Form 4: Five Point Energy Funds Divest LandBridge Shares

Sentiment:

Insider Transaction Report 21 November 2025 2:58 PM

Five Point Energy Funds, significant owners of LandBridge Co LLC, reported the sale of 2.5 million Class A shares at $70.00 each following a conversion from OpCo Units.

Delay expectedThe Reporting Persons (Five Point Energy Fund II AIV-VII LP and Five Point Energy Fund III AIV-VIII LP) were not included on the Original Form 3 due to a delay in obtaining EDGAR codes from the Securities and Exchange Commission.

Capital raiseLandBridge Holdings LLC conducted an underwritten public offering, selling 2,500,000 Class A Shares at $70.00 per share. This represents a secondary offering where existing shares are sold by a major shareholder, rather than new shares issued by the company itself to raise capital.

Summary

Five Point Energy Fund II AIV-VII LP and Five Point Energy Fund III AIV-VIII LP, both 10% owners and directors of LandBridge Co LLC (LB), reported transactions on November 18, 2025.
LandBridge Holdings LLC, controlled by the reporting persons, redeemed 2,500,000 OpCo Units (and cancelled an equal number of Class B shares) for 2,500,000 Class A shares.
Immediately following the redemption, LandBridge Holdings sold these 2,500,000 Class A shares in an underwritten public offering at a price of $70.00 per share.
The reporting persons, through LandBridge Holdings, beneficially own 48,593,505 OpCo Units (convertible into Class A shares) and corresponding Class B shares after these transactions.
Previous cancellations of OpCo Units occurred on June 9, 2025 (28,004 units) and September 8, 2025 (119,987 units) in lieu of tax distributions.

Sentiment

Score: 5

Explanation: The filing is primarily a factual report of an insider transaction. While a large insider sale could be seen as a negative signal, the transaction occurred at a specific price ($70.00), and the overall context of the funds' long-term investment strategy is not fully detailed here. Therefore, a neutral score is appropriate for this specific filing.

Positives

The sale of 2,500,000 Class A shares at a price of $70.00 per share represents a significant monetization event for LandBridge Holdings and its controlling entities.

Negatives

A significant reduction in direct Class A share ownership by a major insider (LandBridge Holdings) could be perceived negatively by the market.

Future Outlook

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.

Management Comments

David N. Capobianco disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.

Industry Context

This Form 4 filing details an insider transaction involving a significant shareholder's partial divestment of its stake in LandBridge Co LLC through a public offering. Such transactions are common in the lifecycle of private equity investments in public companies, often representing a strategic move to realize value.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Designation Rights	Pursuant to a Shareholder Agreement, LandBridge Holdings LLC has the right to designate a majority of the members of the Board of Directors of LandBridge Co LLC, making them 'directors by deputization'.	N/A	This arrangement grants significant influence over the Issuer's governance to LandBridge Holdings and its controlling entities (Five Point Energy Funds).

Related Party Transactions

The transaction involves LandBridge Holdings LLC, which is controlled by the reporting persons (Five Point Energy Fund II AIV-VII LP and Five Point Energy Fund III AIV-VIII LP), and the Issuer, LandBridge Co LLC. This constitutes a related party transaction due to the significant ownership and control relationships.

Stakeholder Impact

Shareholders of LandBridge Co LLC will observe a significant reduction in the direct Class A share ownership by a major institutional investor, which could influence market perception.
The public offering provides liquidity for the selling entity, LandBridge Holdings LLC, and its ultimate beneficial owners.

Next Steps

The underwriter may offer the Class A shares from time to time in various market transactions.

Key Dates

Date	Description
06/09/2025	Cancellation of 28,004 OpCo Units and corresponding Class B Shares in lieu of a tax distribution.
09/08/2025	Cancellation of 119,987 OpCo Units and corresponding Class B Shares in lieu of a tax distribution.
11/18/2025	Redemption of 2,500,000 OpCo Units for Class A Shares and subsequent sale of 2,500,000 Class A Shares in an underwritten public offering.
11/20/2025	Signature date for the Form 4 filing by David N. Capobianco on behalf of Five Point Energy Fund II AIV-VII LP and Five Point Energy Fund III AIV-VIII LP.
11/21/2025	Date of the Original Form 4 filed by LandBridge Holdings LLC and related entities.

Keywords

LandBridge Co LLC, LB, Five Point Energy, SEC Form 4, Insider Trading, Share Sale, Public Offering, Beneficial Ownership, Class A Shares, OpCo Units

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