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LandBridge LB insider converts OpCo Units, sells 2.5M shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

LandBridge Co LLC director and 10% owner reports major share activity. On November 18, 2025, LandBridge Holdings redeemed 2,500,000 OpCo Units together with the cancellation of an equal number of Class B shares for 2,500,000 Class A shares of LandBridge Co LLC. It then sold the same 2,500,000 Class A shares in an underwritten public offering at $70.00 per share, which was the price to the underwriter. Following these transactions, the reporting persons indirectly beneficially owned 48,593,505 securities as shown in the filing, and held no Class A shares in the reported indirect account.

Positive

  • None.

Negative

  • None.

Insights

Large holder converts and sells 2.5M LandBridge Class A shares at $70.

The report shows LandBridge Holdings, a director and 10% owner of LandBridge Co LLC (LB), converting 2,500,000 OpCo Units and related Class B shares into 2,500,000 Class A shares, then selling those Class A shares in an underwritten public offering at $70.00 per share on November 18, 2025. This reflects a significant secondary sale by a major holder rather than a direct primary issuance by the company.

The structure involves OpCo Units paired with Class B shares that may be redeemed for Class A shares or cash at the issuer’s election, and the disclosure notes that Class B shares do not represent economic interests. After the reported transactions, the filing shows 48,593,505 securities beneficially owned indirectly, indicating that LandBridge Holdings remains a substantial holder even after selling the 2.5 million Class A shares.

The filing also explains prior cancellations of OpCo Units and Class B shares in lieu of tax distributions, and details the control chain through Five Point Energy funds and general partners, with David N. Capobianco able to exercise voting and dispositive power. Future company disclosures may further clarify how these ownership and governance arrangements evolve over subsequent periods.

Insider Five Point Energy Fund II AIV-VII LP, Five Point Energy Fund III AIV-VIII LP
Role Director, 10% Owner | Director, 10% Owner
Sold 2,500,000 shs ($175.00M)
Type Security Shares Price Value
Conversion DBR Land Holdings LLC Units 2,500,000 $0.00 --
Other Class B shares 2,500,000 $0.00 --
Conversion Class A shares 2,500,000 $0.00 --
Sale Class A shares 2,500,000 $70.00 $175.00M
Holdings After Transaction: DBR Land Holdings LLC Units — 48,593,505 shares (Indirect, See Footnotes); Class B shares — 48,593,505 shares (Indirect, See Footnotes); Class A shares — 2,500,000 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Pursuant 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. In connection with an underwritten public offering by LandBridge Holdings LLC ("LandBridge Holdings") on November 18, 2025, LandBridge Holdings (i) redeemed 2,500,000 OpCo Units (together with the cancellation of 2,500,000 Class B Shares) for 2,500,000 Class A Shares and (ii) sold 2,500,000 Class A Shares at a price per share of $70.00. This amount represents the price to the underwriter. The underwriter may offer the Class A shares from time to time in one or more transactions on the NYSE, the NYSE Texas, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. Reflects the cancellation of 28,004 OpCo Units and 119,987 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) held by LandBridge Holdings on June 9, 2025 and September 8, 2025, 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 June 30, 2025 and September 30, 2025, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date. LandBridge Holdings 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 97.4% of the capital interests of LandBridge Holdings and have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. 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. (Continued from footnote 4) Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. 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 LandBridge Holdings 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.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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*
Five Point Energy Fund II AIV-VII LP
(Last) (First) (Middle)
C/O LANDBRIDGE COMPANY LLC
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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 B shares(1) 11/18/2025 J(1)(2) 2,500,000 D $0.00(1) 48,593,505(3) I(4)(5) See Footnotes(4)(5)
Class A shares 11/18/2025 C(1)(2) 2,500,000 A $0.00(1) 2,500,000 I(4)(5) See Footnotes(4)(5)
Class A shares 11/18/2025 S(2) 2,500,000 D $70(2) 0 I(4)(5) See Footnotes(4)(5)
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
DBR Land Holdings LLC Units(1) (1) 11/18/2025 C(1)(2) 2,500,000 (1) (1) Class A Shares 2,500,000 $0.00(1) 48,593,505(3) I(4)(5) See Footnotes(4)(5)
1. Name and Address of Reporting Person*
Five Point Energy Fund II AIV-VII LP
(Last) (First) (Middle)
C/O LANDBRIDGE COMPANY LLC
5555 SAN FELIPE STREET, SUITE 1200
(Street)
HOUSTON TX 77056
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Five Point Energy Fund III AIV-VIII LP
(Last) (First) (Middle)
825 TOWN & COUNTRY LANE #700
(Street)
HOUSTON TX 77024
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant 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.
2. In connection with an underwritten public offering by LandBridge Holdings LLC ("LandBridge Holdings") on November 18, 2025, LandBridge Holdings (i) redeemed 2,500,000 OpCo Units (together with the cancellation of 2,500,000 Class B Shares) for 2,500,000 Class A Shares and (ii) sold 2,500,000 Class A Shares at a price per share of $70.00. This amount represents the price to the underwriter. The underwriter may offer the Class A shares from time to time in one or more transactions on the NYSE, the NYSE Texas, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.
3. Reflects the cancellation of 28,004 OpCo Units and 119,987 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) held by LandBridge Holdings on June 9, 2025 and September 8, 2025, 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 June 30, 2025 and September 30, 2025, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date.
4. LandBridge Holdings 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 97.4% of the capital interests of LandBridge Holdings and have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. 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.
5. (Continued from footnote 4) Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. 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 LandBridge Holdings 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 LandBridge Holdings, LandBridge Holdings has the right to designate a majority of the members of the Board of Directors of the Issuer. As a result, LandBridge Holdings constitute "directors by deputization" with respect to the Issuer. The securities reported herein were previously reported on the Form 4 filed by LandBridge Holdings LLC, Five Point Energy GP II LP, Five Point Energy GP II LLC, Five Point Energy GP III LP, Five Point Energy GP III LLC and David Capobianco on November 21, 2025 (the "Original Form 4"). The Reporting Persons were not included on the Original Form 3 due to a delay in obtaining EDGAR codes from the Securities and Exchange Commission.
/s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP II LP, the general partner of Five Point Energy Fund II AIV-VII LP 11/20/2025
/s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP III LP, the general partner of Five Point Energy Fund III AIV-VIII LP 11/20/2025
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did LandBridge Holdings report in this Form 4 for LB?

LandBridge Holdings reported that on November 18, 2025 it redeemed 2,500,000 OpCo Units and corresponding Class B shares for 2,500,000 Class A shares of LandBridge Co LLC and then sold those 2,500,000 Class A shares in an underwritten public offering at $70.00 per share.

Was the LandBridge Co LLC (LB) transaction a primary or secondary offering?

The filing describes an underwritten public offering by LandBridge Holdings LLC in which LandBridge Holdings sold 2,500,000 Class A shares at $70.00 per share, indicating a secondary sale by an existing holder.

How many LandBridge Co LLC Class A shares were sold and at what price?

LandBridge Holdings sold 2,500,000 Class A shares of LandBridge Co LLC at a price of $70.00 per share, which the filing notes is the price to the underwriter.

What is the relationship of LandBridge Holdings to LandBridge Co LLC (LB)?

The reporting persons are listed as both Director and 10% Owner of LandBridge Co LLC. A shareholder agreement gives LandBridge Holdings the right to designate a majority of the issuer’s board of directors, making it a director by deputization.

How many securities does LandBridge Holdings beneficially own after the reported transactions?

After the reported November 18, 2025 transactions, the Form 4 shows 48,593,505 securities beneficially owned indirectly following the transaction, with 0 Class A shares in the reported indirect account.

What are OpCo Units and Class B shares in the LandBridge Co LLC structure?

Each OpCo Unit in DBR Land Holdings LLC, together with an equal number of Class B shares of LandBridge Co LLC, may be redeemed for an equal number of newly issued Class A shares or for cash at the issuer’s election. The filing states that Class B shares do not represent economic interests in the issuer.