LandBridge subsidiary issues $125M in 2030 notes

The new notes join the existing 2030 series, and LandBridge intends to use net proceeds to repay part of its revolving-credit borrowings.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

LandBridge Company LLC (LB) disclosed that its subsidiary DBR Land Holdings LLC completed a private placement on October 1, 2026, of an additional $125,000,000 aggregate principal amount of 6.250% Senior Notes due 2030. The offering was upsized from an initial $100,000,000, and the new notes join the same series as $500,000,000 of previously issued notes. LandBridge intends to use net proceeds to repay a portion of outstanding borrowings under its revolving credit facility.

The notes are guaranteed jointly and severally on a senior unsecured basis by the Issuer’s existing subsidiaries. They rank equally in right of payment with existing and future senior indebtedness, but are effectively subordinated to secured debt to the extent of collateral value. Before December 1, 2027, the Issuer may redeem up to 40% of the aggregate principal amount of notes issued under the indenture at 106.250% of principal plus accrued and unpaid interest, using cash no greater than net proceeds from equity offerings. If a Change of Control occurs along with a downgrade of the Notes by two rating agencies, the Issuer may be required to offer to purchase the Notes at 101% of principal plus accrued and unpaid interest.

Filing Explained

The notes were issued under a registration exemption and remain unregistered; U.S. offers or sales require registration or an applicable exemption, and the placement resold them only to qualified institutional buyers in the United States and non-U.S. persons abroad.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Additional notes principal amount: $125,000,000 Initial offering size: $100,000,000 Stated note rate: 6.250% +5 more

8 metrics

Additional notes principal amount $125,000,000 Completed private placement

Initial offering size $100,000,000 Initial size before the offering was upsized

Stated note rate 6.250% Senior Notes due 2030

Maturity 2030 Senior Notes due 2030

Previously issued notes principal amount $500,000,000 Existing notes in the same series

Equity-offering redemption limit 40% Maximum aggregate principal amount redeemable before December 1, 2027

Equity-offering redemption price 106.250% of principal Redemption before December 1, 2027

Change-of-control purchase price 101% of principal Applies if a Change of Control occurs along with a downgrade by two rating agencies

Key Terms

aggregate principal amount, senior unsecured, qualified institutional buyers, Regulation S, +1 more

5 terms

aggregate principal amount financial

"additional $125,000,000 aggregate principal amount"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

senior unsecured financial

"on a senior unsecured basis"

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

qualified institutional buyers regulatory

"only to qualified institutional buyers in reliance on Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Regulation S regulatory

"in reliance on Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

effectively subordinated financial

"effectively subordinated in right of payment"

Debt or claims that are not legally listed as lower priority but, in practice, will be paid after other creditors because of the company’s structure or secured claims. Think of it like standing behind people who are already in line: even if your ticket says you’re next, the way the lines are organized means others get served first, so your chance of getting paid in a default is reduced accordingly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt did LB issue, and when are the notes due?

DBR Land Holdings LLC completed a private placement of an additional $125,000,000 aggregate principal amount of 6.250% Senior Notes due 2030 on October 1, 2026. The offering was upsized from an initial $100,000,000.

What does LB intend to do with the note proceeds?

LandBridge intends to use the net proceeds from the offering to repay a portion of outstanding borrowings under its revolving credit facility.

Who could buy the LB notes in the private placement?

Within the United States, the notes were resold only to qualified institutional buyers in reliance on Rule 144A. Outside the United States, they were resold only to non-U.S. persons in reliance on Regulation S.

What other redemption terms apply to LB’s notes?

Before December 1, 2027, the Issuer may redeem all or part of the Notes at 100% of principal plus the applicable premium set forth in the Indenture and accrued and unpaid interest. On or after that date, redemption prices are those set forth in the Indenture, plus accrued and unpaid interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 04:06 PM Accepted by SEC EDGAR 10/01/2026 - 04:06 PM

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): October 1, 2026

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

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 October 1, 2026, DBR Land Holdings LLC (the “Issuer”), a subsidiary of LandBridge Company LLC (the “Company”), completed the previously announced private placement (the “Offering”) of an additional $125,000,000 aggregate principal amount of 6.250% Senior Notes due 2030 (the “New Notes”). The Offering was upsized from an initial offering size of $100,000,000 aggregate principal amount of the New Notes. The Company intends to use the net proceeds from the Offering to repay a portion of outstanding borrowings under its revolving credit facility. The New Notes were offered as additional notes under the indenture, dated as of November 25, 2025 (as amended or supplemented from time to time, the “Indenture”), pursuant to which the Issuer previously issued $500,000,000 in aggregate principal amount of 6.250% senior notes due 2030 (the “Existing Notes” and, together with the New Notes, the “Notes”). The New Notes have identical terms, other than issue date and issue price, as the Existing Notes and are treated as part of the same series as the Existing Notes for all purposes under the Indenture.

The New 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 New 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 New 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 New 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 106.250% 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 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 incorporated by reference as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.

Item 2.03.

Creation of a Direct Financial Obligation or an 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 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 25, 2025, and incorporated herein by reference).

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: October 1, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents