SEC Form 4 · accession 0001193125-26-345454
LandBridge Co LLC · LB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David N Capobianco
Director · 10% Owner
Five Point Energy GP III LP
Director · 10% Owner
Five Point Energy GP III LLC
Director · 10% Owner
Five Point Energy GP II LLC
Director · 10% Owner
Five Point Energy Fund III AIV-VIII LP
Director · 10% Owner
Five Point Energy GP II LP
Director · 10% Owner
Five Point Energy Fund II AIV-VII LP
Director · 10% Owner
LandBridge Holdings LLC
Director · 10% Owner
Period of report
Aug 7, 2026
Accepted (ET)
Aug 11, 2026 · 9:48 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,F5 | Aug 7, 2026 | J | 1,250,000 | $0.00 | D | 47,168,908 | D | |
| Class A sharesF1,F4,F5 | Aug 7, 2026 | C | 1,250,000 | $0.00 | A | 1,250,000 | D | |
| Class A sharesF2,F4,F5 | Aug 7, 2026 | S | 1,250,000 | $75.05 | D | 0 | D |
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,F5 | — | Aug 7, 2026 | C | 1,250,000 | D | — | — | Class A Shares | 1,250,000 | 47,168,908 | D |
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 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.
- 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.
- F4The 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.
Remarks
Pursuant to a Shareholder Agreement between the Issuer and the Reporting Person, the Reporting Person has the right to designate a majority of the members of the Board of Directors of the Issuer. As a result, the Reporting Persons constitute "directors by deputization" with respect to the Issuer.