LandBridge Co LLC SEC Filings

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.

LandBridge Company LLC's major owners filed Amendment No. 3 to their Schedule 13D to update their holdings and recent transactions in Class A shares. The filing centers on a November 18, 2025 underwritten public offering in which LandBridge Holdings LLC sold 2,500,000 Class A shares at $70.00 per share after redeeming an equivalent number of OpCo Units and cancelling the same number of Class B shares. Following these changes, the reporting persons may be deemed to beneficially own 48,593,505 Class A shares, or about 63.6% of the outstanding Class A shares, with a stated fully diluted beneficial ownership of 63.0%. The amendment also notes prior cancellations of 28,004 and 119,987 OpCo Units (with corresponding Class B shares) in lieu of certain tax distributions, a 60‑day lock-up on additional sales, and a 30‑day underwriter option to purchase up to 375,000 additional Class A shares at $70.00 per share.

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.

LandBridge Company LLC reported that its subsidiary, DBR Land Holdings LLC, has priced a previously announced private placement of $500 million aggregate principal amount of 6.250% Senior Notes due 2030. These notes are a form of long-term debt carrying a fixed interest rate of 6.250% and maturing in 2030. The details were released through a press release, which is included as an exhibit to this report.

LandBridge Company LLC, through subsidiary DBR Land Holdings LLC, entered into a new $275 million revolving credit agreement with Texas Capital Bank and other lenders. The facility matures on the earlier of June 30, 2030 or a date tied to the maturity of DBR Land’s senior notes and is secured by a first‑priority lien on substantially all assets of DBR Land and its subsidiaries. Proceeds from this revolver, together with net proceeds from a planned $500 million senior notes offering, are expected to repay and terminate the company’s existing credit facility.

The credit agreement includes quarterly financial covenants, such as a minimum interest coverage ratio of 2.50:1.00, a maximum total net leverage ratio of 5.00:1.00 (temporarily 5.25:1.00 around certain acquisitions), and a maximum senior secured net leverage ratio of 3.50:1.00. After giving effect to the notes offering and the 1918 Ranch acquisition, LandBridge estimates a Debt Service Coverage Ratio of 5.0x, up from historical levels between 3.0x and 4.4x.

LandBridge Company LLC announced an underwritten public offering of 2,500,000 Class A shares at $70.00 per share, for total gross proceeds of $175 million to a selling shareholder. The shares are being sold by DBR Land Holdings LLC and LandBridge Holdings LLC, referred to as the Selling Shareholder, under an underwriting agreement with Goldman Sachs & Co. LLC. LandBridge will not receive any proceeds from this Offering, which closed on November 18, 2025. Following the sale, the Selling Shareholder owns approximately 63% of LandBridge’s issued and outstanding shares. The Selling Shareholder also granted the underwriter a 30-day option to buy up to an additional 375,000 Class A shares, and the company, certain executives, directors and the Selling Shareholder agreed to 60-day lock-up restrictions after November 17, 2025.

LandBridge Company LLC has registered up to 2,500,000 Class A shares for resale by its majority owner, LandBridge Holdings LLC. The company itself will not receive any proceeds; the selling shareholder will receive about $175 million based on an underwriter purchase price of $70.00 per share, with a 30‑day option for the underwriter to buy up to an additional 375,000 shares.

The shares being sold are Class A shares issuable upon redemption of OpCo Units and cancellation of an equal number of Class B shares, which reduces Class B and increases publicly traded Class A over time. As of November 14, 2025, LandBridge had 25,338,199 Class A and 51,750,916 Class B shares outstanding, with LandBridge Holdings controlling most of the voting power.

LandBridge recently declared a $0.10 per share fourth‑quarter dividend payable December 18, 2025, and completed the 1918 Ranch Acquisition, adding about 37,500 acres in the Delaware Basin for a total price of $250.2 million, funded with roughly $208.3 million of cash and $41.7 million in OpCo Units. Part of the cash came from a new $200 million delayed‑draw term loan, and the company is evaluating a possible refinancing of its existing credit facility.

LandBridge Company LLC (LB) reported strong Q3 results, with total revenues of $50.8 million, up from $28.5 million a year ago. Operating income rose to $30.9 million from $3.2 million, and net income reached $20.3 million versus a prior-year loss. Net income attributable to LandBridge was $8.1 million, with diluted EPS of $0.26 (basic $0.31).

For the nine months, revenues were $142.3 million, up from $73.5 million, and net income was $54.2 million. The balance sheet showed total assets of $1.08 billion, total liabilities of $380.1 million, and shareholders’ equity of $697.8 million. Total debt was $370.2 million, including a $349.3 million term loan and $20.0 million on the revolver.

The company expanded its footprint with approximately 3,800 surface acres acquired for $17.8 million during 2025. A credit agreement amendment added a $200.0 million delayed draw term loan, subsequently drawn on November 10 to partially fund the 1918 Acquisition. The board declared a $0.10 per-share dividend on November 10. The company also revised prior period equity balances to reflect a $29.0 million deferred tax asset and noncontrolling interest rebalancing, with no impact on prior net income or cash flows.

LandBridge Company LLC announced its financial results for the quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 and noted that this information is provided under Item 2.02.

The company also posted an investor presentation titled “LandBridge Earnings Presentation 3Q 2025” on its Investor Relations webpage. The furnished materials, including Exhibit 99.1 and the Item 7.01 information, are expressly stated as not deemed “filed” under the Exchange Act.