LandBridge selling shareholder prices 2.5M Class A share deal

Rhea-AI Filing Summary

LandBridge Company LLC announced an underwritten public offering of 2,500,000 Class A shares at $70.00 per share, for total gross proceeds of $175 million to a selling shareholder. The shares are being sold by DBR Land Holdings LLC and LandBridge Holdings LLC, referred to as the Selling Shareholder, under an underwriting agreement with Goldman Sachs & Co. LLC. LandBridge will not receive any proceeds from this Offering, which closed on November 18, 2025. Following the sale, the Selling Shareholder owns approximately 63% of LandBridge’s issued and outstanding shares. The Selling Shareholder also granted the underwriter a 30-day option to buy up to an additional 375,000 Class A shares, and the company, certain executives, directors and the Selling Shareholder agreed to 60-day lock-up restrictions after November 17, 2025.

Insights

Equity capital markets analyst

Large shareholder sells $175M of LandBridge stock; company gets no cash.

The transaction is an underwritten public offering of 2,500,000 Class A shares at $70.00 per share, generating total gross proceeds of $175 million for the Selling Shareholder. Because the shares come from an existing holder rather than new issuance, LandBridge does not receive any Offering proceeds and its share count is not expanded by this sale.

After the Offering, the Selling Shareholder still owns about 63% of the issued and outstanding shares, so a controlling position remains with this holder. The Selling Shareholder also granted the underwriter a 30-day option to purchase up to an additional 375,000 Class A shares, which could further increase the public float if exercised.

The company, its executive officers, certain directors, and the Selling Shareholder agreed to 60-day lock-up arrangements after November 17, 2025, limiting additional sales of Class A shares during that period. The Offering was conducted off an effective Form S-3 shelf registration statement and a prospectus supplement dated November 17, 2025, using Goldman Sachs & Co. LLC as underwriter.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

LandBridge Co LLC false 0001995807 0001995807 2025-11-17 2025-11-17

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 17, 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
				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 7.01 Regulation FD Disclosure.

On November 17, 2025, LandBridge Company LLC (NYSE: LB; NYSE TX: LB) (the “Company”) issued a press release announcing the commencement of an underwritten public offering (the “Offering”) of its Class A shares representing limited liability company interests (the “Class A Shares”) by the Selling Shareholder (as defined below). A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On November 17, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On November 17, 2025, the Company, DBR Land Holdings LLC, LandBridge Holdings LLC (the “Selling Shareholder”) and Goldman Sachs & Co. LLC (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Shareholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Shareholder, subject to and upon the terms and conditions set forth therein, 2,500,000 Class A Shares at a price of $70.00 per share, resulting in total gross proceeds to the Selling Shareholder of $175 million. Following the Offering, the Selling Shareholder owns approximately 63% of the issued and outstanding shares of the Company.

The Company will not receive any proceeds from the sale of Class A Shares in the Offering. The Selling Shareholder granted the Underwriter a 30-day option to purchase up to an additional 375,000 Class A Shares to cover sales by the Underwriter in the initial offering of the Class A Shares or in the open market. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Shareholder and other customary obligations of the parties thereto, including indemnification and contribution provisions in favor of the Underwriter against certain liabilities, including those under the Securities Act. The Offering closed on November 18, 2025.

Pursuant to the Underwriting Agreement and as more fully described in the prospectus supplement, the Company, its executive officers and certain of its directors and the Selling Shareholder, and certain of its affiliates, have entered into lock-up agreements with the Underwriter under which the Company and they have agreed, subject to certain exceptions, not to sell, directly or indirectly, any of the Company’s Class A Shares without the permission of the Underwriter for a period of 60 days after November 17, 2025. The Offering was made pursuant to an effective shelf registration statement (including a base prospectus) on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025 and a prospectus supplement dated November 17, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act. The Underwriter and its affiliates have provided in the past to the Company and to the Company’s affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services to the Company and its affiliates in the ordinary course of the Company’s and such affiliates’ business, for which the Underwriter and its affiliates have received and may continue to receive customary fees and commissions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1#		Underwriting Agreement, dated November 17, 2025, by and among LandBridge Company LLC, DBR Land Holdings LLC, LandBridge Holdings LLC and the underwriter named therein.
99.1		Launch Press Release, dated November 17, 2025, of LandBridge Company LLC.
99.2		Pricing Press Release, dated November 17, 2025, of LandBridge Company LLC.
104		Cover Page Interactive Data File (embedded with Inline XBRL document).

# Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

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:		Chief Financial Officer

Date: November 18, 2025

FAQ

How many LandBridge (LB) Class A shares are being sold in this offering?

The Selling Shareholder agreed to sell 2,500,000 Class A shares in an underwritten public offering, with a 30-day option for the underwriter to purchase up to an additional 375,000 shares.

What is the price and total gross proceeds of the LandBridge (LB) share sale?

The Class A shares are priced at $70.00 per share, resulting in total gross proceeds of $175 million to the Selling Shareholder.

Does LandBridge Company LLC receive any proceeds from this Class A share offering?

No. All Class A shares in this Offering are sold by the Selling Shareholder, and LandBridge will not receive any proceeds from the sale.

What ownership stake will the Selling Shareholder have in LandBridge after the offering?

Following the Offering, the Selling Shareholder will own approximately 63% of the issued and outstanding shares of LandBridge Company LLC.

Is there a lock-up period related to the LandBridge (LB) offering?

Yes. LandBridge, its executive officers, certain directors and the Selling Shareholder agreed to not sell Class A shares for 60 days after November 17, 2025, subject to certain exceptions.

Under what registration statement was the LandBridge share offering made?

The Offering was made under an effective Form S-3 shelf registration statement filed on July 2, 2025, and a prospectus supplement dated November 17, 2025.

Who is underwriting the LandBridge (LB) Class A share offering?

Goldman Sachs & Co. LLC is acting as the underwriter under an underwriting agreement with LandBridge and the Selling Shareholder.