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LandBridge Co LLC Director's Dealing 2025

May 29, 2025

31165_dirs_2025-05-28_b1c20faa-d3b5-49cf-a6ae-3a5fa52513de.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LandBridge Co LLC (LB)
CIK: 0001995807
Period of Report: 2025-05-23

Reporting Person: LandBridge Holdings LLC (N/A)
Reporting Person: Five Point Energy Fund II AIV-VII LP (N/A)
Reporting Person: Five Point Energy Fund III AIV-VIII LP (N/A)
Reporting Person: Five Point Energy GP II LP (N/A)
Reporting Person: Five Point Energy GP II LLC (N/A)
Reporting Person: Five Point Energy GP III LP (N/A)
Reporting Person: Five Point Energy GP III LLC (N/A)
Reporting Person: Capobianco David N (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-05-23 Class B shares J 1900000 Disposed 51241496 Direct
2025-05-23 Class A shares C 1900000 Acquired 1900000 Direct
2025-05-23 Class A shares S 1900000 $75.25 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-05-23 DBR Land Holdings LLC Units $ C 1900000 Disposed Class A Shares (1900000) Direct

Footnotes

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 the sale by the Reporting Person pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on May 23, 2025, the Reporting Person (i) redeemed 1,900,000 OpCo Units (together with the cancellation of 1,900,000 Class B Shares) for 1,900,000 Class A Shares and (ii) sold 1,900,000 Class A Shares at a price per share of $75.25.

F3: Reflects the cancellation of 34,674 OpCo Units and 51,682 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) 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 December 31, 2024 and March 31, 2025, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date.

F4: The Reporting Person 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 the Reporting Person and have the right to appoint a majority of the members of the board of managers of the Reporting Person. 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 the Reporting Person 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.