LB insider Capobianco redeems OpCo units, sells 2.5M shares

Rhea-AI Filing Summary

LandBridge Company LLC insider David N. Capobianco, through LandBridge Holdings LLC, reported a series of related equity transactions in LandBridge Co LLC (ticker LB) on November 18, 2025.

LandBridge Holdings redeemed 2,500,000 DBR Land Holdings LLC units, together with the cancellation of an equal number of Class B shares, for 2,500,000 Class A shares of the issuer at no stated share price. On the same date, LandBridge Holdings then sold 2,500,000 Class A shares in an underwritten public offering at $70.00 per share, which represents the price to the underwriter.

Following these transactions, an entity controlled by the reporting person remained an indirect holder of a large block of Class B shares and associated OpCo units, over which he may be deemed to have voting and dispositive power, while disclaiming beneficial ownership beyond his pecuniary interest.

Insights

Equity Ownership and SEC Transactions Analyst

Large controlling holder converts OpCo units and sells 2.5M Class A shares in an underwritten offering.

The reporting person, a director and 10% owner of LandBridge Co LLC, oversaw a restructuring of interests on 11/18/2025. LandBridge Holdings LLC redeemed 2,500,000 OpCo Units and an equal number of Class B shares for 2,500,000 Class A shares at an effective conversion price of $0.00, then sold those 2,500,000 Class A shares in an underwritten public offering at $70.00 per share. Class B shares carry voting power but no economic interest, while OpCo Units can be exchanged for Class A shares or cash at the issuer’s election.

After these transactions, indirect beneficial ownership remains significant, with 48,593,505 derivative securities (OpCo Units) still indirectly held. Earlier in 2025, OpCo cancelled additional OpCo Units (and corresponding Class B shares) instead of paying part of tax distributions in cash, with the cancelled amounts determined using the Class A share price on each tax distribution date. Control is described as “ultimate” through LandBridge Holdings, while beneficial ownership is expressly disclaimed beyond the reporting person’s pecuniary interest.

This filing signals a sizeable secondary sale by a controlling holder and a continued ability to exchange a large pool of OpCo Units into Class A shares in the future. The underwriter may resell the Class A shares on the NYSE, NYSE Texas, over-the-counter, or through negotiated transactions at market or negotiated prices, as disclosed. A key item to watch is any future redemptions or cancellations of OpCo Units and Class B shares, and how those alter Class A share counts and the reporting person’s indirect stake over time.

Insider Trade Summary

Net Seller: 2,500,000 shares ($175,000,000)

Net Sell 4 txns

Insider Capobianco David N

Role Director, 10% Owner

Sold 2,500,000 shs ($175.00M)

Type	Security	Shares	Price	Value
Conversion	DBR Land Holdings LLC Units	2,500,000	$0.00	--
Other	Class B shares	2,500,000	$0.00	--
Conversion	Class A shares	2,500,000	$0.00	--
Sale	Class A shares	2,500,000	$70.00	$175.00M

Holdings After Transaction: DBR Land Holdings LLC Units — 48,593,505 shares (Indirect, See Footnote); Class B shares — 48,593,505 shares (Indirect, See Footnote); Class A shares — 2,500,000 shares (Indirect, See Footnote)

Footnotes (1)

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. In connection with an underwritten public offering by LandBridge Holdings LLC ("LandBridge Holdings") on November 18, 2025, LandBridge Holdings (i) redeemed 2,500,000 OpCo Units (together with the cancellation of 2,500,000 Class B Shares) for 2,500,000 Class A Shares and (ii) sold 2,500,000 Class A Shares at a price per share of $70.00. This amount represents the price to the underwriter. The underwriter may offer the Class A shares from time to time in one or more transactions on the NYSE, the NYSE Texas, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. Reflects the cancellation of 28,004 OpCo Units and 119,987 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) held by LandBridge Holdings on June 9, 2025 and September 8, 2025, respectively, 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 June 30, 2025 and September 30, 2025, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date. 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.

Form 4 Insider Transactions: What Each Field Means →

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 TX 77056

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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

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

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

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)	11/18/2025		J(1)(2)		2,500,000	D	$0.00(1)	48,593,505(3)	I	See Footnote(4)
Class A shares	11/18/2025		C(1)(2)		2,500,000	A	$0.00(1)	2,500,000	I	See Footnote(4)
Class A shares	11/18/2025		S(2)		2,500,000	D	$70(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)	11/18/2025		C(1)(2)			2,500,000	(1)	(1)	Class A Shares	2,500,000	$0.00(1)	48,593,505(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 an underwritten public offering by LandBridge Holdings LLC ("LandBridge Holdings") on November 18, 2025, LandBridge Holdings (i) redeemed 2,500,000 OpCo Units (together with the cancellation of 2,500,000 Class B Shares) for 2,500,000 Class A Shares and (ii) sold 2,500,000 Class A Shares at a price per share of $70.00. This amount represents the price to the underwriter. The underwriter may offer the Class A shares from time to time in one or more transactions on the NYSE, the NYSE Texas, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.

3. Reflects the cancellation of 28,004 OpCo Units and 119,987 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) held by LandBridge Holdings on June 9, 2025 and September 8, 2025, respectively, 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 June 30, 2025 and September 30, 2025, 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	11/20/2025
	** 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.

FAQ

What insider transaction did LB's David N. Capobianco report?

David N. Capobianco reported that LandBridge Holdings LLC, which he ultimately controls, redeemed 2,500,000 OpCo units (with a corresponding cancellation of 2,500,000 Class B shares) for 2,500,000 Class A shares of LandBridge Co LLC on November 18, 2025.

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

LandBridge Holdings LLC sold 2,500,000 Class A shares of LandBridge Co LLC in an underwritten public offering at a price of $70.00 per share, which was the price to the underwriter.

What happened to the Class B shares and OpCo units in the LB transaction?

In connection with the redemption, 2,500,000 OpCo units and an equal number of Class B shares held by LandBridge Holdings were cancelled and exchanged for 2,500,000 Class A shares. Earlier in 2025, additional OpCo units and Class B shares were cancelled in lieu of certain tax distributions.

Does David N. Capobianco still have influence over LB equity after these transactions?

The filing states that LandBridge Holdings is ultimately controlled by the reporting person, who may exercise voting and dispositive power over the Class B shares held by LandBridge Holdings and may be deemed their beneficial owner, while disclaiming ownership beyond his pecuniary interest.

What is the relationship between OpCo units and LandBridge (LB) Class A and Class B shares?

Each OpCo unit, together with delivery of an equal number of Class B shares, may be redeemed for an equal number of newly issued Class A shares of LandBridge Co LLC or for cash at the issuer's election, subject to certain requirements. OpCo units do not expire, and Class B shares do not represent economic interests in the issuer.

Was the LB insider transaction part of a public offering?

Yes. The filing notes that on November 18, 2025, the redemption and share exchange were made in connection with an underwritten public offering by LandBridge Holdings LLC, in which 2,500,000 Class A shares were sold at $70.00 per share.