LandBridge Co LLC (LB) holders convert OpCo units, sell 1.25M Class A shares at $75.05
Rhea-AI Filing Summary
LandBridge Holdings LLC and affiliated Five Point Energy funds, which can designate a majority of LandBridge Co LLC’s board and are therefore treated as directors by deputization, reported a series of related transactions on August 7, 2026. They redeemed 1,250,000 OpCo Units in DBR Land Holdings LLC and cancelled an equal number of Class B shares for 1,250,000 Class A shares of LandBridge Co LLC, then sold those Class A shares at $75.05 per share through a broker-dealer under Rule 144. Following these moves, the reporting person showed 47,168,908 DBR Land Holdings LLC units/Class B shares remaining. Separate from the sale, 73,141 and 102,987 OpCo Units (with corresponding Class B shares) were cancelled in lieu of tax distributions for the quarters ended March 31 and June 30, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
4 txns
Insider
LandBridge Holdings LLC, Five Point Energy Fund II AIV-VII LP, Five Point Energy Fund III AIV-VIII LP, Five Point Energy GP II LP, Five Point Energy GP II LLC, Five Point Energy GP III LP, Five Point Energy GP III LLC, Capobianco David N
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | 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, F5 | 1,250,000 | $0.00 | $0.00 |
| Other | Class B shares F1, F2, F3, F4, F5 | 1,250,000 | $0.00 | $0.00 |
| Conversion | Class A shares F1, F2, F4, F5 | 1,250,000 | $0.00 | $0.00 |
| Sale | Class A shares F2, F4, F5 | 1,250,000 | $75.05 | $93.81M |
Holdings After Transaction:
DBR Land Holdings LLC Units — 47,168,908 shares (Direct);
Class B shares — 47,168,908 shares (Direct);
Class A shares — 0 shares (Direct)
Footnotes (5)
- 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.
- F2. In connection with the sale by the Reporting Person pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on August 7, 2026, the Reporting Person (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.
- 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.
- F4. 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 77.0% 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. Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP.
- F5. (Continued from footnote 4) 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.
Key Figures
Class A shares sold: 1,250,000 shares
Sale price per share: $75.05
OpCo Units converted: 1,250,000 units
+4 more
7 metrics
Class A shares sold
1,250,000 shares
Class A shares sold on August 7, 2026 at $75.05 per share
Sale price per share
$75.05
Price per Class A share sold on August 7, 2026 under Rule 144
OpCo Units converted
1,250,000 units
DBR Land Holdings LLC OpCo Units redeemed for 1,250,000 Class A shares
Holdings after transaction
47,168,908 units/shares
DBR Land Holdings LLC units and corresponding Class B shares remaining after reported transactions
Cancelled OpCo Units (Q1 2026)
73,141 units
Cancelled in lieu of tax distribution for quarter ended March 31, 2026
Cancelled OpCo Units (Q2 2026)
102,987 units
Cancelled in lieu of tax distribution for quarter ended June 30, 2026
Capital interests owned by Funds II & III
77.0%
Combined capital interests in the reporting person held by Five Point Energy Fund II and III
Key Terms
Rule 144, OpCo Units, Class B Shares, tax distribution, +1 more
5 terms
Rule 144 regulatory
"sale by the Reporting Person 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"
tax distribution financial
"cancelled OpCo Units in lieu of the payment of a tax distribution by OpCo"
directors by deputization regulatory
"the Reporting Persons constitute "directors by deputization" with respect to the Issuer"
FAQ
What did LandBridge Holdings LLC report in this Form 4 for LB?
LandBridge Holdings LLC and affiliated funds redeemed 1,250,000 OpCo Units and cancelled matching Class B shares for 1,250,000 Class A shares, then sold those Class A shares at $75.05 per share on August 7, 2026.
What is the reporting persons’ remaining interest after these LB transactions?
After the reported transactions, the reporting person reflected holdings of 47,168,908 DBR Land Holdings LLC units and corresponding Class B shares. These interests are tied to OpCo Units, which may be redeemed for Class A shares or cash at the issuer’s election.
How were tax distributions handled in the LB Form 4 footnotes?
The filing states that 73,141 and 102,987 OpCo Units, each with corresponding Class B shares, were cancelled in lieu of tax distributions for quarters ended March 31 and June 30, 2026, respectively, based on the Class A share price on each tax distribution date.
Who controls the reporting person in the LB Form 4 filing?
The reporting person is controlled by a five-member board of managers. Funds II and III collectively own 77.0% of its capital interests and can appoint a board majority; entities ultimately controlled by David N. Capobianco manage the general partners.
Were the LB insider transactions made under a Rule 10b5-1 trading plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not selected, and the footnotes describe the sale as occurring under Rule 144 through a broker-dealer, without referencing any pre-arranged 10b5-1 trading plan.
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