LandBridge director & 10% owner redeems OpCo units, sells shares

Rhea-AI Filing Summary

LandBridge Company LLC (LB) reported insider activity by a director and 10% owner involving its Up-C structure. On November 18, 2025, the reporting person redeemed 2,500,000 OpCo Units of DBR Land Holdings LLC, together with the cancellation of 2,500,000 Class B shares, for 2,500,000 Class A shares of LandBridge at no stated cash cost. The same day, the reporting person sold 2,500,000 Class A shares in an underwritten public offering at $70.00 per share, transferring those shares to the public market.

Following these transactions, the reporting person continued to hold 48,593,505 derivative interests linked to LandBridge through OpCo Units and related Class B shares, while its direct Class A share position was reduced to zero. The structure allows OpCo Units plus Class B shares to be redeemed in the future for an equal number of newly issued Class A shares or cash, at LandBridge’s election, subject to certain requirements.

Insights

Equity Ownership and Governance Analyst

Large selling shareholder transaction increases public float while underlying control structure and sizable holdings remain in place.

The filing shows a major holder and "director by deputization" converting and selling 2,500,000 Class A shares of LandBridge Company LLC on 11/18/2025. The holder redeemed 2,500,000 OpCo units plus the corresponding Class B shares for Class A shares at $0.00 and then sold those Class A shares in an underwritten offering at $70.00 per share. After these transactions, the reporting person still holds 48,593,505 derivative units, indicating a continuing, very large economic interest.

The structure matters. OpCo units plus Class B shares can be exchanged into Class A shares or cash at the issuer’s election, and the Class B shares themselves do not carry economic rights. This arrangement keeps economic exposure at the OpCo level while allowing periodic exchanges that add to the Class A public float. Some OpCo units were previously cancelled in lieu of cash tax distributions, tying equity movements directly to tax-related cash flows.

Control remains concentrated. The reporting group has rights under a shareholder agreement to designate a majority of the issuer’s board, and various Five Point Energy funds and general partners, ultimately linked to David N. Capobianco, may exercise voting and dispositive power over these holdings. The key items to watch are future exchanges and sales of OpCo units into Class A shares and any changes to the board designation rights over time.

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^*

LandBridge Holdings LLC

(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)

	Form filed by One Reporting Person
X	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)	D(4)(5)
Class A shares	11/18/2025		C(1)(2)		2,500,000	A	$0.00(1)	2,500,000	D(4)(5)
Class A shares	11/18/2025		S(2)		2,500,000	D	$70(2)	0	D(4)(5)

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)	D(4)(5)

1. Name and Address of Reporting Person^*

LandBridge Holdings LLC

(Last) (First) (Middle)

C/O LANDBRIDGE COMPANY LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Five Point Energy GP II LP

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Five Point Energy GP II LLC

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Five Point Energy GP III LP

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Five Point Energy GP III LLC

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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)

Relationship of Reporting Person(s) to Issuer

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

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 the Reporting Person on November 18, 2025, the Reporting Person (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. The Reporting Person is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II") and Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), collectively own 97.4% of the capital interests of the Reporting Person and have the right to appoint a majority of the members of the board of managers of the Reporting Person. Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP") is the sole general partner of Fund II. Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC") is the sole general partner GP II LP. Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP") is the sole general partner of Fund III.

5. (Continued from footnote 4) Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member. As a result of the foregoing, Mr. Capobianco may exercise voting and dispositive power over the Class B Shares held by the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.

Remarks:

Pursuant to a Shareholder Agreement between the Issuer and the Reporting Person, the Reporting Person has the right to designate a majority of the members of the Board of Directors of the Issuer. As a result, the Reporting Persons constitute "directors by deputization" with respect to the Issuer.

	/s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC	11/20/2025
	/s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP II LP, the general partner of Five Point Energy Fund II AIV-VII LP	11/20/2025
	/s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP III LP, the general partner of Five Point Energy Fund III AIV-VIII LP	11/20/2025
	/s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP	11/20/2025
	/s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC	11/20/2025
	/s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP	11/20/2025
	/s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC	11/20/2025
	/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 LandBridge (LB) disclose in this Form 4?

The filing shows a reporting person who is a director and 10% owner redeemed 2,500,000 OpCo Units and cancelled 2,500,000 Class B shares in exchange for 2,500,000 Class A shares, then sold those 2,500,000 Class A shares in an underwritten public offering.

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

The reporting person sold 2,500,000 Class A shares of LandBridge at a price of $70.00 per share, which is described as the price to the underwriter in the public offering.

What does the Form 4 say about the reporting person’s remaining interest in LandBridge (LB)?

After the reported transactions, the filing lists the reporting person as beneficially owning 48,593,505 derivative interests via DBR Land Holdings LLC OpCo Units and associated Class B shares, while holding 0 Class A shares directly.

How do OpCo Units and Class B shares work in the LandBridge structure?

Each OpCo Unit, together with a corresponding Class B share, may be redeemed for either an equal number of newly issued Class A shares of LandBridge or for cash, at LandBridge’s election, subject to certain requirements. The filing notes that Class B shares do not represent economic interests in LandBridge.

What relationships to LandBridge does the reporting person have?

The reporting person is identified as both a Director and a 10% Owner of LandBridge. A shareholder agreement gives the reporting person the right to designate a majority of LandBridge’s board, and the filing states that the reporting persons constitute “directors by deputization.”

Where may the underwriter resell the LandBridge Class A shares?

The filing states that the underwriter may offer the Class A shares from time to time on the NYSE, the NYSE Texas, in the over-the-counter market, or through negotiated transactions, at market or negotiated prices.