Five Point Energy Fund II AIV-VII LP - 18 Nov 2025 Form 4 Insider Report for LandBridge Co LLC (LB)

Role
Director, 10%+ Owner
Signature
/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
Issuer symbol
LB
Transactions as of
18 Nov 2025
Net transactions value
-$175,000,000
Form type
4
Filing time
21 Nov 2025, 14:58:16 UTC
Previous filing
27 Jun 2024
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Five Point Energy Fund II AIV-VII LP Director, 10%+ Owner C/O LANDBRIDGE COMPANY LLC, 5555 SAN FELIPE STREET, SUITE 1200, HOUSTON /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 20 Nov 2025 0002028478
Five Point Energy Fund III AIV-VIII LP Director, 10%+ Owner 825 TOWN & COUNTRY LANE #700, HOUSTON /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 20 Nov 2025 0002028439

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LB Class B shares Other $0 -2,500,000 -4.9% $0.000000 48,593,505 18 Nov 2025 See Footnotes F1, F2, F3, F4, F5
transaction LB Class A shares Conversion of derivative security $0 +2,500,000 $0.000000 2,500,000 18 Nov 2025 See Footnotes F1, F2, F4, F5
transaction LB Class A shares Sale $175,000,000 -2,500,000 -100% $70.00 0 18 Nov 2025 See Footnotes F2, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LB DBR Land Holdings LLC Units Conversion of derivative security $0 -2,500,000 -4.9% $0.000000 48,593,505 18 Nov 2025 Class A Shares 2,500,000 See Footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 (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.