SEC Form 4 · accession 0001193125-26-345446
LandBridge Co LLC · LB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David N Capobianco
Director · 10% Owner
Period of report
Aug 7, 2026
Accepted (ET)
Aug 11, 2026 · 9:40 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001995807
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B sharesF1,F3,F4 | Aug 7, 2026 | J | 1,250,000 | $0.00 | D | 47,168,908 | I | See Footnote |
| Class A sharesF1,F4 | Aug 7, 2026 | C | 1,250,000 | $0.00 | A | 1,250,000 | I | See Footnote |
| Class A sharesF2,F4 | Aug 7, 2026 | S | 1,250,000 | $75.05 | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DBR Land Holdings LLC UnitsF1,F3,F4 | — | Aug 7, 2026 | C | 1,250,000 | D | — | — | Class A Shares | 1,250,000 | 47,168,908 | I |
Explanation of responses
- F1Pursuant 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.
- F2In connection with the sale by LandBridge Holdings LLC ("LandBridge Holdings") pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on August 7, 2026, LandBridge Holdings (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.
- F3Reflects 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.
- F4LandBridge Holdings is ultimately controlled by the Reporting Person. As a result of the foregoing, the Reporting Person may exercise voting and dispositive power over the Class B Shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. The Reporting Person disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.