[Form 4] LandBridge Company LLC Insider Trading Activity

Rhea-AI Filing Summary

On 3 July 2025, ContextLogic Inc. (ticker WISH) filed an 8-K announcing a Second Amended & Restated Agreement and Plan of Reorganization. The sole material change responds to Institutional Shareholder Services’ (ISS) recommendation that shareholders vote against the original proposal: the 4.9% Transfer Restrictions on post-reorganization stock will now expire no later than the third anniversary of the reorganization’s effectiveness. The revised definition is embedded in Article XIV of Easter Parent, Inc.’s certificate of incorporation.

The amendment, to be voted on at the 10 July 2025 Annual Meeting, will be deemed approved if shareholders vote “FOR” the Reorganization Proposal. No economic terms, consideration, or capital structure elements were modified. ContextLogic also intends to distribute additional shareholder communications (Exhibit 99.1) urging support.

Key investor takeaways

• The time-limited sunset directly removes ISS’s primary objection, increasing the likelihood of a favorable proxy-adviser recommendation and passage.
• Liquidity concerns are partially mitigated; holders may exceed 4.9% ownership after three years.
• The filing contains no new financial metrics; therefore near-term valuation remains unchanged.
• Full texts of the amended agreement (Exhibit 2.1) and certificate (Exhibit 3.1) are incorporated by reference.

Insights

Corporate Governance Expert

TL;DR Time-boxed transfer cap removes ISS hurdle, materially improving governance optics and passage odds—net positive, no financial dilution.

Detail: ISS’s “against” recommendation threatened the reorganization vote. By adding a hard three-year sunset, the board demonstrates responsiveness to shareholder-advisory concerns, aligning protective tax provisions with market-standard timelines. This should shift ISS (and Glass Lewis) to a neutral or supportive stance, materially increasing the probability that retail and indexed investors back the deal. Because no valuation terms changed, upside is chiefly in smoothing the transaction path rather than altering cash flows. Risk: transfer limits persist for three years, still constraining block accumulations and possibly depressing liquidity in the interim.

M&A Specialist

TL;DR Structural tweak is procedural; economic deal terms unchanged—impact modest but directionally positive.

The amendment is narrowly scoped, leaving consideration, exchange ratios, and strategic rationale intact. As such, deal economics and projected synergies stay neutral. However, mitigating governance friction lowers execution risk, a meaningful benefit in small-cap transactions where failed votes can be costly. No new cost disclosures or financing updates were provided, so overall investor value remains driven by previously disclosed metrics.

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
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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^*

McNeely Scott Lloyd

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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 A shares	07/01/2025		F		12,187(1)	D	$66.38	80,727	D

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

Explanation of Responses:

1. In connection with the vesting and settlement of restricted share units ("RSUs") through the issuance of Class A shares of LandBridge Company LLC (the "Issuer") pursuant to the LandBridge Company LLC Long-Term Incentive Plan, the Issuer withheld Class A shares that would otherwise have been issued to the Reporting Person to satisfy their tax withholding obligations.

Remarks:

Executive Vice President, Chief Financial Officer

	/s/ Scott L. McNeely	07/03/2025
	** 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).
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