UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~ February 25, ~~2025~~2026

LandBridge Company LLC

(Exact name of registrant as specified in its charter)

Delaware	001-42150	93-3636146
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

5555 San Felipe Street, Suite ~~1200~~1200Houston, Texas 77056 (Address of principal executive offices and zip code)

Houston, Texas 77056

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 230-8864

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each ~~exchangeon~~exchange on which registered Class A shares representing limited liability company interests LB New York Stock ~~Exchange~~ExchangeNYSE ~~(indicate by check mark) NYSE~~ Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.~~01.~~02 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~November~~ February 25, ~~2025~~2026, ~~DBR Land Holdings LLC (the “Issuer”), a subsidiary of~~ LandBridge Company LLC (~~the~~NYSE: ~~“Company”),~~LB; ~~completed~~NYSE ~~the~~TX: ~~previously announced private placement (the “Offering”~~LB) ~~of $500 million aggregate principal amount of 6.250% Senior Notes due 2030~~ (the “~~Notes~~Company”). ~~The~~announced ~~net~~its ~~proceeds~~financial ~~from~~results ~~the~~for ~~Offering, together with borrowings under~~ the ~~Company’s~~quarter ~~new revolving credit facility, will be used to repay all outstanding borrowings under,~~ and ~~terminate,~~fiscal ~~the~~year ~~Company’s~~ended ~~existing~~December ~~credit facility. As of September 30~~31, 2025,. ~~there~~A ~~was~~copy ~~an aggregate amount~~ of ~~$370.2 million~~the ofpress ~~outstanding~~release ~~borrowings~~is ~~under~~furnished ~~the~~hereto ~~existing~~as ~~term~~Exhibit ~~loan~~99.1 and ~~revolving~~is ~~credit~~incorporated ~~facility~~herein by reference.

InThe ~~connection~~information ~~with~~in ~~the~~this ~~Offering~~Item 2.02, ~~the~~including ~~Issuer~~Exhibit ~~and~~99.1 ~~each~~incorporated ofherein ~~the~~by ~~Guarantors~~reference, ~~(as~~shall ~~defined~~not ~~below)~~be ~~entered~~deemed ~~into~~to anbe ~~indenture,~~“filed” ~~dated~~for aspurposes of ~~November 25,~~Section ~~2025~~18 (of the ~~“Indenture”),~~Securities ~~with~~Exchange ~~UMB~~Act ~~Bank,~~of ~~N.A.~~1934, as ~~trustee,~~amended ~~relating to~~ (the ~~issuance~~“Exchange ofAct”), ~~the~~or ~~Notes.~~otherwise ~~The~~subject ~~Indenture~~to ~~contains~~the ~~customary~~liabilities ~~terms, events~~ of ~~default~~that section, and ~~covenants~~is ~~relating~~not ~~to,~~incorporated ~~among~~by ~~other~~reference ~~things,~~into ~~the~~any ~~incurrence~~filing ofunder ~~debt,~~ the ~~payment~~Securities Act of ~~dividends or similar restricted payments~~1933, ~~undertaking~~as ~~transactions~~amended ~~with~~ (the ~~Issuer’s~~“Securities ~~unrestricted affiliates~~Act”), ~~and~~or ~~limitations~~the onExchange ~~asset sales~~Act.

~~The~~Item ~~Notes~~7.01 ~~are~~Regulation ~~guaranteed~~FD ~~(the “Guarantees”), jointly and severally, on a senior unsecured basis by all of the Issuer’s existing subsidiaries (collectively, the “Guarantors”)~~Disclosure.

The ~~Notes~~information ~~and~~set ~~the~~forth ~~Guarantees~~under ~~were~~Item ~~issued and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(~~2~~) thereunder~~.02 ~~The~~is ~~Notes~~incorporated ~~were~~into ~~resold~~this ~~within~~Item ~~the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U~~7.S.01 ~~persons~~by inreference ~~reliance~~as onif ~~Regulation~~fully Sset ~~under~~forth ~~the Securities Act~~herein. The Notes and Guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

AtIn ~~any~~addition, ~~time~~on ~~prior~~February ~~to December 1~~25, ~~2027~~2026, the ~~Issuer~~Company ~~may~~posted onan ~~any~~investor ~~one~~presentation oron ~~more~~its ~~occasions~~website. ~~redeem~~The uppresentation, totitled ~~40%~~“LandBridge of4Q ~~the~~2025 ~~aggregate~~Earnings ~~principal~~Presentation,” ~~amount~~may ofbe ~~the~~found ~~Notes (including any additional notes) issued under the Indenture~~ at ~~a redemption price equal to 106~~https://ir.~~25%~~landbridgeco.com ofin the ~~principal~~“Events ~~amount of the Notes redeemed, plus accrued~~ and ~~unpaid~~Presentations” ~~interest,~~section ifon ~~any, to, but excluding,~~ the ~~redemption~~Company’s ~~date,~~“Investor ~~with~~Relations” ~~an amount of cash not greater than the net cash proceeds of one or more equity offerings~~webpage. AtInvestors ~~any~~should ~~time~~note ~~prior~~that ~~to December 1, 2027,~~ the ~~Issuer~~Company ~~may~~announces ~~also~~financial ~~redeem~~information ~~all~~in orfilings awith ~~part of~~ the ~~Notes~~U.S. atSecurities aand ~~redemption~~Exchange ~~price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium set forth in the Indenture~~Commission, ~~plus~~press ~~accrued~~releases and ~~unpaid~~public ~~interest,~~conference ifcalls ~~any,~~as ~~to,~~well ~~but~~as ~~excluding,~~on ~~the~~its ~~redemption date~~website. OnThe orCompany ~~after~~may ~~December 1,~~use ~~2027,~~ the ~~Issuer~~“Investor ~~may~~Relations” ~~also~~webpage ~~redeem~~and ~~all~~other orsections aof ~~part~~its ofwebsite ~~the~~to ~~Notes~~communicate atwith ~~the~~investors, ~~redemption~~and ~~prices~~it ~~set~~is ~~forth~~possible inthat the ~~Indenture,~~financial ~~plus accrued~~ and ~~unpaid~~other ~~interest,~~information ifposted ~~any,~~there oncould ~~the~~be ~~Notes~~deemed ~~redeemed,~~ to, ~~but~~be ~~excluding,~~material ~~the applicable redemption date~~information.

IfThe ainformation ~~Change~~contained ofor ~~Control~~referred ~~(as~~to ~~defined~~ in ~~the~~this ~~Indenture)~~Item ~~occurs~~7.01, ~~(along~~including ~~with~~Exhibit a99.1, ~~downgrade~~shall ofnot ~~the~~be ~~Notes~~deemed byto ~~two~~be ~~rating~~“filed” ~~agencies),~~for ~~the~~purposes ~~Issuer~~of ~~may~~Section be18 ~~required~~of tothe ~~offer~~Exchange toAct, ~~purchase~~or ~~the~~otherwise ~~Notes~~subject atto athe ~~purchase~~liabilities ~~price~~of ~~equal~~that tosection, ~~101%~~and ofis ~~the~~not ~~principal~~incorporated ~~amount,~~by ~~plus~~reference ~~accrued~~into ~~and~~any ~~unpaid~~filing ~~interest,~~under ifthe ~~any,~~Securities toAct or the ~~purchase~~Exchange ~~date~~Act.

~~The~~Item Notes and the Guarantees rank equally in right of payment with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and senior to all of the Issuer’s and the Guarantors’ future subordinated indebtedness9.01 ~~The~~Financial ~~Notes~~Statements and the Guarantees are effectively subordinated in right of payment to all of the Issuer’s and the Guarantors’ existing and future secured debt, including debt under the Issuer’s new revolving credit facility, to the extent of the value of the assets securing such debt, and will be structurally subordinated to all liabilities of any future subsidiaries of the Issuer that do not guarantee the NotesExhibits.

The summary of the Indenture set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT		DESCRIPTION
ExhibitNumber		Description
4.1		Indenture, dated as of November 25, 2025, by and among DBR Land Holdings LLC, the guarantors party thereto and UMB Bank, N.A., as trustee, relating to the issuance of the Notes.
99.1		Press Release of LandBridge Company LLC, dated February 25, 2026.
4.2		Form of 6.250% Senior Note due 2030 (included in Exhibit 4.1).
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANDBRIDGE COMPANY LLC By: /s/ Scott L. McNeely Name: Scott L. McNeely Title: ~~Executive Vice President,~~ Chief Financial Officer

~~Dated~~Date: ~~November~~ February 25, ~~2025~~ 2026

Filing Compare · LandBridge Co LLC