LandBridge Company (LB) backer trims stake but maintains 61% beneficial ownership

Rhea-AI Filing Summary

LandBridge Holdings LLC and affiliated Five Point Energy funds updated their Schedule 13D for LandBridge Company LLC to reflect an August 7, 2026 secondary sale of 1,250,000 Class A shares at $75.05 per share. The shares were first received upon redemption of an equal number of OpCo Units, together with cancellation of the same number of Class B shares, under the OpCo LLC Agreement.

After these transactions, LandBridge Holdings holds 47,168,908 Class B shares and an equal number of OpCo Units, exchangeable into the same number of Class A shares. This position represents 61.4% of the outstanding Class A shares, based on 28,404,484 Class A shares outstanding as of August 5, 2026 plus 1,250,000 Class A shares issued in the redemption and the reporting persons’ assumed exchanges. On a fully diluted basis, assuming redemption of all 47,430,928 OpCo Units, the reporting persons’ beneficial ownership is 61.2%.

The disclosure notes that Fund II and Fund III collectively own 77.0% of the capital interests of LandBridge Holdings and that the issuer owns 38.5% of the OpCo Units. In connection with the August 2026 Sale, each reporting person entered into a 60‑day lock-up agreement with J.P. Morgan Securities LLC restricting additional transfers of Class A shares, subject to certain exceptions.

Filing Explained

The redemption right can deliver either new Class A shares or cash, leaving the share-count consequence dependent on OpCo’s election.

The amendment reports the August 7 sale as completed and clarifies that the related OpCo redemption mechanism can settle in Class A shares or cash; the share alternative adds Class A shares, while the cash alternative does not.

Under the OpCo LLC Agreement, an OpCo holder may request redemption of units with corresponding Class B share cancellation, but OpCo chooses whether to deliver one Class A share per unit or the cash value of those shares.

LandBridge Holdings is reported to own 99.4% of the outstanding Class B shares and 61.2% of the outstanding OpCo Units on a fully diluted basis; the issuer owns 38.5% of the OpCo Units.

The filing also records cancellations of 73,141 OpCo Units and corresponding Class B shares on March 19, 2026, and 102,987 on June 8, 2026, with no consideration paid for either cancellation.

Key Figures

Class A share equivalents beneficially owned: 47,168,908 shares Ownership of Class A shares: 61.4 % Shares sold in August 2026 Sale: 1,250,000 shares +5 more

8 metrics

Class A share equivalents beneficially owned 47,168,908 shares Class B shares and OpCo Units treated as Class A shares for Rule 13d-3

Ownership of Class A shares 61.4 % Beneficial ownership percentage of outstanding Class A shares

Shares sold in August 2026 Sale 1,250,000 shares Class A shares sold on August 7, 2026

Sale price per share $75.05 Price per Class A share in the August 7, 2026 sale

Class A shares outstanding 28,404,484 shares Class A shares outstanding as of August 5, 2026

Fully diluted OpCo Units 47,430,928 units Assumed total OpCo Units for fully diluted ownership

Fully diluted ownership 61.2 % Beneficial ownership assuming redemption of all OpCo Units

Lock-up period 60 days Duration of post-sale transfer restrictions agreed with J.P. Morgan Securities LLC

Key Terms

beneficial owner, OpCo Units, Redemption Right, Cash Election Amount, +1 more

5 terms

beneficial owner financial

"may be deemed to be the beneficial owners of an aggregate of 47,168,908 Class A shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

OpCo Units financial

"Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable"

Redemption Right financial

"the right (the "Redemption Right") to cause OpCo to acquire all or a portion of its OpCo Units"

Cash Election Amount financial

"cash in an amount equal to the Cash Election Amount of such Class A shares"

lock-up agreement financial

"each Reporting Person named herein agreed with J.P. Morgan Securities LLC that it will not offer, sell"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

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Available on EDGAR 08/11/2026 - 09:40 PM Accepted by SEC EDGAR 08/11/2026 - 09:39 PM Learn about SEC filing dates

FAQ

What ownership stake in LandBridge Company LLC (LB) do the reporting persons disclose?

The reporting persons disclose beneficial ownership of 47,168,908 Class A share equivalents, representing 61.4% of outstanding Class A shares. On a fully diluted basis, assuming redemption of all 47,430,928 OpCo Units, their beneficial ownership is 61.2%.

How many LandBridge (LB) Class A shares were sold in the August 2026 transaction and at what price?

LandBridge Holdings sold 1,250,000 Class A shares on August 7, 2026 at a price of $75.05 per share. These shares were first received upon redemption of a corresponding number of OpCo Units and cancellation of the same number of Class B shares.

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

Each OpCo Unit held with a corresponding Class B share is exchangeable one-for-one into a Class A share under the OpCo LLC Agreement, or into cash equal to the Cash Election Amount, subject to specified limitations and applicable conversion rate adjustments.

What baseline share count is used to calculate the 61.4% ownership of LandBridge (LB) Class A shares?

The 61.4% figure uses 28,404,484 Class A shares outstanding as of August 5, 2026, plus 1,250,000 Class A shares issued in the OpCo Unit redemption, and the Class A share equivalents beneficially owned by the reporting persons in the numerator.

What lock-up restrictions apply to the LandBridge (LB) reporting persons after the August 2026 sale?

In connection with the August 2026 Sale, each reporting person agreed with J.P. Morgan Securities LLC not to offer, sell, or otherwise transfer Class A shares for 60 days after the sale’s consummation, subject to specified exceptions and requiring prior written consent.

How are LandBridge Holdings’ interests in OpCo Units and Class B shares structured relative to the issuer (LB)?

As of the disclosure date, LandBridge Holdings owned 61.2% of outstanding OpCo Units and 99.4% of all Class B shares, while the issuer owned 38.5% of OpCo Units. Fund II and Fund III collectively hold 77.0% of LandBridge Holdings’ capital interests.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

LandBridge Company LLC

(Name of Issuer)

Class A Shares

(Title of Class of Securities)

514952100

(CUSIP Number)

Frank Bayouth
825 Town & Country Lane,
Houston, TX, 77024
(713) 351-0702

David P. Oelman
845 Texas Avenue, Suite 4700
Houston, TX, 77002
(713) 758-2222

Michael S. Telle
845 Texas Avenue, Suite 4700
Houston, TX, 77002
(713) 758-2222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 514952100

1

Name of reporting person

LandBridge Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 47,168,908.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 47,168,908.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

47,168,908.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Consists of Class B shares representing limited liability company interests in LandBridge Company LLC (the "Issuer" and such shares, "Class B shares") and an equivalent number of units representing membership interests in DBR Land Holdings LLC ("OpCo" and such units, "OpCo Units"), which together are exchangeable for Class A shares representing limited liability company interests in the Issuer ("Class A shares") on a one-for-one basis pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, as amended (the "OpCo LLC Agreement"). (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). On a fully diluted basis, assuming the redemption of all 47,430,928 OpCo Units into Class A shares, the Reporting Person's beneficial ownership percentage is 61.2%.

SCHEDULE 13D

CUSIP Number(s): 514952100

1

Name of reporting person

Five Point Energy Fund II AIV-VII LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 47,168,908.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,168,908.00

11

Aggregate amount beneficially owned by each reporting person

47,168,908.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). On a fully diluted basis, assuming the redemption of all 47,430,928 OpCo Units into Class A shares, the Reporting Person's beneficial ownership percentage is 61.2%.

SCHEDULE 13D

CUSIP Number(s): 514952100

1

Name of reporting person

Five Point Energy Fund III AIV-VIII LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 47,168,908.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,168,908.00

11

Aggregate amount beneficially owned by each reporting person

47,168,908.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). On a fully diluted basis, assuming the redemption of all 47,430,928 OpCo Units into Class A shares, the Reporting Person's beneficial ownership percentage is 61.2%.

SCHEDULE 13D

CUSIP Number(s): 514952100

1

Name of reporting person

Five Point Energy Fund GP II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 47,168,908.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,168,908.00

11

Aggregate amount beneficially owned by each reporting person

47,168,908.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). On a fully diluted basis, assuming the redemption of all 47,430,928 OpCo Units into Class A shares, the Reporting Person's beneficial ownership percentage is 61.2%.

SCHEDULE 13D

CUSIP Number(s): 514952100

1

Name of reporting person

Five Point Energy GP III LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 47,168,908.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,168,908.00

11

Aggregate amount beneficially owned by each reporting person

47,168,908.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). On a fully diluted basis, assuming the redemption of all 47,430,928 OpCo Units into Class A shares, the Reporting Person's beneficial ownership percentage is 61.2%.

SCHEDULE 13D

CUSIP Number(s): 514952100

1

Name of reporting person

Five Point Energy GP II LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 47,168,908.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,168,908.00

11

Aggregate amount beneficially owned by each reporting person

47,168,908.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). On a fully diluted basis, assuming the redemption of all 47,430,928 OpCo Units into Class A shares, the Reporting Person's beneficial ownership percentage is 61.2%.

SCHEDULE 13D

CUSIP Number(s): 514952100

1

Name of reporting person

Five Point Energy GP III LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 47,168,908.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,168,908.00

11

Aggregate amount beneficially owned by each reporting person

47,168,908.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). On a fully diluted basis, assuming the redemption of all 47,430,928 OpCo Units into Class A shares, the Reporting Person's beneficial ownership percentage is 61.2%.

SCHEDULE 13D

CUSIP Number(s): 514952100

1

Name of reporting person

David N. Capobianco

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 47,168,908.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 47,168,908.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

47,168,908.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). On a fully diluted basis, assuming the redemption of all 47,430,928 OpCo Units into Class A shares, the Reporting Person's beneficial ownership percentage is 61.2%.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Shares
(b)	Name of Issuer: LandBridge Company LLC
(c)	Address of Issuer's Principal Executive Offices: 5555 San Felipe Street, Suite 1200, Houston, TEXAS , 77056.
Item 1 Comment: This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") amends and restates (where indicated) the Schedule 13D originally filed with the SEC on July 3, 2024, as amended on December 23, 2024, May 23, 2025, and November 21, 2025 (as so amended, the "Schedule 13D"), by the Reporting Persons and relates to the Class A shares of the Issuer. For the avoidance of doubt, neither this Amendment No. 4, nor any of the prior amendments, has the effect of restating the disclosure in the Schedule 13D unless expressly so stated. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. This Amendment No. 4 is being filed by the Reporting Persons to (i) report the sale of 1,250,000 Class A shares, at a price per share of $75.05 (the "August 2026 Sale"), on August 7, 2026 by LandBridge Holdings LLC ("LandBridge Holdings") pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), through a broker-dealer and (ii) to reflect 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) held by LandBridge Holdings on March 19, 2026 and June 8, 2026, 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 March 31, 2026 and June 30, 2026, respectively.
Item 4.	Purpose of Transaction
	The information set forth in amended Item 6 below is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover pages is incorporated by reference into this Item 5.
(b)	The information set forth on the cover pages is incorporated by reference into this Item 5. LandBridge Holdings holds 47,168,908 Class B shares and the same number of OpCo Units. The terms of the OpCo LLC Agreement provide each holder of an OpCo Unit, subject to certain limitations, the right (the "Redemption Right") to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of the Issuer's Class B shares) for, at OpCo's election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions ("applicable conversion rate adjustments"), or (ii) cash in an amount equal to the Cash Election Amount (as defined in the OpCo LLC Agreement) of such Class A shares. As a result, for the purpose of Rule 13d-3 under the Act, LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities may be deemed to be the beneficial owners of an aggregate of 47,168,908 Class A shares. The aggregate number of Class A shares beneficially owned by each of LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities represents approximately 61.4% of the outstanding Class A shares, based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Persons (assuming that all OpCo Units owned by the Reporting Persons were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). As of the date hereof and on a fully diluted basis, LandBridge Holdings owned (x) 99.4% of all outstanding Class B shares and (y) 61.2% of the outstanding OpCo Units, and the Issuer owned 38.5% of the OpCo Units. Each of Fund II and Fund III (who collectively own 77.0% of the capital interests of LandBridge Holdings), GP II LP (as sole general partner of Fund II), GP III LP (as sole general partner of Fund III), GP II LLC (as sole general partner of GP II LP), GP III LLC (as sole general partner of GP III LP) and DNC (as the sole member of each of GP II LLC and GP III LLC) may be deemed to be the beneficial owner of the securities beneficially owned by LandBridge Holdings. The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.
(c)	The information set forth in Item 6 of this Amendment No. 4 is hereby incorporated by reference into this Item 5(c). In connection with the August 2026 Sale, LandBridge Holdings (i) received 1,250,000 Class A shares in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares) and (ii) sold 1,250,000 Class A shares at a price per share of $75.05, pursuant to Rule 144 under the Securities Act through a broker-dealer. Pursuant to the OpCo LLC Agreement, on March 19, 2026, the Issuer cancelled 73,141 OpCo Units (together with the cancellation of a corresponding number of Class B shares) held by LandBridge Holdings 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. LandBridge Holdings did not receive any consideration for the cancellation of these shares. Pursuant to the OpCo LLC Agreement, on June 8, 2026, the Issuer cancelled 102,987 OpCo Units (together with the cancellation of a corresponding number of Class B shares) held by LandBridge Holdings 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, 2026. LandBridge Holdings did not receive any consideration for the cancellation of these shares. Except as set forth above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2, has effected any transaction in Class A shares during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended by adding the following: Lock-Up Agreement In connection with the August 2026 Sale, on August 7, 2026, each Reporting Person named herein agreed with J.P. Morgan Securities LLC that it will not offer, sell, contract to sell or otherwise transfer or dispose of, any Class A shares, without, in each case, the prior written consent of J.P. Morgan Securities LLC, for a period of 60 days after the date of consummation of the August 2026 Sale (subject to certain exceptions).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LandBridge Holdings LLC

Signature:	/s/ Jason Long
Name/Title:	Jason Long, Chief Executive Officer
Date:	08/11/2026

Five Point Energy Fund II AIV-VII LP

Signature:	By: Five Point Energy GP II LP, its general partner, By: Five Point Energy GP II LLC, its general partner, /s/ David N. Capobianco
Name/Title:	David N. Capobianco, Sole Member
Date:	08/11/2026

Five Point Energy Fund III AIV-VIII LP

Signature:	By: Five Point Energy GP III LP, its general partner, By: Five Point Energy GP III LLC, its general partner, /s/ David N. Capobianco
Name/Title:	David N. Capobianco, Sole Member
Date:	08/11/2026

Five Point Energy Fund GP II LP

Signature:	By: Five Point Energy GP II LLC, its general partner, /s/ David N. Capobianco
Name/Title:	David N. Capobianco, Sole Member
Date:	08/11/2026

Five Point Energy GP III LP

Signature:	By: Five Point Energy GP III LLC, its general partner, /s/ David N. Capobianco
Name/Title:	David N. Capobianco, Sole Member
Date:	08/11/2026

Five Point Energy GP II LLC

Signature:	/s/ David N. Capobianco
Name/Title:	David N. Capobianco, Sole Member
Date:	08/11/2026

Five Point Energy GP III LLC

Signature:	/s/ David N. Capobianco
Name/Title:	David N. Capobianco, Sole Member
Date:	08/11/2026

David N. Capobianco

Signature:	/s/ David N. Capobianco
Name/Title:	David N. Capobianco
Date:	08/11/2026