Sec Form 4 Filing - LandBridge Holdings LLC @ LandBridge Co LLC - 2024-12-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LandBridge Holdings LLC 2. Issuer Name and Ticker or Trading Symbol LandBridge Co LLC [ LB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LANDBRIDGE COMPANY LLC, 5555 SAN FELIPE STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2024 (Street) HOUSTON, TX77056 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B shares ( 1 ) 12/19/2024 D( 1 ) 2,498,751 D $ 60.03 ( 1 ) 53,227,852 ( 2 ) D ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares DBR Land Holdings LLC Units ( 1 ) 12/19/2024 D( 1 ) 2,498,751 ( 2 ) ( 2 ) Class A Shares 2,498,751 $ 60.03 ( 1 ) 53,227,852 D ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LandBridge Holdings LLC C/O LANDBRIDGE COMPANY LLC 5555 SAN FELIPE STREET, SUITE 1200 HOUSTON, TX77056 X X Five Point Energy Fund II AIV-VII LP 825 TOWN & COUNTRY LANE #700 HOUSTON, TX77024 X X Five Point Energy Fund III AIV-VIII LP 825 TOWN & COUNTRY LANE #700 HOUSTON, TX77024 X X Five Point Energy GP II LP 825 TOWN & COUNTRY LANE #700 HOUSTON, TX77024 X X Five Point Energy GP II LLC 825 TOWN & COUNTRY LANE #700 HOUSTON, TX77024 X X Five Point Energy GP III LP 825 TOWN & COUNTRY LANE #700 HOUSTON, TX77024 X X Five Point Energy GP III LLC 825 TOWN & COUNTRY LANE #700 HOUSTON, TX77024 X X Capobianco David N C/O LANDBRIDGE COMPANY LLC 5555 SAN FELIPE STREET, SUITE 1200 HOUSTON, TX77056 X X Signatures /s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC 12/23/2024 Signature of Reporting Person Date /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 12/23/2024 Signature of Reporting Person Date /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 12/23/2024 Signature of Reporting Person Date /s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP 12/23/2024 Signature of Reporting Person Date /s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC 12/23/2024 Signature of Reporting Person Date /s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP 12/23/2024 Signature of Reporting Person Date /s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC 12/23/2024 Signature of Reporting Person Date /s/ David N. Capobianco 12/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )An aggregate 2,498,751 OpCo Units (as defined below) were transferred to the Issuer (as defined below) by the Reporting Person and a corresponding number of Class B Shares (as defined below) were contemporaneously forfeited by the Reporting Persons and cancelled by the Issuer (the "OpCo Unit Purchase") in exchange for an amount per OpCo Unit equal to $60.03, which was the amount per share received by the Issuer in connection with its private placement of an aggregate of 5,830,419 Class A Shares to select institutional and accredited investors on December 19, 2024. The OpCo Unit Purchase was made pursuant to a Purchase Agreement, dated December 19, 2024 (the "Purchase Agreement"), by and among the Reporting Person and the Issuer. The Purchase Agreement was specifically approved in advance by a majority of the Issuer's shareholders and the Issuer's board of directors. The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended. ( 2 )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 (the "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 (the "Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. The OpCo Units do not expire. The Class B Shares do not represent economic interests in the Issuer. ( 3 )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 a 97.4% controlling interest in 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. ( 4 )(Continued from footnote 3) 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.

Remarks: Pursuant to a Shareholder Agreement between the Issuer and the Reporting Person, the Reporting Person has the right to designate a majority of the members of the Board of Directors of the Issuer. As a result, the Reporting Persons constitute "directors by deputization" with respect to the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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