely
Name:		Scott L. McNeely
Title:		Executive Vice President, Chief Financial Officer

Dated: November 25, 2025

FAQ

What did LandBridge Company LLC (LB) announce regarding new debt financing?

LandBridge Company LLC, through DBR Land Holdings LLC, completed a private placement of $500 million aggregate principal amount of 6.250% Senior Notes due 2030.

How will LandBridge (LB) use the proceeds from the $500 million senior notes?

The net proceeds from the notes, together with borrowings under a new revolving credit facility, will be used to repay all outstanding borrowings under, and terminate, the existing credit facility.

How much debt was outstanding under LandBridges existing credit facility?

As of September 30, 2025, LandBridge had $370.2 million of outstanding borrowings under its existing term loan and revolving credit facility.

What are the key terms of LandBridges 6.250% Senior Notes due 2030?

The notes bear interest at 6.250%, mature in 2030, are senior unsecured obligations, and are guaranteed on a senior unsecured basis by all existing subsidiaries. They were issued under an Indenture with customary covenants and default provisions.

Are LandBridges new senior notes redeemable before maturity?

Yes. Before December 1, 2027, the issuer may redeem up to 40% of the aggregate principal amount at 106.25% of principal using equity offering proceeds, or redeem all or part at 100% plus an applicable premium. On or after that date, the notes are redeemable at set prices plus accrued interest as outlined in the Indenture.

What change-of-control protection do holders of LandBridges notes have?

If a Change of Control, together with a downgrade of the notes by two rating agencies, occurs, the issuer may be required to offer to purchase the notes at 101% of principal plus accrued and unpaid interest.

How do the new notes rank in LandBridges capital structure?

The notes and guarantees rank equally in right of payment with existing and future senior indebtedness, are senior to future subordinated indebtedness, are effectively subordinated to secured debt to the extent of collateral value, and are structurally subordinated to liabilities of any future non-guarantor subsidiaries.