LandBridge director sells 1.25M Class A shares

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.

Rhea-AI Filing Summary

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.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Capobianco David N

Role Director, 10% Owner

Sold 1,250,000 shs ($93.81M)

Approx. gross sale proceeds $93.81M

Type	Security	Shares	Price	Value
Conversion	DBR Land Holdings LLC Units F1, F2, F3, F4	1,250,000	$0.00	$0.00
Other	Class B shares F1, F2, F3, F4	1,250,000	$0.00	$0.00
Conversion	Class A shares F1, F2, F4	1,250,000	$0.00	$0.00
Sale	Class A shares F2, F4	1,250,000	$75.05	$93.81M

Holdings After Transaction: DBR Land Holdings LLC Units — 47,168,908 contracts (Indirect, See Footnote); Class B shares — 47,168,908 shares (Indirect, See Footnote); Class A shares — 0 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. Class B Shares do not represent economic interests in the Issuer.
2. F2. In connection with the sale by LandBridge Holdings LLC ("LandBridge Holdings") pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on August 7, 2026, LandBridge Holdings (i) redeemed 1,250,000 OpCo Units (together with the cancellation of 1,250,000 Class B Shares) for 1,250,000 Class A Shares and (ii) sold 1,250,000 Class A Shares at a price per share of $75.05.
3. F3. Reflects the cancellation of 73,141 OpCo Units and 102,987 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended March 31, 2026 and June 30, 2026, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date.
4. F4. LandBridge Holdings is ultimately controlled by the Reporting Person. As a result of the foregoing, the Reporting Person may exercise voting and dispositive power over the Class B Shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. The Reporting Person disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.

Key Figures

Class A shares sold: 1,250,000 shares Sale price per Class A share: $75.05 per share OpCo Units redeemed: 1,250,000 units +2 more

5 metrics

Class A shares sold 1,250,000 shares Class A shares sold by LandBridge Holdings LLC on August 7, 2026

Sale price per Class A share $75.05 per share Price for the 1,250,000 Class A shares sold under Rule 144

OpCo Units redeemed 1,250,000 units OpCo Units redeemed for 1,250,000 Class A shares on August 7, 2026

Post-transaction OpCo Units 47,168,908 units OpCo Units shown as held by LandBridge Holdings LLC after cancellations

OpCo Units cancelled for tax distributions 73,141 and 102,987 units Cancelled instead of cash tax distributions for quarters ended March 31 and June 30, 2026

Key Terms

Rule 144, OpCo Units, Class B Shares, tax distribution, +1 more

5 terms

Rule 144 regulatory

"sale by LandBridge Holdings LLC pursuant to Rule 144 of the Securities Act of 1933"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

OpCo Units financial

"each unit representing membership interests in OpCo ("OpCo Units") may be redeemed"

Class B Shares financial

"delivery for no consideration of an equal number of Class B shares representing interests"

Class B shares are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.

tax distribution financial

"cancellation of OpCo Units in lieu of the payment of a tax distribution by OpCo"

pecuniary interest financial

"disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest"

FAQ

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

What insider transaction did LB’s David N. Capobianco report on August 7, 2026?

David N. Capobianco reported that LandBridge Holdings LLC redeemed 1,250,000 OpCo Units for 1,250,000 Class A shares and sold those Class A shares at $75.05 per share under Rule 144 on August 7, 2026.

How many LandBridge Co LLC (LB) Class A shares were sold and at what price?

LandBridge Holdings LLC sold 1,250,000 Class A shares of LandBridge Co LLC at a price of $75.05 per share, in a Rule 144 transaction executed through a broker-dealer on August 7, 2026.

What restructuring of OpCo Units did LB disclose for David N. Capobianco’s entity?

LandBridge Holdings LLC redeemed 1,250,000 OpCo Units plus the same number of Class B shares for 1,250,000 Class A shares, and separately cancelled additional OpCo Units in lieu of certain tax distributions, as detailed in the footnotes.

How many OpCo Units related to LB does LandBridge Holdings show after these transactions?

After the reported redemptions and cancellations, LandBridge Holdings LLC is shown with 47,168,908 OpCo Units outstanding, which are indirectly attributable to David N. Capobianco, subject to his pecuniary interest.

Were the LB insider transactions made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is marked false, and the footnotes describe a Rule 144 sale through a broker-dealer, not a pre-arranged Rule 10b5-1 trading plan.

What ownership disclaimer does David N. Capobianco make regarding LB-related interests?

The reporting person states that LandBridge Holdings LLC is ultimately controlled by him but disclaims beneficial ownership of OpCo Units and Class B shares in excess of his pecuniary interest, if any.

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

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Available on EDGAR 08/11/2026 - 09:41 PM Accepted by SEC EDGAR 08/11/2026 - 09:40 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Capobianco David N

(Last) (First) (Middle)

C/O LANDBRIDGE COMPANY LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TEXAS 77056

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LandBridge Co LLC [ LB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B shares(1)	08/07/2026		J(1)(2)		1,250,000	D	$0.00(1)	47,168,908(3)	I	See Footnote(4)
Class A shares	08/07/2026		C(1)(2)		1,250,000	A	$0.00(1)	1,250,000	I	See Footnote(4)
Class A shares	08/07/2026		S(2)		1,250,000	D	$75.05(2)	0	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
DBR Land Holdings LLC Units(1)	(1)	08/07/2026		C(1)(2)			1,250,000	(1)	(1)	Class A Shares	1,250,000	$0.00(1)	47,168,908(3)	I	See Footnote(4)

Explanation of Responses:

1. Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. Class B Shares do not represent economic interests in the Issuer.

2. In connection with the sale by LandBridge Holdings LLC ("LandBridge Holdings") pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on August 7, 2026, LandBridge Holdings (i) redeemed 1,250,000 OpCo Units (together with the cancellation of 1,250,000 Class B Shares) for 1,250,000 Class A Shares and (ii) sold 1,250,000 Class A Shares at a price per share of $75.05.

3. Reflects the cancellation of 73,141 OpCo Units and 102,987 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended March 31, 2026 and June 30, 2026, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date.

4. LandBridge Holdings is ultimately controlled by the Reporting Person. As a result of the foregoing, the Reporting Person may exercise voting and dispositive power over the Class B Shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. The Reporting Person disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.

	/s/ David N. Capobianco	08/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)