SCHEDULE: LandBridge Holdings Sells 2.5M Shares in Public Offering

LandBridge Holdings LLC and affiliated entities reported a secondary public offering of 2.5 million Class A shares at $70.00 per share and adjusted their beneficial ownership in LandBridge Company LLC.

Summary

• LandBridge Holdings LLC sold 2,500,000 Class A shares of LandBridge Company LLC in an underwritten public offering on November 18, 2025, at a price of $70.00 per share.
• This sale involved the redemption of 2,500,000 OpCo Units and the cancellation of an equivalent number of Class B shares.
• LandBridge Holdings LLC also had 28,004 OpCo Units and 119,987 OpCo Units cancelled on July 2, 2025, and September 8, 2025, respectively, without consideration, in lieu of tax distributions.
• Following these transactions, the reporting persons beneficially own 48,593,505 Class A shares (or exchangeable units), representing approximately 63.6% of the outstanding Class A shares.
• On a fully diluted basis, assuming the redemption of all 49,250,916 OpCo Units, the beneficial ownership percentage is 63.0%.

Sentiment

Score: 6

Explanation: The filing indicates a successful secondary offering at a specific price, providing liquidity for the selling shareholder. However, the cancellation of OpCo Units without consideration for tax distributions could be viewed as a minor negative for the selling entity. Overall, it's a neutral to slightly positive event for the market as it clarifies ownership and provides liquidity.

Positives

• Successful completion of a secondary public offering for 2,500,000 Class A shares at a price of $70.00 per share, indicating market demand at that valuation.
• The underwriter has a 30-day option to purchase an additional 375,000 Class A shares at the same price, suggesting potential for further liquidity and demand.

Negatives

• LandBridge Holdings LLC did not receive any consideration for the cancellation of 28,004 OpCo Units and 119,987 OpCo Units on July 2, 2025, and September 8, 2025, respectively, as these were cancelled in lieu of tax distributions.

Risks

• The underwriter may offer Class A shares from time to time in various markets, which could introduce price volatility.
• Reporting persons are subject to a 60-day lock-up period, restricting their ability to sell additional shares, which could impact liquidity for those holders.

Future Outlook

The underwriter has a 30-day option to purchase up to an additional 375,000 Class A shares at $70.00 per share. Reporting persons are subject to a 60-day lock-up period, restricting further sales of Class A shares without underwriter consent.

Industry Context

Secondary offerings are a common mechanism for large shareholders, such as private equity funds, to monetize their investments in publicly traded companies. The lock-up agreement and underwriter's option are standard practices in such offerings, designed to manage market supply and price stability post-offering.

Related Party Transactions

• Cancellation of 28,004 OpCo Units and 119,987 OpCo Units (and corresponding Class B shares) held by LandBridge Holdings LLC, without consideration, in lieu of tax distributions from OpCo to the Issuer.

Stakeholder Impact

• Shareholders: The public offering increases the float of Class A shares, potentially improving liquidity. The lock-up agreement temporarily limits further supply from major holders.
• LandBridge Holdings LLC (and its investors): Received $175,000,000 from the sale of shares, providing liquidity. However, they forfeited OpCo Units for tax distributions without direct cash consideration.
• Underwriter: Earned fees from the offering and has an option for additional shares.

Next Steps

• The Underwriter may exercise its 30-day option to purchase up to an additional 375,000 Class A shares.
• Reporting persons are subject to a 60-day lock-up period, during which they cannot sell additional Class A shares without the underwriter's consent.

Key Dates

Recommendation

This filing primarily details a secondary offering and changes in beneficial ownership, rather than operational or financial performance. The sale at $70.00 per share provides a recent market valuation point. While the offering itself is a liquidity event for the selling shareholder, it doesn't inherently change the fundamental value of the company. The cancellation of OpCo units for tax distributions is a minor detail in the context of the overall ownership structure. Without further operational or financial data, a 'hold' recommendation is appropriate, as the filing does not present new information that would significantly alter the investment thesis for or against the company, beyond the market's absorption of the new shares.

Keywords

LandBridge Company LLC, Class A Shares, Schedule 13D, Public Offering, Secondary Offering, OpCo Units, Beneficial Ownership, Five Point Energy, Underwriting Agreement, Lock-Up Agreement, Equity Sale, SEC Filing