S-1

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the U.S. Securities and Exchange Commission on December 30, 2024

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LandBridge Company LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	6792	93-3636146
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(713)

230-8864

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jason Long

President and Chief Executive Officer

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(713)

230-8864

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David P. Oelman

Michael S. Telle

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713)

758-2222

Approximate date of commencement of proposed sale to the public:

From time to time on or after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell such securities, and it is not soliciting an offer to buy such securities, in any state or jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated December 30, 2024

Preliminary Prospectus

LOGO

59,058,271 Class A Shares

LandBridge Company LLC

Class A Shares

Representing Limited Liability Company Interests

This prospectus relates to the offer and sale, from time to time, by the selling shareholders identified in this prospectus (the “Selling Shareholders”) of up to an aggregate of 59,058,271 Class A shares representing limited liability company interests (“Class A shares”) in LandBridge Company LLC, a Delaware limited liability company (“LandBridge,” the “Company,” “we,” “us” or “our”), consisting of (i) 53,227,852 Class A shares that may be resold by LandBridge Holdings LLC upon redemption of an equal number of OpCo Units (as defined below) (together with the cancellation of an equal number of Class B shares (as defined below)) and (ii) 5,830,419 Class A shares issued to the other Selling Shareholders in the December Private Placement (as defined below).

The Selling Shareholders may offer, sell or distribute all or a portion of the Class A shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We are not selling any Class A shares under this prospectus and will not receive any of the proceeds from the sale of the Class A shares by the Selling Shareholders. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their sale of our Class A shares. The Class A shares may be resold by the Selling Shareholders directly to investors or to or through underwriters, dealers or other agents, as described in more detail in this prospectus. We do not know if, when or in what amounts a Selling Shareholder may offer Class A shares for resale. The Selling Shareholders may resell all, some or none of the Class A shares covered by this prospectus in one or multiple transactions. For more information, see the section titled “Plan of Distribution.”

Our Class A shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “LB.” The last reported sales price of our Class A shares on the NYSE on December 27, 2024 was $64.80 per Class A share.

We have two classes of authorized equity securities outstanding: Class A shares and Class B shares representing limited liability company interests (“Class B shares” and, together with Class A shares, “common shares”). Our Class B shares have no economic rights but entitle holders to one vote per Class B share on all matters to be voted on by shareholders generally. Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement (as defined herein).

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Please see the section titled “Risk Factors.” We also are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. See “Management—Status as a Controlled Company” for additional information.

Investing in our Class A shares involves risks. See “Risk Factors” beginning on page 28 of this prospectus to read about factors you should consider before investing in our Class A shares. These risks include the following:

•

Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity on or around our land. If E&P companies do not maintain drilling, completion and production activities on or around our land, the demand for the use of our land and resources, as well as the royalties we receive from the production of oil and natural gas and related activities on our land, could be reduced, which could have a material adverse effect on our results of operations, cash flows and financial position.

•

The willingness of E&P companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financial position.

•

Because a significant portion of our future revenue growth is expected to be derived from WaterBridge and Desert Environmental (each, as defined herein), any development that materially and adversely affects their business, operations or financial condition could have a material adverse impact on us.

•

Our reliance on WaterBridge and its personnel to manage and operate our business exposes us to certain risks.

•

LandBridge Holdings (as defined herein) has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. LandBridge Holdings’ interests may conflict with those of our other shareholders.

•

LandBridge Holdings, Five Point (as defined herein) and WaterBridge, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.

•

There are certain provisions in our Operating Agreement regarding fiduciary duties of our directors, exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the Delaware General Corporation Law (the “DGCL”) in a manner that may be less protective of the interests of our public shareholders and restrict the remedies available to shareholders for actions taken by our officers and directors that might otherwise constitute breaches of fiduciary duties if we were subject to the DGCL.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2025.

TABLE OF CONTENTS


	Page
Summary		1
Risk Factors		28
Cautionary Note Regarding Forward-Looking Statements		65
Use of Proceeds		68
Dividend Policy		69
Capitalization		70
Management’s Discussion and Analysis of Financial Condition and Results of Operations		71
Industry		95
Business		100
Management		131
Executive Compensation		139
Director Compensation		145
Principal and Selling Shareholders		146
Certain Relationships and Related Party Transactions		152
Description of Shares		158
Our Operating Agreement		161
Shares Eligible for Future Sale		171
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders		173
Certain ERISA Considerations		178
Plan of Distribution		180
Legal Matters		182
Experts		182
Where You Can Find More Information		182
Glossary of Certain Industry Terms		A-1
Index to Financial Statements		F-1

Neither we nor the Selling Shareholders have authorized anyone to provide you with information different from that contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. Neither we nor the Selling Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Shareholders are offering to sell Class A shares and seeking offers to buy Class A shares only under circumstances and in jurisdictions where such offers and sales are lawful. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A shares. Our business, liquidity position, financial condition, prospects or results of operations may have changed since the date of this prospectus.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

BASIS OF PRESENTATION

We were formed on September 27, 2023 by WaterBridge NDB LLC (“NDB LLC”) and did not conduct any material business operations prior to the completion of the transactions described under “Summary—Initial Public Offering and Corporate Reorganization” (such transactions, the “Corporate Reorganization”) other than certain activities related to our initial public offering (the “IPO”), each of which closed on July 1, 2024.

Our predecessor is DBR Land Holdings LLC, a Delaware limited liability company (“OpCo”), and its subsidiaries. We are a holding company, the sole material asset of which consists of membership interests in OpCo (“OpCo Units”). We are also the sole managing member of OpCo. OpCo has no operations, income (loss), liabilities or material assets, other than its interests in DBR Land LLC, a Delaware limited liability company and wholly-owned subsidiary of OpCo (“DBR Land”).

Our organizational structure allows us to retain a direct equity ownership in OpCo, which is classified as a partnership for U.S. federal income tax purposes. Holders of Class A shares, by contrast, hold a direct ownership interest in us in the form of such Class A shares, and an indirect ownership interest in OpCo through our ownership of OpCo Units. Although we were formed as a limited liability company, we have elected to be taxed as a corporation for U.S. federal income tax purposes.

Pursuant to our Operating Agreement and the OpCo LLC Agreement (as defined herein), our capital structure and the capital structure of OpCo generally replicate one another and provide for customary antidilution mechanisms in order to maintain the one-for-one exchange ratio between the OpCo Units and our Class A shares.

For additional information, please see “Summary— Initial Public Offering and Corporate Reorganization” and “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Throughout this prospectus, we present operational and financial information regarding the business of OpCo. This information is generally presented on an enterprise-wide basis. LandBridge Holdings LLC (“LandBridge Holdings”) currently holds a majority of the economic interest in OpCo, as a non-controlling interest holder, through its ownership of a majority of the OpCo Units outstanding. LandBridge Holdings directly controls us and, as a result, indirectly controls OpCo through its ownership of Class B shares representing greater than a majority of our outstanding common shares. Because the Class A shares currently indirectly represent a minority economic interest in OpCo, prospective investors should therefore evaluate performance metrics and financial information in this prospectus accordingly. To the extent that OpCo Units (along with a corresponding number of our Class B shares) are redeemed for our Class A shares (or, at our election, for cash) over time, the relative economic interest of LandBridge and our public shareholders in OpCo’s economic results will increase relative to that of LandBridge Holdings.

Recent Acquisitions

As discussed under “Summary—Recent Developments—Acquisitions,” on November 1, 2024, we acquired approximately 1,280 surface acres in Winkler County, Texas (the “Winkler County Acreage”) from a private third-party seller (the “Winkler County Acquisition”).

On November 22, 2024, we acquired approximately 5,800 surface acres in Lea County, New Mexico (the “Brininstool Acreage”) from a private third-party seller (the “Brininstool Acquisition”).

On December 19, 2024, we acquired 46,026 surface acres in Reeves and Pecos Counties, Texas (the “Wolf Bone Ranch”) from a subsidiary of VTX Energy Partners, LLC (“VTX Energy”), a Vitol Investment (such acquisition, the “Wolf Bone Acquisition” and, collectively with the Winkler County Acquisition and the Brininstool Acquisition, the “Recent Acquisitions”).

Financial and Operating Data Presentation

Unless otherwise indicated, the historical financial and operating data presented herein generally consists of the consolidated financial and operating results of (i) prior to the consummation of the Corporate Reorganization and the IPO, OpCo and its subsidiaries and (ii) subsequent to the consummation of the Corporate Reorganization and the IPO, LandBridge and its subsidiaries, including OpCo and its subsidiaries. OpCo has no operations, income (loss), liabilities or material assets, other than its interests in DBR Land, and its financial results are included in the consolidated financial statements of LandBridge.

In certain instances in this prospectus, we present financial data on a “pro forma” basis. As used herein and as applicable based on the periods presented, the term “pro forma,” when used with respect to financial data, refers to the historical financial data of LandBridge, as adjusted to give effect to the East Stateline Acquisition, the Credit Agreement Amendments, the Corporate Reorganization and the IPO, the IPO Concurrent Private Placement (as defined below), the Wolf Bone Acquisition and the December Private Placement (as defined below) (collectively, the “Pro Forma Transactions”), unless otherwise indicated.

Unless otherwise indicated, pro forma financial data for the year ended December 31, 2023 gives effect to the Pro Forma Transactions as if each transaction had been consummated on January 1, 2023. Unless otherwise indicated, pro forma financial data for the nine months ended September 30, 2024 gives effect to the Pro Forma Transactions as if each transaction had been consummated on January 1, 2023. Pro forma financial data as of September 30, 2024 gives effect to the Wolf Bone Acquisition, the Second Credit Agreement Amendment and the December Private Placement and the application of the net proceeds therefrom as if each transaction had been consummated on September 30, 2024. Pro forma financial data contains certain reclassification adjustments to conform each of the historical Wolf Bone Ranch and East Stateline Ranch financial statement presentation to the Company’s financial statement presentation, as applicable.

The pro forma financial data is presented for illustrative purposes only and should not be relied upon as an indication of the financial condition that would have been achieved if the Pro Forma Transactions had taken place on the specified dates. In addition, future results may vary significantly from the results reflected in such pro forma data and should not be relied on as an indication of future results. Please refer to our unaudited pro forma condensed consolidated financial statements and the related notes thereto included elsewhere in this prospectus for additional information.

INDUSTRY DATA

Some market data and statistical information contained in this prospectus are based on management’s estimates and calculations, which are derived from our review and interpretation of publicly available industry publications, our internal research and our knowledge of the markets in which we currently operate and, as of the date of this prospectus, anticipate operating in the future. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus.

TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of

iii

SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. Because this is a summary, it may not contain all of the information that may be important to you and to your investment decision in our Class A shares. The following summary is qualified in its entirety by the more detailed information and financial statements and related notes thereto included elsewhere in this prospectus. You should read this entire prospectus carefully and should consider, among other things, the matters set forth in “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the historical and pro forma financial statements and related notes thereto included elsewhere in this prospectus before deciding to invest in our Class A shares. In addition, certain statements in this prospectus include forward-looking information that is subject to risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” in this prospectus for additional information.

Unless otherwise indicated or required by the context, references in this prospectus to “LandBridge,” the “Company,” “we,” “us,” “our” and like terms refer (i) prior to the consummation of the Corporate Reorganization and the IPO, to OpCo and its subsidiaries, and (ii) subsequent to the consummation of the Corporate Reorganization and the IPO, to LandBridge and its subsidiaries, including OpCo and its subsidiaries. See “—Initial Public Offering and Corporate Reorganization.” References in this prospectus to the “Selling Shareholders” refer to the Selling Shareholders listed herein. See “Principal and Selling Shareholders.” References in this prospectus to “Five Point” refer to Five Point Energy LLC. References in this prospectus to “WaterBridge NDB” refer to WaterBridge NDB Operating LLC, and references to “WaterBridge” collectively refer to WaterBridge NDB and WaterBridge Operating LLC, together with their respective operating subsidiaries. References in this prospectus to “Desert Environmental” refer to Desert Environmental LLC. See “Glossary of Certain Industry Terms” for other defined terms used in this prospectus.

Company Overview

Land is critical to energy development and production. We own approximately 273,000 surface acres in and around the Delaware sub-basin in the prolific Permian Basin, which is the most active region for oil and natural gas exploration and development in the United States. Access to expansive surface acreage is necessary for oil and natural gas development, solar power generation, power storage, data centers and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy development requires access to surface acreage to support those activities. Our strategy is to actively manage our land and resources to support and encourage oil and natural gas development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders.

The Delaware Basin is the most active oil and natural gas development and production region of the prolific Permian Basin due to the abundant remaining oil and natural gas resources and low break-even cost of development. Activity in the Delaware Basin is dominated by large, generally publicly listed, well-capitalized producers. Our land is located predominantly in the heart of the Delaware Basin, along and near the regulatory divide of the Texas-New Mexico state border, which represents some of the most productive acreage in the Delaware Basin with a high concentration of hydrocarbons and prolific drilling and completion activity. We believe that our strategic location positions us to capture additional revenues from the growth in infrastructure required to facilitate the development of these resources.

We share a financial sponsor, Five Point, and our management team with WaterBridge. WaterBridge is one of the largest water midstream companies in the United States and operates a large-scale network of pipelines and other infrastructure in the Delaware Basin that, as of December 30, 2024, handled more than 2.0 million bpd of water associated with oil and natural gas production, with approximately 3.4 million bpd of total handling capacity. These relationships provide our shared management team visibility into key areas of oil and natural gas production and long-term trends, which we leverage to encourage and support the development of critical infrastructure on our land and generate additional revenue for us.

Five Point and our management team formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of WaterBridge’s large-scale produced water handling infrastructure and to actively manage our land and resources to support and encourage broader industrial and commercial development. Since our formation, our management and Five Point have successfully started and expanded businesses that generate new and growing revenues for us by capturing and monetizing commercial activity both on and near our land. Examples of the benefits of these relationships include WaterBridge’s strategic partnership with Devon Energy, which supports the development of significant additional infrastructure on and around our land. We believe that WaterBridge’s future growth will continue to underpin increased revenues for us, into which we have significant visibility and that requires minimal investment by us. Additionally, Five Point formed Desert Environmental to develop non-hazardous oilfield reclamation and solid waste facilities on our land.

In addition to our relationships with WaterBridge and Desert Environmental, we have actively grown third-party revenues. We utilize a collaborative commercial approach with a diversified customer base to provide availability, timing and consistent terms for our customers’ development activities on our land. As a landowner, we benefit from these activities by charging fees and royalties based on our customers’ usage of our land and resources. Furthermore, the cost of development on our land is primarily borne by our customers, allowing us to benefit from their growth on our land while deploying minimal capital of our own. In furtherance of our strategy, we and WaterBridge entered into agreements with Texas Pacific Land Company (“TPL”), one of the largest landowners in Texas, to provide reciprocal crossing rights and produced water royalty and revenue sharing across an area of mutual interest that provides our customers (including WaterBridge) with greater development efficiency and enables them to increase their operations on our land. Please see “Business—Our Assets—Our Stateline Position” for more information related to our agreements with TPL.

We generate multiple revenue streams from the use of our surface acreage, the sale of resources from our land and oil and gas royalties.

•

Surface Use Royalties and Revenues: We receive fees from our customers for the use of our surface acreage for their business operations, which currently include oil and natural gas development and production, produced water transportation and handling, pipeline and electrical infrastructure, a commercial fuel distribution facility and other commercial and industrial activities, including non-hazardous oilfield reclamation and solid waste facilities. This revenue stream will also include revenues generated from two solar facilities currently being developed on our land.

•

Resource Sales and Royalties: We receive fees from the sale of resources from our land, including sales of brackish water utilized in connection with oil and natural gas well completions and royalties from sand extracted from our land for oil and natural gas operations. These resources are used by our customers in their projects on and around our land and elsewhere throughout the Delaware Basin.

•

Oil and Gas Royalties: We receive a share of recurring revenues from the production of oil and natural gas on our 4,180 gross mineral acres through our ownership of mineral interests, of which approximately 96% underlie our surface acreage. Other than our gross mineral acres, we do not own the mineral interests that underlie our surface acreage.

A key attribute of our business model is entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, with minimal capital requirements of our own for both current and future commercial opportunities, resulting in the ability to create significant Free Cash Flow.

Active Land Management

We actively manage the commercial development of our land, seeking to maximize the long-term value of our surface acreage and our resources by identifying and developing, or supporting the development of, new uses and revenues from our land. We communicate frequently with existing and potential customers with respect to new opportunities and revenue streams from our land. Unlike landowners focused primarily on agricultural or livestock operations, we proactively promote our land as a location for commercial and industrial uses, and we offer our customers an efficient contracting process that provides a holistic solution to their operational needs.

Further, we are actively growing revenue streams beyond the hydrocarbon value chain to maximize utilization of our land and resources. As we have continued to attract and support operations on our land, the resulting infrastructure provides the opportunity to attract new businesses that can take advantage of that existing infrastructure to pursue additional commercial opportunities. For example, roads and power and other infrastructure in place on our land reduce development costs for natural gas processing facilities, cryptocurrency mines and data centers. The infrastructure on our land supports the development and production of oil and natural gas, which attracts additional uses of our land near the areas of drilling and production, such as onsite power generation, hydrogen sulfide (“H2S”) treatment and storage, pipelines and road construction. While these additional activities generate revenue for us, they are not land intensive and allow for other uses of our land.

We target opportunities that make the most efficient use of our surface acreage, allow the same surface acreage to be used for multiple activities and/or improve the value of the surrounding acreage, and have entered into, or are currently pursuing, primarily long-term commercial relationships with businesses focused on solar power generation, power storage, cryptocurrency mining and data management, as well as other renewable energy production, among other industries and applications. For example, we recently entered into a lease development agreement with a joint venture between a third-party developer and funds affiliated with Five Point for the development of a data center and related facilities on approximately 2,000 of our surface acres in Reeves County, Texas. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we do not expect to own or operate such projects or expect to incur significant capital expenditures in connection therewith.

For the three and nine months ended September 30, 2023, we generated $11.5 million and $40.5 million, respectively, of non-oil and gas royalty revenue, or $159 and $562, respectively, per owned surface acre. For the three and nine months ended September 30, 2024, we increased non-oil and gas royalty revenue to $25.6 million and $61.9 million, respectively, or $116 and $409, respectively, per owned surface acre. The three and nine months ended September 30, 2024 include the effects of the Lea County Acquisition beginning on March 18, 2024 and the Spring 2024 Acquisitions beginning on May 10, 2024. For the year ended December 31, 2023, we generated $52.1 million of non-oil and gas royalty revenue, or $724 per owned surface acre.

Land and Produced Water Relationship

Produced water naturally exists in underground formations and is brought to the surface during crude oil and natural gas production throughout the entire life of an oil or natural gas well. Produced water must be reliably separated and handled in order for these wells to be brought online and remain in production. The gathering, treating, handling and recycling of produced water requires both access to significant surface acreage for operations and subsurface reservoirs that are porous, uniform and stable where produced water can be injected and sequestered.

We believe that this growth in oil and natural gas production activity will require increased produced water handling capacity, as the amount of produced water produced from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production.

Produced water handling facilities and their access to specific geologic zones are regulated at the state level and are required to meet guidelines imposed by the relevant state agencies. Because the Delaware Basin straddles the Texas–New Mexico state border, the planning, permitting and building of produced water infrastructure is dependent upon the laws and regulations of either Texas or New Mexico.

In contrast to New Mexico, Texas generally provides a more favorable regulatory environment for produced water permitting. The combination of favorable geological characteristics and a comparatively less restrictive regulatory environment drives increased demand for produced water handling facilities on the Texas side of the Texas-New Mexico state border. Our Stateline and Northern Positions benefit from the demand for surface acreage and pore space in Texas that is driven by the regulatory divide between Texas and New Mexico and the level of oil and gas activity in the Northern Delaware Basin. New Mexico also presents a more restrictive regulatory and hydrological environment for sourcing brackish water used for oil and natural gas well completion activity. As a result, much of the brackish water supplied to the oil and natural gas industry in New Mexico is sourced from Texas. Our Stateline and Northern Positions contain significant underground brackish water resources from which brackish water can be produced for sale to companies that deliver this water to E&P companies in New Mexico for use in their drilling and completion activities.

We believe that expected future growth of produced water volumes in the Delaware Basin will require incremental pore space to ensure proper handling. We also believe that our large land position strategically located at the intersection of significant producer activity and access to largely underutilized pore space offers critical capacity for produced water disposal, along with our management team’s extensive experience in the produced water industry, uniquely positions us to provide producers and produced water companies with access to our land and pore space to establish large-scale, reliable produced water handling solutions, from which we will generate multiple revenue streams, including the sale of resources from our land and produced water handling royalties.

As of December 30, 2024, WaterBridge operates approximately 767,000 bpd of produced water handling capacity on our land and has approximately 1.7 million bpd of additional permitted capacity available for future development on our land. We receive royalties for each barrel of produced water handled on our land as well as surface use payments for infrastructure constructed on our land.

Our Assets

We own approximately 273,000 surface acres in and around the Delaware Basin in Texas and New Mexico, the most active oil and natural gas development and production region of the United States, as of December 30, 2024. Our surface acreage is located across three separate areas, which we refer to as our Stateline, Northern and Southern Positions. Our land positions are shown below:

Overview of our Land Position

LOGO

Our Stateline Position

Our Stateline Position consists of approximately 137,000 surface acres located primarily in Loving, Reeves and Winkler Counties, Texas, and Lea County, New Mexico, near and along the Texas-New Mexico state border, as of December 30, 2024. Our Stateline Position is comprised of a significant and large land position and geological formations that are generally characterized by high permeability and porosity, that we believe will enable reliable water handling. There are substantial hydrocarbon resources under and in close proximity to our Stateline Position, which attracts high-quality, well-capitalized producers, including Devon Energy, EOG Resources, ConocoPhillips, Continental Resources, Admiral Permian and Occidental Petroleum. We believe that our geographic proximity to the operations of large, well-capitalized producers positions us to benefit from anticipated growth in oil and natural gas development on and around our land.

companies, midstream companies, service companies and other operators in the area generally needing to access both our and TPL’s surface acreage for rights of way. In order to unlock opportunities for the checkerboarded surface acreage, we, together with WaterBridge, entered into agreements with TPL in the first quarter of 2022 that established an approximate 64,000 acre area of mutual interest (the “Stateline AMI”) across much of the western portion of our Stateline Position and the adjacent TPL surface acreage. These agreements provide reciprocal crossing rights as well as royalty and revenue sharing across the Stateline AMI, and provides WaterBridge the certainty necessary to develop large scale water infrastructure assets on and around such land. We believe these agreements provide WaterBridge with greater water handling opportunities across the western portion of our Stateline Position, which we expect to result in additional royalty revenue for us. Please see “Business—Our Assets—Our Stateline Position” for more information related to our agreements with TPL.

As of December 30, 2024, WaterBridge and third party operators operated approximately 1.0 million bpd of existing produced water handling capacity on our Stateline Position. We believe that the pore space underlying the western portion and eastern portion of our Stateline Position will be able to support approximately 2.6 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

The eastern portion of our Stateline Position includes 104,000 contiguous surface acres in Winkler and Loving Counties, Texas and Lea County, New Mexico. WaterBridge operates produced water handling infrastructure and a brackish water supply system that serves producers active on the East Stateline Ranch, including ConocoPhillips, Continental Resources, Devon Energy, Occidental Petroleum, Admiral and Permian Resources. These producers are subject to SUAs (as defined herein) that govern commercial activities on the East Stateline Ranch. In addition, we believe that the East Stateline Ranch contains substantial sand resources, which we expect to support additional sand mine developments over time and generate surface use revenue for us in connection with the utilization of our land.

Our Stateline Position and the surrounding acreage represent some of the most productive acreage in the Delaware Basin due to the relatively high concentration of hydrocarbons in the area. Further, the oil produced in and around our Stateline Position is accompanied by significant volumes of produced water. This water must be reliably handled in order for these wells to be brought online and remain in production, driving continuing demand for water handling on acreage in close proximity to the operations of producers. We believe that our land is well situated to participate in the growth in strategic infrastructure necessary to handle these large volumes of produced water.

Although oil and natural gas production and related services account for a large majority of the activity in our Stateline Position, Desert Environmental has built two non-hazardous oilfield reclamation and solid waste facilities, which pay royalties to us based on waste handled. In addition, as oil and natural gas activities continue to support the buildout of electric and data infrastructure, there are opportunities with developers seeking to build data centers, cryptocurrency mining facilities, power storage facilities and commercial fueling stations across our Stateline Position.

Our Northern Position

Our Northern Position, which includes land positions in Eddy and Lea Counties, New Mexico and Andrews County, Texas, consists of approximately 56,000 fee-owned surface acres and 33,285 additional surface acres leased from the BLM and State of New Mexico, as of December 30, 2024. Our BLM and State of New Mexico acreage is leased under customary BLM and State of New Mexico lease terms, respectively, on a year-to-year basis. The northern part of the Delaware Basin currently is experiencing significant growth in oil and natural gas development activity, which will require investments in produced water handling capacity.

Our Northern Position supports much needed water infrastructure development to serve oil and natural gas development in the northern part of the Delaware Basin. We believe that there is a need for produced water systems serving central and northern Lea and Eddy Counties to transport produced water east out of the Delaware Basin. The Speed and Lea County Ranches within our Northern Position provide critical access to pore space that we believe will be able to handle significant produced water volumes.

As of December 30, 2024, WaterBridge and third party operators operated approximately 90,000 bpd of existing produced water handling capacity on our Northern Position. We believe that the pore space underlying our Northern Position will be able to support approximately 1.0 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

Our Southern Position

Our Southern Position consists of approximately 80,000 surface acres located in Reeves and Pecos Counties, Texas in the Delaware Basin, as of December 30, 2024. Various producers have operations on or in the vicinity of our Southern Position, including ConocoPhillips, APA Corporation, Permian Resources and Diamondback Energy, and we generate revenues from their use of our Southern Position acreage and its resources.

In December 2024, we completed the Wolf Bone Acquisition, consisting of approximately 46,000 largely contiguous surface acres in the Southern Delaware Basin. Located adjacent to our existing surface acreage in Reeves County, Texas, the Wolf Bone Ranch is well-positioned at a strategic intersection of oil and natural gas exploration and transportation, with access to the Waha Gas market hub. The land also supports produced water operations, with current volumes of approximately 300 MBbls/d serviced by infrastructure owned and operated by VTX Energy, as well as assets owned and managed by WaterBridge. Pursuant to the Wolf Bone Acquisition, VTX Energy has agreed to a minimum annual revenue commitment to LandBridge of $25 million for the next five years.

On November 6, 2024, we entered into a lease development agreement for the development of a data center and related facilities on approximately 2,000 acres of our land in Reeves County, Texas with Powered Land Partners, LLC, a joint venture between a third-party developer and funds affiliated with Five Point Energy (“PowLan”). The lease development agreement includes, among other things, a non-refundable $8.0 million deposit paid in December 2024 for a two-year site selection and pre-development period. PowLan is obligated to meet certain timing milestones to maintain its lease, to include the commencement of site development within a two-year period and construction of the data center within a subsequent four-year period. Upon initiation of construction of a data center, PowLan will make escalating annual lease payments commencing at $2 million per year during the development period and $8 million per year commencing on the first anniversary of the commencement date of construction, subject to annual Consumer Price Index (“CPI”) escalation with a 2% minimum and a 4% maximum. PowLan will also make additional payments based on the net revenue received with respect to the power generation facilities to be located on the leased property. To the extent PowLan does not commence site development within two years of entry into the lease development agreement or commence construction of the data center within a subsequent four-year period, the agreement will automatically terminate. PowLan may also terminate the agreement following the commencement of construction of the data center, subject to a substantial early termination fee. To the extent more than 25% the aggregate acreage subject to the lease development agreement is condemned or taken by a governmental authority, PowLan may proportionately reduce future annual lease payments due by an identical percentage. We can offer no assurance that the counterparty will lease the site, nor can there be any assurance that PowLan will be successful in its efforts to develop the data center or any power generation facilities.

In addition, we continually seek to identify and pursue opportunities with a broad array of customers, including new, distinct operations on our Southern Position. For example, through our subsidiary, DBR Solar, we are permitting the construction and operation of one facility with 250-megawatts of solar generation capacity on our Southern Position, and we have identified adjacent acreage in our Southern Position that we believe will be an attractive location for an additional 120 megawatts of solar capacity. The facility for which we were previously pursuing permitting through our subsidiary, Pecos Renewables, has been delayed indefinitely due to the construction of an existing project on the relevant acreage. In addition, our Southern Position is adjacent to the I-10 interstate highway corridor, the fourth longest interstate highway system in the country, as well as I-20, which, each individually and collectively, serve as corridors for significant vehicle traffic and for pipeline and electrical infrastructure, representing additional development opportunities for this surface acreage.

Our Mineral Interests

We own 4,180 gross mineral acres in the Delaware Basin with a weighted average royalty interest based on acreage of 23.9% and an average proved developed producing net revenue interest per well of 4.2%, as of December 30, 2024. Our mineral interests are leased to some of the top operators in the Delaware Basin, including APA Corporation, Chevron, ConocoPhillips and Occidental Petroleum. Our leases with these and other E&P companies permit the lessee to explore for and produce oil, natural gas and NGLs from our land and entitle us to receive an upfront cash payment, or lease bonus, and a percentage of the proceeds from the sales of these commodities in the form of an oil and gas royalty interest. Unlike owners of working interests in oil and natural gas properties, we are not obligated to fund drilling and completion costs, plugging and abandonment costs or lease operating expenses associated with oil and natural gas production. As a mineral owner, we incur only our proportionate share of production and ad valorem taxes and, in some cases, gathering, processing and transportation costs. If the lessee does not meet certain requirements, such as drilling and completing wells within the leased mineral acreage by a specified date, the lessee must pay to extend the lease, or the lease will terminate. If terminated, we would seek to re-lease our mineral interests to another E&P company. Of our gross mineral acres, approximately 96% underlie our surface acreage. Other than our gross mineral acres, we do not own the mineral interests that underlie our surface acreage.

Unlike businesses that focus on buying oil and gas royalty interests, which are more directly exposed to commodity prices, our focus is on surface acreage ownership and the associated fee-based revenue. As a result, we expect to acquire additional mineral interests only incidentally in connection with property acquired primarily for other purposes and, consequently, oil and natural gas is expected to become a smaller percentage of our total revenues over time.

Our Business Model

We are focused on actively growing revenue from the use of our surface acreage and the sale of resources from our land, while continuing to maximize value from our current mineral interests. We believe that our largely fee-based contracts, as well as our strong base of revenues from our customers’ oil and natural gas production, help mitigate our direct exposure to commodity price fluctuations and promote cash flow stability through commodity price cycles.

Sources of Revenue

Our sources of revenue currently include:

Surface Use Royalties and Revenues

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Surface Use Royalties: Under our surface use royalty agreements, including produced water handling facility leases and certain surface use agreements that contain water handling royalties (“SURAs”),

which typically provide for five- to 10-year initial terms, we receive a royalty based on a percentage of gross revenues derived from the use of our land and/or volumetric use of infrastructure installed on our land in exchange for rights of use of our land. Royalties we receive from operations under our SURAs include produced water transportation and handling operations, skim oil recovery and produced water throughput and waste reclamation, all of which are required for oil and natural gas production throughout the lifecycle of a well.

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Easements and Surface-Related Revenues: Under our surface use agreements, including easements and rights of way (collectively, “SUAs”), which typically provide for five- to 10-year initial terms, we typically receive a fee when the contract is executed, fixed monthly or annual payments, and often additional fees at the beginning of each renewal period. Such agreements typically include pre-defined terms for fees that we will receive for our customers’ development and use of drilling sites, new and existing roads, pipeline easements and electric transmission easements. Our SUAs generally require our customers to use the resources from our land, such as brackish water and sand, for their operations on our land, for which we receive our customary fees.

Resource Sales and Royalties

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Resource Sales: Under our water supply agreements, we sell brackish water to be used primarily in well completions in exchange for a per barrel fee. These fees are negotiated and vary depending on the destination of the brackish water, with brackish water sold for use outside the Stateline AMI typically at wholesale prices and brackish water sold for use in the Stateline AMI sold directly to producers at retail prices. Revenue from brackish water sold for use in the Stateline AMI is shared with TPL (please see “—Our Assets—Our Stateline Position” for more information related to our agreements with TPL). We and TPL have strong relationships with, and contractual commitments from, many of the E&P companies in the Stateline AMI. Additionally, the immediate proximity of our Stateline Position to the Texas-New Mexico state border provides us the ability to deliver brackish water volumes into the otherwise constrained market in New Mexico. Through our relationships, as well as the strategic location of our brackish water resources, we believe that we will benefit from strong demand going forward in both Texas and New Mexico. Similarly, our customers buy caliche from us for the construction of access roads and well pads for which we receive a fixed-fee per cubic yard of caliche extracted from our surface acreage. Businesses operating on our land are generally required to buy all caliche they use on our land from us.

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Resource Royalties: Under our sand lease agreements, we lease our surface acreage to customers to construct and operate at their expense sand mines to provide in-basin sand for use in oil and natural gas completion operations. We receive a fixed royalty per ton of sand extracted, as well as a fixed-fee per barrel of brackish water used to support sand mining operations.

Oil and Gas Royalties

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Under our oil and natural gas mineral leases, we receive a lease bonus at inception and in connection with any extensions and oil and gas royalties on a per unit produced basis at a market rate, less production taxes and, in some instances, gathering, processing and transportation costs. Our leases, which typically extend for a one- to three-year primary term, permit the lessee to explore for and produce oil, natural gas and NGLs from our land and entitle us to receive a percentage of the proceeds from the sales of these commodities in the form of a royalty. If the lessee does not meet certain requirements, such as drilling and completing wells within the leased mineral acreage by a specified date, the lessee must pay to extend the lease, or the lease will terminate. If terminated, we would seek to re-lease our mineral interests to another E&P company.

We expect our fee-based revenues to grow over time relative to our revenues generated from oil and gas royalties. While our focus is on fee-based arrangements, our revenues generated from oil and gas royalties fluctuate with market prices for oil and natural gas. For the nine months ended September 30, 2024, 55% of our total revenues were surface use royalties and revenues, 29% were resource sales and royalties and 16% were oil and gas royalties. For the year ended December 31, 2023, 35% of our total revenues were surface use royalties and revenues, 36% were resource sales and royalties and 29% were oil and gas royalties.

We seek to include inflation escalators in each of our contracts for surface use royalties and revenues and resource sales and royalties, which, when combined with our relatively low operating and capital expenditures, may assist in mitigating our exposure to rising costs. Given the expected long-term nature of production in the Delaware Basin, we expect these contracts to be renewed over an extended period of time. While we expect these revenue streams to be recurring over the long-term, our contracts with our significant customers, which represent a large portion of our revenues, generally do not contain minimum commitment provisions for land use or brackish water volumes to be purchased. As a result, our revenues are dependent on ongoing demand from these customers, which may decrease due to factors beyond our control despite our current expectations regarding long-term activity by our customers on our land. Among other risks to which we are exposed, we are subject to the risk of geographic concentration in the Permian Basin where we compete with other landowners to provide an attractive development site for the limited number of potential customers that seek to develop and/or construct infrastructure or procure resources necessary for their projects and operations.

Financial Performance

Key to our business model is entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations, while requiring only modest capital investment by us. As a result, we are able to grow our revenues, net income and Adjusted EBITDA while maintaining relatively high Free Cash Flow.

Our success in signing new commercial agreements through the active management of our land combined with the strength of our existing contracts and our proactive land acquisition strategy has resulted in significant growth in our business.

Although we believe that we have been successful in growing our business, the Acquisitions required a significant expenditure of capital and, as of December 30, 2024, we had $385.0 million of total debt outstanding. As of November 30, 2024, we had working capital, defined as current assets less current liabilities, of $19.0 million, and cash and cash equivalents of $13.9 million. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Our Relationship with WaterBridge

We share a management team and financial sponsor with WaterBridge. WaterBridge owns and operates one of the largest integrated water midstream systems in the United States, providing water sourcing and produced water handling in key oil and natural gas producing basins in Texas, New Mexico and Oklahoma. WaterBridge’s key customers include Chevron, Devon Energy, EOG Resources, ConocoPhillips, Diamondback Energy, Occidental Petroleum, Vital Energy, Permian Resources, Mewbourne Oil Company and APA Corporation. As of December 30, 2024, WaterBridge handled approximately 2.5 million bpd of aggregate produced water and had approximately 4.2 million bpd of aggregate handling capacity, in each case across its aggregate areas of operation. WaterBridge has the right to construct produced water infrastructure on our Stateline and Northern Positions and is one of our largest customers, representing 25% of our revenue for the nine months ended September 30, 2024. These revenues consist of:

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produced water handling fees;

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skim oil royalties; and

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fees associated with rights of way for pipelines, equipment and roads and related surface use permits.

During the nine months ended September 30, 2024, we generated $18.3 million of revenues from WaterBridge. For every 100,000 bpd of incremental produced water that WaterBridge brings onto our surface, we expect to generate royalty fees of $4.0 million to $6.0 million per year, including skim oil revenues. The shared management team between LandBridge and WaterBridge facilitates our common goal of capitalizing on energy production in the Permian Basin through a mutually beneficial relationship. Additionally, our shared management team’s visibility into oil and natural gas production and long-term trends in the Permian Basin as a result of WaterBridge’s platform allows us to facilitate development of infrastructure in certain premier locations, thus capturing additional revenue streams.

In the Permian Basin, WaterBridge is primarily focused on building and operating integrated water networks to provide operational continuity for its upstream customers. WaterBridge’s integrated systems provide continuous handling capacity for water produced in connection with production operations. WaterBridge’s network provides operational redundancy, customer flow assurance and recycling and redelivery across its entire Permian Basin footprint. Within the Delaware Basin, WaterBridge has approximately 1,675 miles of pipeline with 3.4 million bpd of water handling capacity, as of December 30, 2024. In particular, as of December 30, 2024, WaterBridge operates an integrated water network on our land with approximately 767,000 bpd of existing water handling capacity, primarily on our Stateline Position, and has approximately 1.7 million bpd of additional permitted capacity available for future development on our land.

In addition, the Stateline AMI provides WaterBridge the certainty necessary to develop large-scale water infrastructure assets on our land, which we believe will provide WaterBridge with greater water sourcing and handling opportunities and will generate additional royalty revenue for us.

Recent Developments

Recent Acquisitions

On November 1, 2024, we acquired the Winkler County Acreage, consisting of approximately 1,280 surface acres from a private, third-party seller. The Winkler County Acquisition includes a long-term water supply contract with an active sand mine underpinned by a minimum volume commitment through October 2031. We expect this minimum volume commitment to provide approximately $2.2 million in annual revenue through 2031.

On November 22, 2024, we acquired the Brininstool Acreage, consisting of approximately 5,800 surface acres in Lea County, New Mexico, from a private, third-party seller for a purchase price of $26.5 million.

On December 19, 2024, we acquired the Wolf Bone Ranch, consisting of approximately 46,000 surface acres in Reeves and Pecos Counties, Texas, from VTX Energy for $245.0 million. Pursuant to the Wolf Bone Acquisition, we received a five-year, $25.0 million per year minimum revenue commitment from VTX Energy. The purchase price for the Wolf Bone Acquisition was funded with a portion of the net proceeds from the December Private Placement described below and borrowings under our credit facility.

We believe that the Recent Acquisitions increase the exposure of our land position to the operations of large, well-capitalized producers and position us to benefit from anticipated growth in oil and natural gas, as well as other development on and around our land, among other benefits.

Second Credit Agreement Amendment

On November 4, 2024, we entered into a second credit agreement amendment (the “Second Credit Agreement Amendment”), which amended the credit agreement governing our Credit Facilities, by and among DBR Land, certain of our subsidiaries, as guarantors, Texas Capital Bank, as administrative agent and letter of credit issuer, and the other lenders party thereto from time to time. Among other things, the Second Credit Agreement Amendment increased the maximum available amount under our Revolving Credit Facility to $100.0 million, increased the principal amount of the Term Loan to $300.0 million, with an additional $75.0 million uncommitted delayed draw term loan, eliminated our obligation to make Term Loan amortization payments and permits us to make restricted payments as long as our leverage ratio is less than 3.50 to 1.00 for the most recently ended four-fiscal quarter period, subject to certain conditions and exceptions.

Commercial Developments

On November 6, 2024, we entered into a lease development agreement for the development of a data center and related facilities on approximately 2,000 of our surface acreage in Reeves County, Texas with PowLan. The lease development agreement includes, among other things, a non-refundable $8.0 million deposit due in December 2024 for a two-year site selection and pre-development period, escalating annual lease payments and certain timing milestones that PowLan must meet to maintain its lease. See “Business—Our Assets—Our Southern Position” for additional information.

December Private Placement

In December 2024, we closed the private placement pursuant to which certain persons reasonably believed to be accredited investors or qualified institutional buyers purchased an aggregate 5,830,419 Class A shares from us at $60.03 per share (the “December Private Placement”). We used approximately $200.0 million of the proceeds from the December Private Placement, net of placement fees, to partially fund the Wolf Bone Acquisition, and approximately $150.0 million of such proceeds, net of placement fees, to purchase 2,498,751 OpCo Units (along with the cancellation of a corresponding number of Class B shares) by LandBridge Holdings.

Dividend Announcement

On November 5, 2024, our board of directors declared a dividend on our Class A shares of $0.10 per share, which was paid on December 19, 2024, to shareholders of record as of December 5, 2024.

Initial Public Offering and Corporate Reorganization

On July 1, 2024, we completed our IPO of 16,675,000 Class A shares at a price to the public of $17.00 per Class A share. In connection with the completion of the IPO and as part of the Corporate Reorganization, we completed the following transactions, which are collectively referred to in this prospectus as our “Corporate Reorganization”:

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LandBridge Holdings was formed and acquired NDB LLC’s interest in OpCo and LandBridge;

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LandBridge Holdings caused each of LandBridge and OpCo to amend and restate their respective operating agreements to facilitate the IPO;

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LandBridge issued 16,675,000 Class A shares in the IPO to the public, in exchange for the proceeds of the IPO at a price of $17.00 per Class A share;

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LandBridge contributed all of the net proceeds from the IPO (including any net proceeds from the exercise of the underwriters’ option to purchase additional Class A shares) to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in the IPO;

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LandBridge Holdings received a number of Class B shares equal to the number of OpCo Units held by it immediately following the IPO; and

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OpCo used the net proceeds (including any net proceeds from the exercise of the underwriters’ option to purchase additional Class A shares) from the IPO to repay certain outstanding borrowings under the credit facility and make a distribution to LandBridge Holdings.

Concurrently with the IPO, we entered into a common share purchase agreement with an accredited investor pursuant to which such investor purchased 750,000 Class A shares at price of $17.00 per Class A share in a private placement exempt from the registration requirements under the Securities Act that closed concurrently with the closing of the IPO (the “IPO Concurrent Private Placement”). Goldman Sachs & Co. LLC served as placement agent in connection with the IPO Concurrent Private Placement and received a customary placement agent fee. After deducting underwriting discounts and commissions, we received net proceeds of approximately $270.9 million from the IPO and the IPO Concurrent Private Placement. We contributed all of the net proceeds from the IPO Concurrent Private Placement to OpCo in exchange for OpCo Units, and OpCo used such net proceeds in a manner consistent with the application of the net proceeds described above.

Our Common Shares

Our First Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) provides for two classes of common shares, Class A shares and Class B shares. Only our Class A shares have economic rights and entitle holders thereof to participate in any dividends our board of directors may declare. Each holder of a Class A share is entitled to one vote on all matters to be voted on by our shareholders generally.

Class B shares are not entitled to participate in any dividends our board of directors may declare but are entitled to vote on the same basis as the Class A shares. Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement. The Class B shares are not listed on any stock exchange. All of our Class B shares are currently owned by LandBridge Holdings. For a description of the rights and privileges of shareholders under our Operating Agreement, including voting rights, please see “Description of Shares” and “Our Operating Agreement.”

Redemption Right

Under the OpCo limited liability company agreement (the “OpCo LLC Agreement”), each holder of an OpCo Unit, subject to certain limitations, has the right (the “Redemption Right”) to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions (“applicable conversion rate adjustments”), or (ii) cash in an amount equal to the Cash Election Amount (as defined herein) of such Class A shares, subject to the Equity Offering Condition (as defined herein). OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A shares (including the trading price for the Class A shares at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common shares) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming holder of OpCo Units (“OpCo Unitholder”) for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right at any time in its discretion. As the sole managing member of OpCo, our decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically canceled. Our acquisition (or deemed acquisition for U.S. federal income tax purposes) of OpCo Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of OpCo, and such adjustments will be allocated to us. These adjustments would not have been available to us absent our acquisition or deemed acquisition of OpCo Units and are expected to reduce the amount of cash tax that we would otherwise be required to pay in the future.

Our Operating Agreement contains provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring an equal number of OpCo Units and vice versa.

For additional information, please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Our Controlling Shareholder

While our relationship with our financial sponsor, Five Point and its affiliates, including LandBridge Holdings and WaterBridge, is a significant strength, it is also a source of potential conflicts. Please see “—Conflicts of Interest” and “Risk Factors.”

As of December 30, 2024, LandBridge Holdings holds a significant interest in us through its ownership of 53,227,852 Class B shares, representing approximately 70.0% voting interest in us, and a corresponding number of OpCo Units.

Conflicts of Interest

One or more of our officers and directors have responsibilities and commitments to entities other than us. For example, we have some of the same directors and officers as Five Point and WaterBridge. In addition, we do

not have a policy that expressly prohibits our directors, officers, securityholders or affiliates from engaging in business activities of the types conducted by us for their own account.

Although we have established certain policies and procedures designed to mitigate and resolve conflicts of interest, there can be no assurance that these policies and procedures will be effective in doing so. It is possible that actual, potential or perceived conflicts of interest could give rise to investor dissatisfaction, litigation or regulatory enforcement actions.

Our Operating Agreement provides that LandBridge Holdings and its affiliates are not restricted from owning assets or prohibited from engaging in other businesses or activities, including those that might be in direct competition with us. In addition, LandBridge Holdings and its affiliates, including Five Point and WaterBridge, may compete with us for investment opportunities and may own an interest in entities that compete with us. Our Operating Agreement also provides that we renounce any interest or expectancy in, or in being offered, an opportunity to participate in, any business opportunity that may from time to time be presented to LandBridge Holdings that would otherwise be subject to a corporate opportunity or other analogous doctrine under the DGCL. LandBridge Holdings and its affiliates, including Five Point and WaterBridge, and certain of our directors, may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunities. These affiliates may have meaningful access to capital, which may change over time depending upon a variety of factors, including available equity capital and debt financing, market conditions and cash on hand. Five Point has multiple existing and planned funds focused on investing in the industries in which we currently, and may seek to in the future, operate, each with significant current or expected capital commitments.

Certain of our key agreements, including our Operating Agreement and the OpCo LLC Agreement, were negotiated among related parties, and their respective terms, including fees and other amounts payable, may not be as favorable to us as terms negotiated at an arm’s-length basis with unaffiliated parties.

Summary Risk Factors

Risks Related to Our Business and Operations

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Future land acquisitions would expose us to risks associated with acquisitions and the commercialization of additional acreage.

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Because a significant portion of our future revenue growth is expected to be derived from WaterBridge and Desert Environmental, any development that materially and adversely affects their business, operations or financial condition could have a material adverse impact on us.

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Our reliance on WaterBridge and its personnel to manage and operate our business exposes us to certain risks.

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Our acreage is located in the Permian Basin, making us vulnerable to risks associated with geographic concentration in a single geographic area.

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We have a limited operating history, and an investment in our Class A shares is highly speculative. Because we have a limited operating history, it may be difficult to evaluate our ability to successfully implement our business strategy.

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We may not be successful in pursuing additional commercial opportunities on our land from non-hydrocarbon based energy production and other users.

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The construction by our customers of new infrastructure on our land is subject to regulatory, construction, supply chain and other risks common in the development and operation of facilities and other infrastructure.

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Technological advancements in connection with alternatives to hydraulic fracturing could decrease the demand for our brackish water sales and WaterBridge’s produced water transportation and handling operations on our land.

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Our proved undeveloped reserves may not ultimately be developed or produced by the operators of our mineral or royalty interests or may take longer to develop than anticipated.

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Sand operations are subject to operating risks that are often beyond the control of the mine operator. These risks can adversely affect production levels and costs, which could adversely affect sand production from our acreage.

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Reserves estimates depend on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserves estimates or underlying assumptions could materially affect the quantities and present value of our reserves.

Risks Related to Environmental and Other Regulations

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Our results of operations, cash flows and financial position are subject to major trends in our industry, such as decarbonization, and may be adversely affected by future developments that are outside of our control.

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Legislation or regulatory initiatives intended to address seismic activity, over-pressurization or subsidence could restrict drilling, completion and production activities, as well as WaterBridge’s ability to handle produced water gathered from its customers, which could have a material adverse effect on our results of operations, cash flows and financial position.

Risks Related to Our Financial Condition

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We are subject to interest rate risk, which may cause our debt service obligations to increase significantly. The weighted average interest rate on borrowings outstanding under the new credit facility for the nine months ended September 30, 2024 was 8.45% in the case of revolving credit borrowings and 8.49% in the case of term loan borrowings.

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We are subject to counterparty credit risk. Nonpayment or nonperformance by our customers could have an adverse effect on our results of operations, cash flows and financial position.

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Our obligations under our credit facility are secured by a first priority security interest in substantially all of our assets and various guarantees.

Risks Related to Our Class A Shares

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The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, will strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

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If we do not continue pay regular cash dividends on our Class A shares, you may not receive a return on investment unless you sell your Class A shares for a price greater than that which you paid for them.

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LandBridge Holdings has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. LandBridge Holdings’ interests may conflict with those of our other shareholders.

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LandBridge Holdings, Five Point and WaterBridge, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.

•

Certain of our directors and officers may have significant duties with, and spend significant time serving, other entities, including entities that may compete with us in seeking acquisitions and business opportunities, and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

•

The U.S. federal income tax treatment of dividends on our Class A shares to a holder will depend upon our tax attributes and the holder’s tax basis in our common shares, which are not necessarily predictable and can change over time, and could cause taxable gain or loss on the sale of our Class A shares to be more or less than expected.

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, we are not required to:

•

provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

•

provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition;

•

comply with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and our financial statements;

•

provide certain disclosure regarding executive compensation required of larger public companies or hold shareholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); or

•

obtain shareholder approval of any golden parachute payments not previously approved.

We will cease to be an emerging growth company upon the earliest of:

•

the last day of the fiscal year in which we have $1.235 billion or more in annual revenues;

•

the date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30 of such year);

•

the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or

•

the last day of the fiscal year following the fifth anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

We are also a “smaller reporting company” as defined under the Securities Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our common shares held by non-affiliates is $700 million or more, as measured on the last business day of our second fiscal quarter, and our annual revenues are $100 million or more during the most recently completed fiscal year or our common shares held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter.

Controlled Company Status

Because LandBridge Holdings owns 53,227,852 OpCo Units and 53,227,852 Class B shares, representing approximately 70.0% of our combined voting power as of December 30, 2024, we are a controlled company under the Sarbanes-Oxley Act and the NYSE rules. A controlled company is not required to have a majority of independent directors on its board of directors or to form an independent compensation or nominating and

The Offering

Class A shares that may be offered by the Selling Shareholders

59,058,271 Class A shares.

Class A shares to be outstanding immediately after completion of the offering of all Class A shares registered hereby

76,483,271 Class A shares.

Voting rights

Each Class A share entitles its holder to one vote on all matters to be voted on by shareholders generally. Each Class B share entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement. Please see “Description of Shares” and “Our Operating Agreement.”

Under the Shareholder’s Agreement, LandBridge Holdings has the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares.

In addition, under our Operating Agreement, LandBridge Holdings has certain consent rights with respect to approval of certain business matters, incurrence of indebtedness and transactions for so long as LandBridge Holdings beneficially owns at least 40% of our outstanding common shares.

As a result, our public shareholders have no right to nominate a majority of the members of our board or approve certain transactions for so long as LandBridge Holdings beneficially owns at least 40% of our outstanding common shares. See “Certain Relationships and Related Party Transactions—Shareholder’s Agreement” and “Our Operating Agreement—Anti-Takeover Effects of Delaware Law and Our Operating Agreement—Consent Rights.”

Use of proceeds

We will not receive any of the proceeds from the sale of Class A shares by the Selling Shareholders.

Dividend policy

We intend to pay dividends on our Class A shares in amounts determined from time to time by our board of directors. On November 5, 2024, our board of directors declared a dividend on our Class A shares of $0.10 per share, which was paid on December 19, 2024 to shareholders of record as of December 5, 2024. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results

of operations, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. In addition, our ability to pay dividends may be restricted by any agreements we may enter into in the future. Please see “Dividend Policy.”

Redemption Right

Under the OpCo LLC Agreement, each OpCo Unitholder and any permitted transferee thereof (other than us) has, subject to certain limitations, the right, pursuant to the Redemption Right, to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to applicable conversion rate adjustments or (ii) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right, pursuant to the Call Right, to acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments or (y) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right in its discretion. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be cancelled.

The OpCo LLC Agreement and our Operating Agreement contain provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring a corresponding number of OpCo Units and vice versa.

For additional information, please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Listing and trading symbol

Our Class A shares are listed on the NYSE under the symbol “LB.”

Risk factors

You should carefully read and consider the information set forth under the heading “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our Class A shares.

The information above excludes 3,600,000 Class A shares reserved for issuance under our LTIP (as defined herein).

Summary Historical Financial Data

The following table shows summary historical financial data for each of the periods indicated. The summary historical consolidated financial data set forth below as of and for the years ended December 31, 2023 and 2022 has been derived from the audited consolidated financial statements of OpCo, our predecessor, included elsewhere in this prospectus. The summary historical consolidated financial data set forth below as of September 30, 2024 and for the nine months ended September, 2024 and 2023 has been derived from our unaudited consolidated financial statements, included elsewhere in this prospectus.

The summary historical consolidated financial data is qualified in its entirety by, and should be read in conjunction with, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in this prospectus and the consolidated financial statements and related notes and other financial information included in this prospectus. Historical results are not necessarily indicative of results that may be expected for any future period.


	Nine Months Ended September 30,						Year Ended December 31,
	2024			2023			2023			2022
	(in thousands)
Statement of Operations Data:
Revenues:
Oil and gas royalties	$	11,563		$	14,948		$	20,743		$	18,286
Resource sales		12,237			17,534			19,830			14,869
Easements and other surface-related revenues		19,242			9,526			12,644			9,744
Surface use royalties		21,031			8,590			13,216			7,672
Resource royalties		9,382			4,810			6,432			1,206
Total revenues		73,455			55,408			72,865			51,777
Resource sales-related expense		1,739			3,081			3,445			3,840
Other operating and maintenance expense		1,837			1,956			2,740			2,648
General and administrative expense (income)		98,114			(20,610	)		(12,091	)		41,801
Depreciation, depletion, amortization and accretion		6,294			6,396			8,762			6,720

Operating (loss) income		(34,529	)		64,585			70,009			(3,232	)
Interest expense, net		16,235			4,173			7,016			3,108
Other income		(241	)		(541	)		(549	)		(143	)

Income (loss) from operations before taxes		(50,523	)		60,953			63,542			(6,197	)
Income tax (benefit) expense		(890	)		303			370			164

Net (loss) income	$	(49,633	)	$	60,650		$	63,172		$	(6,361	)

Net (loss) income margin		(68	)%		109	%		87	%		(12	)%
Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities	$	40,708		$	40,559		$	53,042		$	20,500
Investing activities		(432,021	)		(2,623	)		(2,772	)		(11,672	)
Financing activities		367,907			(45,995	)		(37,798	)		3,269
Operating cash flow margin⁽¹⁾		55	%		73	%		73	%		40	%
Supplementary Financial Data:
Adjusted EBITDA⁽²⁾	$	65,330		$	47,579		$	62,804		$	41,212
Adjusted EBITDA Margin⁽²⁾		89	%		86	%		86	%		80	%
Free Cash Flow⁽²⁾	$	39,947		$	37,925		$	50,259		$	17,209
Free Cash Flow Margin⁽²⁾		54	%		68	%		69	%		33	%

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. We define Adjusted EBITDA as net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share-based compensation; non-recurring transaction-related expenses and other non-cash or non-recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

Management believes Adjusted EBITDA and Adjusted EBITDA Margin are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired.

The following table sets forth a reconciliation of net income (loss) as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated.


	Nine Months Ended September 30,						Year Ended December 31,
	2024			2023			2023			2022
	(in thousands)
Net (loss) income	$	(49,633	)	$	60,650		$	63,172		$	(6,361	)
Adjustments:
Depreciation, depletion, amortization and accretion		6,294			6,396			8,762			6,720
Interest expense, net		16,235			4,173			7,016			3,108
Income tax (benefit) expense		(890	)		303			370			164

EBITDA		(27,994	)		71,522			79,320			3,631

Adjustments:
Share-based compensation – Incentive Units ⁽¹⁾		82,402			(24,434	)		(17,230	)		36,360
Share-based compensation – RSUs		1,794			—			—			—
Transaction-related expenses⁽²⁾		1,266			497			598			1,175
Non-recurring expenses⁽³⁾		7,825			—			—			—
Other		37			(6	)		116			46

Adjusted EBITDA	$	65,330		$	47,579		$	62,804		$	41,212

Net (loss) income margin		(68	)%		109	%		87	%		(12	)%
Adjusted EBITDA Margin		89	%		86	%		86	%		80	%

(1)

Share-based compensation - Incentive Units for the nine months ended September 30, 2024 consists of $72.6 million related to the NDB Incentive Units and $9.8 million related to the Incentive Units issued by LandBridge Holdings. Share-based compensation - Incentive Units for the nine months ended September 30, 2023 consists only of the NDB Incentive Units. NDB Incentive Units were liability awards resulting in periodic fair value remeasurement prior to the Division. Subsequent to the IPO, any actual cash expense associated with such Incentive Units is borne solely by LandBridge Holdings and not the Company. Distributions attributable to Incentive Units are based on returns received by investors of LandBridge Holdings once certain return thresholds have been met and are neither an obligation of the Company nor taken into consideration for distributions to investors in the Company.

(2)	Transaction-related expenses consist of non-capitalizable transaction costs associated with both completed or attempted acquisitions, debt amendments, entity structuring and non-capitalizable IPO-related charges.

(3)	Non-recurring expenses consist primarily of $5.0 million in IPO-related employee bonuses and $2.6 million related to a contract termination payment.

Free Cash Flow and Free Cash Flow Margin

Free Cash Flow and Free Cash Flow Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess our ability to repay our indebtedness, return capital to our shareholders and fund potential acquisitions without access to external sources of financing for such purposes. We define Free Cash Flow as cash flow from operating activities less investment in capital expenditures. We define Free Cash Flow Margin as Free Cash Flow divided by total revenues.

Management believes Free Cash Flow and Free Cash Flow Margin are useful because they allow for an effective evaluation of both our operating and financial performance, as well as the capital intensity of our business, and subsequently, the ability of our operations to generate cash flow that is available to distribute to our shareholders, reduce leverage or support acquisition activities.

The following table sets forth a reconciliation of cash flows from operating activities as determined in accordance with GAAP to Free Cash Flow and Free Cash Flow Margin, respectively, for the periods indicated.


	Nine Months Ended September 30,						Year Ended December 31,
	2024			2023			2023			2022
Net cash provided by operating activities	$	40,708		$	40,559		$	53,042		$	20,500
Net cash used in investing activities		(432,021	)		(2,623	)		(2,772	)		(11,672	)

Cash provided by (used in) operating and investing activities	$	(391,313	)	$	37,936		$	50,270		$	8,828
Adjustments:
Acquisitions		431,260			—			—			8,381
Proceeds from disposal of assets		—			(11	)		(11	)		—

Free Cash Flow	$	39,947		$	37,925		$	50,259		$	17,209

Operating Cash Flow Margin⁽¹⁾		55	%		73	%		73	%		40	%
Free Cash Flow Margin		54	%		68	%		69	%		33	%

(1)	Operating cash flow margin is calculated by dividing net cash provided by operating activities by total revenue.

RISK FACTORS

Investing in our Class A shares involves a significant degree of risk. The risks described below as well as all other information in this prospectus, including the historical and pro forma financial statements and the notes thereto and the matters addressed under the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements,” should be considered carefully before deciding to invest in our Class A shares. The risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also materially affect our business. The occurrence of any of the following risks or additional risks and uncertainties that are currently deemed immaterial or unknown could materially and adversely affect our business, financial condition, liquidity, results of operations, cash flows and prospects. In such an event, the trading price of our Class A shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Operations

We are not an E&P company, and we have no control over the oil and natural gas development activity on or around our land. The willingness and ability of E&P companies to continue development activities on and around our land is dependent on a variety of factors that are outside of their and our control, including:

•

the demand for and supply of oil and natural gas;

•

the capital costs required for drilling, completion and production activities, which could be significantly more than anticipated;

•

the ability to access, and cost of, capital;

•

prevailing oil and natural gas prices;

•

the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel;

•

the producers’ expected return on investment in wells drilled on or around our land as compared to opportunities in other areas; and

•

regulatory developments.

The SUAs we enter into and the sand, brackish water and other resources that we or our customers sell are substantially dependent on drilling, completion and production activities by E&P companies on or around our acreage. Similarly, the services WaterBridge and Desert Environmental provide from which we earn royalties and fees are substantially dependent on those same activities. If E&P companies do not maintain such activities on or around our land, their demand for the use of our land and resources and WaterBridge’s and Desert Environmental’s services will decline, negatively impacting our results of operations, cash flows and financial position.

Demand for the use of our land and resources, as well as the services provided by WaterBridge and Desert Environmental, depends substantially on capital spending by producers to construct and maintain infrastructure on and around our acreage and explore for, develop and produce oil and natural gas in the area. These expenditures are generally dependent on such producers’ overall financial position, capital allocation priorities

and ability to access capital, and their views of future demand for, and prices of, oil and natural gas. Volatility in oil or natural gas prices (or the perception that oil or natural gas prices will decrease) affects such producers’ capital expenditures and willingness to pursue development activities. This, in turn, could lead to lower demand for the use of our land and resources or WaterBridge’s and Desert Environmental’s services, delays in payment of, or nonpayment of, amounts that are owed to us and cause lower rates and lower utilization of our land. In addition, we own oil and gas royalty interests that generate revenue based on oil and natural gas prices and production. As a result, a significant decrease in the price of oil and natural gas or decrease in levels of production of oil and natural gas on and around our land could adversely affect our results of operations, cash flows and financial position. For additional information, please see “—The willingness of E&P companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financial position.”

For the nine months ended September 30, 2024, we received revenue from approximately 150 customers, and our top ten customers represented 80% of our total revenues. While we expect these revenue streams to be recurring, our contracts with our significant customers, which represent a large portion of our revenues, typically do not contain minimum volume commitment provisions for land use or brackish water volumes to be purchased. As a result, our revenues are dependent on ongoing demand from these customers, which may decrease due to factors beyond our control. Our producers make all decisions as to investments in, and production from, their wells, and our revenues are dependent upon decisions made by such producers, among other factors. For example, we cannot control whether a producer chooses to develop a property or the success of drilling and development activities, which depend on a number of factors under the control of such producer. There can be no assurance that such producers will take actions or make decisions that will be beneficial to us, which could result in adverse effects on our results of operations, cash flows and financial position.

Market prices for oil and natural gas are volatile and a decrease in prices could reduce drilling, completion and production activities by producers on or around our land, resulting in a reduction in the use of our land and resources and WaterBridge’s and Desert Environmental’s services, as well as the amount of revenues we receive from the production of oil and natural gas. The market prices for oil and natural gas are subject to U.S. and global macroeconomic and geopolitical conditions, among other things, and, historically, have been subject to significant price fluctuations and may continue to change in the future. Prices for oil and natural gas may fluctuate widely in response to relatively minor changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control and the control of producers on or around our land, such as:

•

general market conditions, including macroeconomic trends, inflation, elevated interest rates and associated policies of the Federal Reserve;

•

the domestic and foreign supply of and demand for oil and natural gas;

•

the price and quantity of foreign imports and U.S. exports of oil and natural gas;

•

market expectations about future prices of oil and natural gas;

•

oil and natural gas drilling, completion and production activities and the cost of such activities;

•

political and economic conditions and events domestically and in foreign oil and natural gas producing countries, including embargoes, increased hostilities in the Middle East, including Iran and Lebanon, and other sustained military campaigns, the Russia-Ukraine war and associated economic sanctions on Russia, as well as the Israel-Hamas conflict, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage;

•

the ability of and actions taken by members of the Organization of Petroleum Exporting Countries (“OPEC”), Russia and other allied producing countries (together with OPEC, “OPEC+”) and other oil-producing nations in connection with their arrangements to maintain oil prices and production controls;

•

the impact on worldwide economic activity of an epidemic, outbreak or other public health event;

•

the level of consumer product demand and efforts to accelerate the transition to a low-carbon economy;

•

weather conditions, such as winter storms, earthquakes and flooding, and other natural disasters;

•

the level of U.S. domestic oil and natural gas production;

•

U.S. and non-U.S. governmental regulations and energy policy, including environmental initiatives and taxation;

•

changes in global and domestic political and economic conditions, both generally and in the specific markets in which we operate, including the impact of any new tariffs;

•

the effects of litigation;

•

physical, electronic and cybersecurity breaches;

•

shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil and natural gas to minimize emissions of carbon dioxide, a GHG;

•

the proximity, cost, availability and capacity of oil and natural gas pipelines and other transportation infrastructure;

•

technological advances affecting energy consumption, energy storage and energy supply;

•

the price and availability of alternative fuels; and

•

the impact of energy conservation efforts.

These factors have at times resulted in, and may in the future result in, a reduction in global economic activity and volatility in the global financial markets and make it extremely difficult to predict future oil and natural gas price movements with certainty. A sustained decline in oil and natural gas prices may reduce the amount of oil and natural gas that can be produced economically by producers on or around our land, which may reduce such producers’ willingness to develop such land and use our land and resources and WaterBridge’s and Desert Environmental’s services. Producers on or around our land could also determine during periods of low oil and natural gas prices to shut-in or curtail production from wells on such land, or plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. The scale and duration of the impact of these factors cannot be predicted but could lead to an increase in our customers’ operating costs or a decrease in our or our customers’ revenues, and any substantial decline in the price of oil and natural gas or prolonged period of low oil and natural gas prices may materially and adversely affect our results of operations, cash flows and financial position.

Future land acquisitions would expose us to risks associated with acquisitions and the commercialization of additional acreage.

We may pursue opportunistic future land acquisitions that we expect to complement or expand our current land position. We may not be able to identify attractive acquisition opportunities, and even if we do so, we may not be able to complete the acquisition on commercially acceptable terms, or at all. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms, or at all, or successfully acquire such identified acreage.

The process of integrating acquired acreage may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. Our failure to realize the anticipated benefits

of our acquisitions could have a material and adverse effect on our results of operations, cash flows and financial position. The successful acquisition and integration of acreage requires an assessment of several factors, including:

•

the availability of brackish water and the suitability of the land for produced water handling;

•

proximity to recoverable oil and natural gas reserves and the level of drilling, completion and production operations of the target acreage;

•

presence of minable sand;

•

future oil and natural gas prices and their applicable differentials;

•

potential environmental and other liabilities;

•

any restrictive covenants or other use restrictions that would prohibit or restrict the ability to engage in certain activities on the target land; and

•

regulatory, permitting and other similar matters.

The accuracy of these assessments is inherently uncertain. Although we will perform a review of the subject acreage that we believe to be generally consistent with industry practices, the accuracy of these assessments is inherently uncertain and may not reveal all existing or potential problems or fully assess their deficiencies and capabilities. Inspections may not always be performed on the totality of such acreage, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems.

Because a significant portion of our future revenue growth is expected to be derived from WaterBridge and Desert Environmental, any development that materially and adversely affects either of their businesses, operations or financial condition could have a material adverse impact on us.

WaterBridge is, and Desert Environmental is anticipated to be, among our most significant customers and are expected to play an increasingly important role in our financial performance over the long term. Accordingly, we are indirectly subject to the business risks faced by WaterBridge and Desert Environmental. Because a significant portion of our revenues is derived from WaterBridge and Desert Environmental, any development that materially and adversely affects either of WaterBridge’s or Desert Environmental’s businesses, operations or financial condition could have a material adverse impact on us.

In addition, WaterBridge does not own all of the land on which its infrastructure is located and certain portions of such infrastructure located outside of our land are subject to leases, rights-of-way and easements with third parties. Such infrastructure is necessary to deliver produced water volumes to facilities on our land and if WaterBridge were to lose these rights or be required to relocate its infrastructure, our business could be materially and adversely affected as a result of produced water delivery interruptions. If WaterBridge is unable to enter into favorable contracts or to obtain the necessary regulatory and land use approvals on favorable terms, it may not be able to construct and operate its assets as anticipated, or at all, which could negatively affect our results of operations, cash flows and financial position.

Our reliance on WaterBridge and its personnel to manage and operate our business exposes us to certain risks.

Pursuant to the Shared Services Agreement (as defined herein), WaterBridge provides general and administrative services, as well as limited operational and maintenance services to us, together with four dedicated employees providing field services and three dedicated employees providing corporate services. Our success depends on the efforts, experience, diligence, skill and network of business contacts of such personnel

and the quality of services that WaterBridge offers. However, the allocation of such resources is generally within WaterBridge’s discretion. We can offer no assurance that WaterBridge will continue to provide services to us or that we will continue to have access to WaterBridge’s personnel. If the Shared Services Agreement is terminated and no suitable replacement is found to provide management and operating services for our land, we may not be able to execute our business plan, and our results of operations, cash flows and financial position may be materially and adversely affected.

We rely on a small number of key individuals, certain of whom have responsibilities with affiliated entities, whose absence or loss could adversely affect our business, and difficulty attracting and retaining experienced personnel could reduce our competitiveness and prospects for future success.

The successful operation and growth of our business depends to a large extent on a small number of individuals to whom many key responsibilities within our business have been assigned. Such individuals hold positions with our affiliates, including Five Point, WaterBridge and Desert Environmental, and dedicate a portion of their time and resources to the activities of such affiliates, and there can be no assurance as to the future allocation of time and resources between our business, on the one hand, and our affiliates in which our employees and management team hold an interest, on the other hand. We rely on our key personnel for their knowledge of the energy industry, relationships within the industry and experience in operating a business in the Permian Basin. The loss of the services of one or more of these key employees, and the inability to recruit or retain additional key personnel, could have an adverse effect on our business. Further, we do not have currently a succession plan for the replacement of, and do not maintain “key-person” life insurance policies on, such key personnel.

In addition, our business and the success thereof is also dependent, in part, on our ability to attract and retain qualified personnel. Acquiring and keeping these personnel could prove more difficult or cost substantially more than estimated due to competition within the broader energy industry. Other companies may be able to offer better compensation and benefits packages to attract and retain such personnel. If we cannot retain our experienced personnel or attract additional experienced personnel, our ability to compete in our industry could be harmed, which could materially and adversely affect our results of operations, cash flows and financial position.

Our acreage is located in the Permian Basin, making us vulnerable to risks associated with geographic concentration in a single geographic area.

Our acreage is located in the Permian Basin in Texas and New Mexico making us vulnerable to risks associated with geographic concentration in that basin. In particular, we and our customers may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from oil and natural gas wells in this area, availability of equipment, facilities, personnel or services, market limitations, governmental regulation and political activities, processing or transportation capacity constraints, natural disasters, adverse weather conditions, water shortages or other drought related conditions or interruption of the processing or transportation of oil and natural gas. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic oil and natural gas producing areas such as the Delaware Basin, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions.

Additionally, our brackish water sales and sand royalties may be adversely affected by risks associated with our geographic concentration, including the presence of a limited number of potential customers on or near our land, competition with adjacent landowners to provide an attractive development site for such resources, particularly if such landowners are closer to the location of oil and natural gas development activity, and legislation or regulatory initiatives limiting the utilization of brackish water and sand in the Permian Basin.

Our predecessor for accounting purposes, OpCo, was formed in September 2021, and, accordingly, we have a limited operating history and track record. As a result, our prior operating history and historical financial statements may not be a reliable basis for evaluating our business prospects or the future value of our Class A shares and may make it difficult to assess our ability to operate profitably. Our future results will be dependent on, among other things, a number of factors and trends discussed in “Summary—Company Overview” and the risks discussed elsewhere in this “Risk Factors” section, as well as our ability to execute our business model. Our business model may not be successful, and if unsuccessful, we may be unable to modify it in a timely and successful manner.

Because of our limited operating history, our business model and the attractiveness of our acreage to our customers, as well as the performance of any other future assets, are not yet proven. As a result, it may be difficult to evaluate our business and results of operations to date and to assess our future prospects.

In addition, we may encounter risks and difficulties experienced by companies whose performance is dependent upon newly acquired assets, such as failing to integrate, or realizing the expected benefits of, such assets. As a result of the foregoing, we may be less successful in achieving a consistent revenue base capable of generating cash flows from operations compared with a company that has a longer operating history. In addition, we may be less equipped to identify and address risks and hazards in the conduct of our business than those companies that have longer operating histories.

We may experience difficulty in achieving and managing future growth.

Future growth may place strains on our resources, possibly negatively affecting our results of operations, cash flows and financial position. Our ability to grow will depend on a number of factors, including:

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investment by our customers in infrastructure on or around our land;

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the amount of brackish water use and associated prices for such brackish water;

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the results of drilling operations on and in proximity to our land;

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future and existing limitations imposed by law or environmental regulations;

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oil and natural gas prices;

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our ability to develop existing and future projects, including sand mines and solar projects;

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our ability to identify and acquire additional acreage;

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our ability to continue to retain and attract skilled personnel;

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our ability to maintain or enter into new relationships with customers; and

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our access to, and cost of, capital in the event we pursue future acquisitions.

We may also be unable to make attractive acquisitions, which could inhibit our ability to grow, or we could experience difficulty commercializing any acquired acreage. It may be difficult to identify attractive acquisition opportunities and, even if such opportunities are identified, our existing and/or future debt agreements contain, or may contain, limitations on our ability to enter into certain transactions, which could limit our future growth.

We may not be successful in pursuing additional commercial opportunities on our land from non-hydrocarbon based energy production and other users.

One of our strategies is to expand the use of our land by customers not engaged in hydrocarbon-based energy development. We may not be able to correctly identify such commercial opportunities or may be

unsuccessful in attracting industry participants to develop projects on our land. For example, we are party to a lease development agreement pursuant to which the counterparty holds an option to develop a data center and related facilities on our land; however, we can offer no assurance that the counterparty will lease the site, nor can there be any assurance that such counterparty will be successful in its efforts to develop the data center or any power generation facilities.

The rapidly evolving and competitive nature of many of the industries we are targeting for such development makes it difficult to evaluate the future prospects of these projects. In addition, we have limited insight into emerging trends that may adversely affect the development of such projects on our land or otherwise, and the developers of these projects, if they were to materialize, would encounter the risks and difficulties frequently experienced by growing companies and project developers in rapidly changing industries, including, unpredictable and volatile revenues, increased expenses, an uncertain regulatory environment, novel litigation and corresponding outcomes and changes in business conditions. The viability of this business strategy and the resulting demand for the use of our land and its resources by such project developers will be affected by many factors outside of our control and may not be successful.

We intend to grow our business through revenues from SUAs or other contracts pursuant to which our customers develop infrastructure on our land. These infrastructure projects involve numerous regulatory, environmental, political and legal uncertainties, including political opposition by environmental groups, local groups and other advocates. Such opposition can take many forms, including the delay or denial of required governmental permits, organized protests, attempts to block or sabotage our customers’ operations, intervention in regulatory or administrative proceedings related to our customers’ permitting efforts or otherwise involving their assets, or lawsuits or other actions designed to prevent, disrupt or delay the operation of our customers’ assets or their business. There can be no assurance that such infrastructure will be developed at all or that our customers will complete these projects on schedule or at an economical cost, and we may not realize the anticipated benefits of such projects.

Our customers may also encounter technical difficulties during the construction of such infrastructure leading to a reduction in capacity or a shorter useful life. Moreover, our customers may undertake expansion projects to capture anticipated future growth that does not materialize or for which they are unable to acquire new customers. As a result, the new facilities and infrastructure developed by our customers on our acreage may not be able to attract enough demand to achieve their expected investment return, which could materially and adversely affect our results of operations, cash flows and financial position.

In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property or the environment or lead to extended interruptions of operations. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception could cause the permits our customers require to conduct their operations to be withheld, delayed or burdened by requirements that restrict our customers’ ability to profitably conduct their business. Any such event that delays or otherwise interrupts the revenues generated by our customers’ operations, or which causes them to make significant expenditures not covered by insurance, could adversely affect their payments to us in respect of use of existing infrastructure as well as future development of infrastructure on our land.

Wide-scale development of techniques to recycle produced water for use in completion activities or otherwise could adversely affect the amount of produced water transported to and handled on our land, which

could materially and adversely affect our results of operations, cash flows and financial position. Some E&P companies are focusing on developing and utilizing non-water fracturing techniques, including those utilizing propane, carbon dioxide or nitrogen instead of water. If producers in the Permian Basin begin to shift their fracturing techniques to waterless fracturing in the development of their wells, our brackish water sales could be materially and negatively impacted.

Inadequate brackish water supplies could have a material adverse effect on our revenues.

One of our significant sources of revenue is the sale of brackish water for use in oil and natural gas drilling, completion operations. Our ability to meet the existing and future demand for brackish water depends on an adequate supply of such brackish water from our acreage. Additionally, regulatory restrictions on the use of brackish water and the development of brackish water wells, lack of available water rights, drought, overuse of sources of water, protection of threatened species or habitats or other factors may limit the availability of brackish water. No assurance can be given that we will be able to produce enough brackish water to fully satisfy future customer demand.

If we are unable to produce adequate brackish water supplies, our results of operations, cash flows, and financial position may be adversely affected by, among other things, the following:

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a reduction in the amount of brackish water we sell and reduced revenues therefrom;

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an increase in operating costs; and

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an increase in capital expenditures associated with building pipelines to connect to alternative sources of brackish water supply, new wells to replace those that are no longer in service or are otherwise inadequate to meet the needs of customers, and reservoirs and other facilities to conserve or reclaim water.

We may or may not be able to recover increased operating and capital costs as a result of water shortages on a timely basis, or at all.

Our proved undeveloped reserves may not ultimately be developed or produced by the operators of our mineral and royalty interests or may take longer to develop than anticipated.

As of December 31, 2023, 1,495 Mboe of our 2,913 Mboe total estimated proved reserves, or 51.3%, were proved developed reserves. Our remaining total estimated proved reserves are classified as PUDs and may not be ultimately developed or produced by the operators of our mineral and royalty interests. Conversion of PUDs into producing volumes requires significant capital expenditures and successful drilling and development by such operators. The reserve data included in the reserves reports of Von Gonten (as defined herein), our independent petroleum engineer, assume that substantial capital expenditures by such operators are required to develop such PUDs. See “Business—Oil, Natural Gas and NGL Data—PUDs.” We cannot be certain that the estimated costs of the development of these PUDs are accurate, that our operators will develop the properties underlying our mineral and royalty interests in accordance with any publicly announced schedule or that the results of such development will be as estimated. The development of our PUDs may take longer than expected as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, lack of proximity to and shortage of capacity of transportation facilities, equipment failures or accidents and shortages or delays in the availability of drilling rigs, equipment, personnel and services and compliance with governmental requirements, and may require higher levels of capital expenditures from the operators than anticipated. Delays in the development of our PUDs, increases in costs to drill and develop PUDs or decreases or continued volatility in commodity prices will reduce the future net cash flows of our estimated undeveloped reserves and may result in some projects becoming uneconomic for the operators of our mineral and royalty interests.

We do not operate the sand mines on our land, but our customers who conduct such operations are subject to risks normally encountered in the mining industry generally and the sand mining industry in particular. These risks include:

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changes in the price and availability of transportation, natural gas or electricity;

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unanticipated ground, grade or water conditions;

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unusual or unexpected geological formations or pressures;

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pit wall failures or surface rock falls;

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inclement or hazardous weather conditions, as well as any effects of climate change;

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environmental hazards and industrial accidents;

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changes in applicable laws and regulations (or the interpretation thereof);

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inability to maintain necessary permits or mining or water rights;

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restrictions on blasting operations;

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inability to obtain necessary mining or production equipment or replacement parts;

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fires, explosions or industrial accidents or other accidents;

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technical difficulties or key equipment failures;

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labor disputes;

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late delivery of supplies; and

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facility shutdowns in response to environmental regulatory actions.

Any of these risks could result in damage to current and future mining properties or production facilities on our land, personal injury, environmental damage, delays in mining or processing, losses or possible legal liability. Any prolonged downtime or shutdowns at any of the mining properties or production facilities on our acreage could have a material adverse effect on our results of operations, cash flows and financial position.

In addition, transportation and related logistics costs are a significant component of the total delivered cost of sand for oil and natural gas operations. As a result, the cost of transporting sand to the well site is a key factor in our customers’ purchasing decisions. The development of additional in-basin sand mines that are closer to areas of drilling activity could reduce demand for sand produced from our acreage. For example, a number of companies have announced plans to develop or acquire, are currently developing or expanding, or have recently acquired or completed sand mine projects in the Delaware Basin that may be closer to ongoing development activity. Any such reduction in demand for sand from our land could materially affect our results of operations, cash flows and financial position.

Interruption of our customers’ supply chains could negatively impact our business and operations as well as reduce our revenues.

Any material interruption in our customers’ supply chains, such as a material interruption of the resources required to drill and complete oil and natural gas wells, to construct produced water pipelines on our land and otherwise construct infrastructure and extract resources from our land, such as those resulting from interruptions in service by the third-party providers or common carriers that ship goods within our customers’ distribution

channels, trade restrictions, such as increased tariffs or quotas, embargoes or customs restrictions, social or labor unrest, natural disasters, epidemics or pandemics or political disputes and military conflicts that cause a material disruption in our customers’ supply chains, could have a negative impact on our business and our profitability. In the event of disruptions in our customers’ supply chains, the labor and materials they rely on in the ordinary course of business may not be available at reasonable rates or at all.

Any such supply disruption could adversely affect activity levels on or around our land or significantly delay construction and development on our land, which could materially and adversely affect our results of operations, cash flows and financial position.

Operational disruptions on or around our land from weather, natural disasters, terrorism or other similar causes could impact our results of operations, cash flows and financial position.

A natural disaster (such as an earthquake, tornado, fire or flood) or an act of terrorism could damage or destroy our customers’ infrastructure on or around our land or result in a disruption of operations on or around our land.

Additionally, our land is located in the Permian Basin, which may be adversely affected by earthquakes and adverse weather conditions. During periods of heavy rain or extreme weather conditions such as tornados or after other disruptive events such as earthquakes or wildfires, we or our customers may be unable to access our land and our customers’ infrastructure may be damaged. Such disruptions could materially and adversely affect our results of operations, cash flows and financial position.

Global incidents, such as the COVID-19 pandemic, could have a similar effect of disrupting our or our customers’ businesses to the extent they reach and impact the service areas on or around our land, the availability of supplies our customers need, the customers we or our customers serve, or the employees who operate our or our customers’ businesses.

Any such destruction of or damage to infrastructure or interruptions of operations could materially and adversely affect our results of operations, cash flows and financial position.

We or our customers may be unable to obtain and renew permits necessary for operations, which could materially and adversely affect our results of operations, cash flows and financial position.

Our or our customers’ ability to conduct operations is subject to a variety of required permits from various governmental authorities, which may limit such operations, including those associated with oil and natural gas drilling, completion and production activities, disposal or transport of produced water and other hazardous materials or wastes or oilfield wastes, construction, stormwater, water use, air emissions, mining, and other activities that may be conducted in association with operations on our acreage. The public often has the right to comment on permit applications and otherwise participate in the permitting process, including through court intervention. Accordingly, permits required to conduct our or our customers’ operations may not be issued, maintained, or renewed, may not be issued or renewed in a timely fashion, or may involve requirements that restrict our or our customers’ ability to economically conduct operations. Limitations on our or our customers’ ability to conduct operations due to the inability to obtain or renew necessary permits or similar approvals could materially and adversely affect our results of operations, cash flows and financial position.

The deterioration of the financial condition of our customers could adversely affect our business, and the termination of activities on or around our land by one or more significant customers could materially and adversely affect our results of operations, cash flows and financial position.

For the nine months ended September 30, 2024, revenues from Occidental Petroleum, EOG Resources, ConocoPhillips and WaterBridge each individually comprised more than 10% of our total revenues and

collectively represented 61% of our total revenues. WaterBridge, EOG Resources, ConocoPhillips, Apache Corporation and Occidental Petroleum individually each comprised approximately 13%, 11%, 10%, 10% and 15%, respectively, of accounts receivable and collectively represented approximately 59% of our outstanding accounts receivables at September 30, 2024. No other customer accounted for more than 10% of our total revenues or outstanding accounts receivables.

We expect to continue to depend on key customers to support our revenues for the foreseeable future, and although each of Occidental Petroleum, EOG Resources, Conoco Phillips and WaterBridge operates on our land under long-term contracts, each of these customers has the right to reduce or cease operations on our acreage at their sole discretion under certain circumstances, as our contracts with such customers generally do not contain minimum commitment provisions for land use or brackish water volumes to be purchased. See “Business—Customers; Material Contracts and Marketing” for further information on our agreements with Occidental Petroleum, EOG Resources, ConocoPhillips and WaterBridge. The loss of revenue derived from any of these customers’ operations on our land could adversely affect our results of operations, cash flows and financial position. During times when the oil and natural gas markets weaken, our customers are more likely to experience financial difficulties, including generating less cash flow due to lower oil and natural gas prices and being unable to access or receive favorable terms in connection with debt or equity financing, which could result in a reduction in our customers’ activities on or around our land. Furthermore, the determination by a customer to initiate or maintain activities on or around our land largely depends on the location of our surface acreage relative to the nature and location of such customer’s operations and such customer’s need for the use of our land and resources. Our customers are limited to entities operating on and around our acreage in the Delaware Basin.

We cannot assure you that any of our customers will continue to do business with us. If these customers do not maintain their activities on or around our land, their demand for use of our land and resources will be reduced. The loss of revenue from key customers, failure to renew contracts upon expiration, or a sustained decrease in demand by key customers could result in a substantial loss of revenues and could materially and adversely affect our results of operations, cash flows and financial position.

We may experience delays in the payment of royalties and fees and be unable to replace customers or producers that do not make required payments to us, and we may not be able to terminate our agreements with defaulting customers that declare bankruptcy.

We may experience delays in receiving royalty, fee and other payments from our customers or producers. A failure on the part of a producer to make royalty payments typically gives us the right to terminate the lease agreement, repossess the property and enforce payment obligations under the agreement. If we repossessed any of our mineral interests, we would seek a replacement producer. However, we might not be able to find a replacement producer and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time. In addition, with respect to a customer or producer that is subject to a proceeding under Title 11 of the United States Code (the “Bankruptcy Code”), our right to enforce or terminate the agreement for any defaults, including nonpayment, may be substantially delayed or otherwise impaired. In general, in a proceeding under the Bankruptcy Code, the bankrupt customer or producer would have a substantial period of time to decide whether to ultimately reject or assume our agreement, which could prevent the execution of a new agreement or the assignment of the existing agreement to another customer or producer. In the event that the customer or producer rejected the agreement, our ability to collect amounts owed would be substantially delayed, and our ultimate recovery may be only a fraction of the amount owed or nothing. In addition, if we are able to enter into a new agreement with a new customer or producer, the replacement customer or producer may not achieve the same levels of activity on or around our land at the same price as the customer or producer it replaced.

Declining general economic, business or industry conditions and inflation may have a material adverse effect on our results of operations, cash flows and financial position.

Concerns over global economic conditions, global health threats, supply chain disruptions, increased demand, labor shortages associated with a fully employed U.S. labor force, geopolitical issues, inflation, the availability and cost of credit and the United States financial markets and other factors have contributed to increased economic uncertainty. Although inflation in the United States had been relatively low for many years, there was a significant increase in inflation beginning in the second half of 2021, with a general decline beginning in the second half of 2022. Average inflation for the year ended December 31, 2023 was 3.4%. Though we incorporate inflation escalators in most of our long-term customer contracts, contractual provisions providing for inflation escalators in certain contracts are subject to caps, which may limit the amount of any single pricing increase, and may also vary as to the commencement date of such increases and the timing and calculation of the applicable adjustment. As a result, inflation may outpace the revenue adjustments provided by those provisions. Our customers may also experience supply chain constraints and inflationary pressure on their cost structures, which could impact the revenues we receive from them. Our customers also may face shortages of equipment, raw materials, supplies, commodities, labor and services, which may prevent them from executing their development plans on or around our land. These supply chain constraints and inflationary pressures may continue to adversely impact our customers’ operating costs and, if they are unable to manage their supply chain, it may impact their ability to procure materials and equipment in a timely and cost-effective manner, if at all, which could materially and adversely affect the revenues received in respect of our customers’ operations on or around our land.

In addition, increased hostilities related to the Russia-Ukraine war, as well as the Israel-Hamas conflict and increased tensions in the Middle East, including Iran, and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy. These and other factors, such as declining business and consumer confidence, may contribute to an economic slowdown and a recession. Recent concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. If the economic climate in the United States or abroad deteriorates, worldwide demand for oil and natural gas products could diminish, which could impact operations on or around our land, affect the ability of our customers to continue operations and ultimately adversely impact our results of operations, cash flows and financial position.

We may be subject to claims for personal injury and property damage, catastrophic events, and those related to contamination resulting from our customers’ operations, which could materially and adversely affect our results of operations, cash flows and financial position.

Our customers will be subject to all of the hazards and operating risks associated with their operations, which include oil and natural gas drilling, completion and production activities, sand mining, production and distribution of brackish water, water handling, waste disposal, construction and operation of non-hazardous oilfield reclamation and solid waste facilities, fuel stations, battery and/or solar facilities, and any other operations that may occur on our acreage. These hazards may include the risk of fire, explosions, blowouts, seismic events, surface cratering, uncontrollable flows of crude oil, natural gas, NGLs and produced water, pipe or pipeline failures, abnormally pressured formations, casing collapses and environmental hazards such as crude oil and NGL spills, natural gas leaks and ruptures or discharges of toxic gases, release of hazardous materials into the environment, and worker health and safety issues. The occurrence of any of these events could result in substantial losses to our customers due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations.

In addition, litigation arising from operations on our acreage may cause us to be named as a defendant in lawsuits asserting potentially large claims, including claims for defense, indemnity, and exemplary damages. We generally seek indemnity from our customers for liabilities arising from their operations on our land, and we

maintain what we believe is customary and reasonable insurance to protect our business against these potential losses, but such indemnity and insurance may not be adequate to cover our liabilities, and we are not fully protected or insured against all risks.

Subject to certain exceptions, our customers assume responsibility for, including control and removal of, all other pollution or contamination that may result from their operations on our acreage, such as Desert Environmental’s oilfield reclamation, solid waste, and landfill operations. We may have liability in such cases if we are grossly negligent or commit willful acts, or as owners of the land under laws that impose strict, joint and several liability for pollution clean-up, such as CERCLA (as defined herein). Our customers generally agree to indemnify and defend us against claims relating to contamination resulting from their operations and related closure and remedial obligations, damage or loss of a well, reservoir, geological formation, underground strata, or water resources, or the loss of oil, natural gas, mineral, or water, but sometimes such indemnity and defense is subject to exceptions for claims for gross negligence or willful misconduct, and we may not be able to collect under these indemnities if the applicable customer is in financial distress. Our customers also generally assume responsibility for claims arising from their employees’ personal injury or death, or the damage or loss of their property, to the extent that their employees are injured or their properties are damaged by operations on our acreage, but sometimes such indemnity and defense is subject to exceptions for claims resulting from our gross negligence or willful misconduct, and we may not be able to collect under these indemnities if the applicable customer is in financial distress. However, we might not succeed in enforcing such contractual risk allocation or might incur an unforeseen liability falling outside the scope of such risk allocation.

The occurrence of any of these events could result in interruption of our customers’ operations or substantial losses to us or our customers, which could materially and adversely affect our results of operations, cash flows and financial position.

Our insurance coverage may not fully cover our losses, and we may in the future encounter increased costs related to, and lack of availability of, insurance.

While we maintain insurance coverage at levels that we believe to be reasonable and prudent, we can provide no assurance that our current levels of insurance will be sufficient to cover any losses that we have incurred or may incur in the future, whether due to deductibles, coverage challenges or other limitations. Additionally, we may not be able to maintain adequate insurance in the future at rates or on other terms we consider commercially reasonable. Additionally, insurance will not cover many types of interruptions or events that might occur and will not cover all risks associated with our business. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur. The occurrence of a significant event, the consequences of which are either not covered by insurance or not fully insured, or a significant delay in, or denial of, the payment of a major insurance claim, could materially and adversely affect our results of operations, cash flows and financial position.

Cyber incidents or attacks targeting systems and infrastructure used by the oil and natural gas industry may adversely impact our operations, and a cyber incident or systems failure could result in information theft, data corruption or operational disruption and our results of operations, cash flows or financial position may be adversely impacted.

We and our customers, and the energy industry generally, increasingly rely on uninterrupted information technology systems and digital technologies to operate our respective businesses. This reliance extends to the majority of our and our customers’ operations, from monitoring and managing critical infrastructure to processing and storing proprietary and sensitive information. Our information technology systems and networks, and those of our customers, vendors, and other business partners, are subject to damage or interruption from cyberattacks, power outages, computer and telecommunications failures, catastrophic events, such as natural disasters or acts of war or terrorism, usage errors by our employees, and other events unforeseen or generally beyond our control. Damage to information technology systems can result in significant costs and may lead to significant liability, loss of critical data, reputational damage, and disruptions to services or operations.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. Cyber incidents, including deliberate attacks, have increased in frequency globally, with energy-related assets particularly at risk. Due to the critical nature of these assets, any such attack on energy infrastructure could result in widespread service disruptions and challenges in maintaining public trust. The U.S. government has issued public warnings that specifically indicate energy assets could be targets of cybersecurity threats. Our technologies and systems, networks, and those of our customers, affiliates, vendors and other business partners, may become the target of cyberattacks or information security breaches that could result in the unauthorized access, release, gathering, monitoring, corruption, misuse, or destruction of proprietary, personal and other information, or other disruption of business operations. Any such event could lead to significant liability, loss of critical data, reputational damage, and disruptions to our services or operations.

While we have implemented and maintain commercially reasonable security measures and safeguards, such security measures and safeguards may not be sufficient to protect against an attack. Attackers are increasingly using advances in technologies, such as artificial intelligence and encryption bypasses which may evade our efforts. Moreover, some of our networks and systems are managed by third-party service providers and are not under our direct control. We regularly enter into transactions with third parties, some of whom may have less sophisticated electronic systems or networks and may be more vulnerable to cyberattacks. Our reliance on these third parties means that any vulnerability in their systems could propagate to our own, increasing our risk exposure despite our internal controls.

In addition, certain cyber incidents, such as surveillance, ransomware, deepfake-based social engineering attacks, and credential stuffing, may remain undetected for some period of time, and cyber incidents and attacks are continually evolving and unpredictable. As cyber incidents and attacks continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cybersecurity incidents. While we utilize various procedures and controls to reduce the risk of the occurrence of cyber incidents, there can be no assurance that our business, finances, systems and assets will not be compromised in a cyber incident. Any failure or perceived failure to detect or respond effectively to a cybersecurity incident could lead to significant liability, undermine shareholder and stakeholder trust, and negatively impact business continuity. Furthermore, we are subject to an evolving regulatory landscape, including state, federal, and international data privacy laws that require rigorous cybersecurity standards. Compliance with various data privacy and cybersecurity regulations may impose significant costs, and any perceived or actual failure to comply could result in regulatory penalties, litigation, and reputational harm.

The process of estimating oil and natural gas reserves is complex, as it is not possible to measure underground accumulation of oil, natural gas or NGLs in an exact way, and requires subjective interpretations of available technical data, estimates and many assumptions, including assumptions relating to economic factors, such as future oil, natural gas and NGL prices, production levels, ultimate recoveries and operating and development cost. Any significant inaccuracies in these interpretations, subjective estimates or assumptions could materially affect our estimated quantities and present value of our reserves and such data may turn out to be incorrect.

Estimates of our reserves and related valuations as of December 31, 2023 and 2022 were prepared by our independent petroleum engineers, Von Gonten. Von Gonten conducted a detailed review of all of our properties for the periods covered by its reserves reports using information provided by us and collected by it. Over time, Von Gonten may make material changes to reserves estimates taking into account the results of actual drilling, testing and production and changes in prices. In estimating our reserves, our reserve engineers make certain assumptions that may prove to be incorrect, including assumptions regarding future oil, natural gas and NGL

prices, production levels and operating and development costs. A substantial portion of our reserves estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery and future royalties generated from oil and natural gas development of our oil and natural gas reserves. Numerous changes over time to the assumptions on which our reserves estimates are based, as described above, often result in the actual quantities of oil, natural gas and NGLs that are ultimately recovered being different from our reserves estimates.

You should not assume that the present value of future net cash flows from proved reserves is the current market value of our estimated oil and natural gas reserves. In accordance with SEC requirements and the Financial Accounting Standards Board (“FASB”), Von Gonten bases the estimated discounted future net cash flows from our proved reserves on the 12-month average oil and natural gas index prices, calculated as the unweighted average for the first-day-of-the-month closing price for the previous calendar year, and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor used when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general.

The unaudited pro forma condensed consolidated financial statements, and any other pro forma data, included herein are based on a number of preliminary estimates and assumptions and our actual results of operations, cash flows and financial position may differ materially.

The unaudited pro forma condensed consolidated financial statements, and any other pro forma data, included herein is presented for illustrative purposes only, has been prepared based on available information and certain assumptions and estimates that we believe are reasonable, and is not necessarily indicative of what our actual financial position or results of operations would have been had the pro forma events been completed on the dates indicated. Further, our actual results and financial position after the pro forma events occur may differ materially and adversely from the pro forma information herein. The unaudited pro forma condensed consolidated financial statements included herein have been prepared with us as the accounting acquirer under GAAP and reflect adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed.

Our future results following the Acquisitions will suffer if we do not effectively manage our expanded operations.

Since our formation, the size of our asset base has increased significantly. Our future success will depend, in part, upon our ability to manage this expanded business, which poses substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of our business. There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Acquisitions.

Risks Related to Environmental and Other Regulations

The value of the revenues we receive from the use of our land and resources by our customers is substantially based on the level of oil and natural gas drilling and production activities. Our revenues may be negatively affected by changes driven by trends such as decarbonization efforts. Such changes may relate to the types or sources of energy in demand, such as a shift to renewable sources of power generation (for example, wind and solar), along with ongoing changes in regulatory, investor, customer and consumer policies and preferences. While we intend to pursue these additional opportunities, we may ultimately be unsuccessful. The evolution of global energy sources is affected by factors out of our control, such as the pace of technological developments and related cost considerations, the levels of economic growth in different markets around the world and the adoption of climate change-related policies. In addition, the possibility of taxes on carbon emissions can affect the demand for crude oil and natural gas and the operating costs for producers on or around our land.

WaterBridge handles large volumes of produced water in connection with its customers’ drilling and production operations pursuant to permits issued by governmental authorities overseeing such produced water handling activities. While these permits are issued pursuant to existing laws and regulations, these legal requirements are subject to change, which could result in the imposition of more stringent operating constraints or new monitoring and reporting requirements, owing to, among other things, concerns of the public or governmental authorities regarding such produced water handling activities. For example, there exists a growing concern that the injection of produced water into certain produced water handling facilities triggers seismic activity in certain areas, including Texas, where a majority of our acreage is located. This has led to the creation of operator-led response plans in certain areas in New Mexico or Texas by the New Mexico Oil Conservation Division (the “NMOCD”) and the Texas Railroad Commission (the “TRRC”), respectively, which can include the TRRC suspending or declining to issue produced water handling permits, restrictions on the amount of material that can be handled, or requiring producers to cease disposal in certain produced water handling facilities.

State and federal regulatory agencies have recently focused on a possible connection between hydraulic fracturing related activities, particularly the underground injection of produced water into produced water handling facilities, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and natural gas activity and induced seismicity. The U.S. Geological Survey has recently identified Texas and New Mexico as two of six states with the most significant hazards from induced seismicity. In addition, a number of lawsuits have been filed in some states alleging that produced water handling operations have caused seismic events, caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements, including requirements regarding produced water handling permits, to assess the relationship between seismicity and the use of such produced water handling facilities. For example, the TRRC has previously published a rule governing permitting or re-permitting of produced water handling facilities that would require, among other things, the submission of information on seismic events occurring within a specified radius of the produced water handling facility location, as well as logs, geologic cross sections and structure maps relating to the water handling area in question. The TRRC has also suspended produced water handling permits and introduced injection volume curtailments within the boundaries of certain Seismic Response Areas (“SRAs”). Certain portions of our acreage are currently located

within SRAs, and there can be no assurance that additional portions of our acreage will not be included in an SRA in the future. Separately, in November 2021, the NMOCD implemented protocols requiring producers to take various actions within a specified proximity of certain seismic activity, including a requirement to limit injection rates if a seismic event of a certain magnitude occurs within a specified radius of a produced water handling facility. Further, on July 11, 2024, the NMOCD announced the administrative cancellation of 75 pending permit applications for UIC Class II wells within the 10-mile County Line SRA, due to the potential for increased seismicity within the area. The adoption and implementation of any new laws or regulations that restrict our customers’ ability to handle produced water gathered from E&P companies, by limiting volumes, disposal rates, produced water handling facility locations or otherwise, or requiring our customers to shut down produced water handling facilities, could limit existing operations and future development activity in affected areas by our customers, including WaterBridge, and reduce their demand for the use of our land and resources, which could have a material adverse effect on our results of operations, cash flows and financial position.

Additionally, hydraulic fracturing related activities have been linked to subsidence and expansion. Both the injection of produced water into produced water facilities and the extraction of water, oil, natural gas, or mineral resources from the ground can result in surface subsidence and uplifts caused by changes underground (such as, but not limited to, loss of volume and pressure depletion). This has been linked to various geo-and environmental hazards, such as alteration of local ecosystems and impacts upon local communities, to include increased seismic activity and the formation of sinkholes. Any new laws or regulations that may be adopted and implemented with respect to addressing subsidence and expansion risks may lead to restrictions upon our customers’ operations, which could materially and adversely affect our results of operations, cash flows and financial position.

Our reliance on revenue generated from brackish water sales and produced water handling activities exposes us to potential regulatory risks.

There are unique risks associated with handling produced water, and the legal requirements related to handling produced water into a non-producing geologic formation by means of produced water handling facilities are subject to change based on concerns of the public or governmental authorities. There remains substantial uncertainty regarding the handling of produced water by means of produced water handling facilities, the regulation of which could materially and adversely affect our customers in a manner that cannot be predicted. These include liabilities related to the handling, treatment, storage, disposal, transport, release and use of radioactive materials, which could be in produced water, and uncertainties regarding the ultimate, and potential exposure to, technical and financial risks associated with modifying or decommissioning produced water handling facilities. Federal or state regulatory agencies could require the shutdown of produced water handling facilities for safety reasons or refuse to permit the restart of any facility after unplanned or planned outages. New or amended safety and regulatory requirements may give rise to additional operation and maintenance costs and capital expenditures. Additionally, aging equipment may require more capital expenditures to keep produced water infrastructure operating efficiently or in compliance with applicable laws and regulations. Such equipment is also likely to require periodic upgrading and improvement in order to maintain compliance. Although the safety record of produced water handling generally has been very good, accidents and other unforeseen problems have occurred. The consequences of a major incident could be severe and include loss of life and property damage. Any resulting liability from a major environmental or catastrophic incident could materially and adversely affect our customers and limit their operations on our land.

The Endangered Species Act (“ESA”) and Migratory Bird Treaty Act (“MBTA”) govern our and our customers’ operations and additional restrictions may be imposed in the future, which constraints could have an adverse impact on our ability to expand some of our existing operations or limit our customers’ ability to develop new infrastructure on our land.

The ESA and comparable state laws restrict activities that may affect endangered or threatened species or their habitats. Similar protections are offered to migratory birds under the MBTA. To the degree that species listed under the ESA or similar state laws, or are protected under the MBTA, live in the areas where we and our

customers operate, both our and our customers’ abilities to conduct or expand operations and construct facilities could be limited, or both we and our customers could be forced to incur additional material costs. Additionally, the FWS may make determinations on the listing of unlisted species as endangered or threatened under the ESA. For example, in November 2022, the FWS designated two distinct population segments of the lesser prairie chicken under the ESA, which live in certain areas in southeastern New Mexico and western Texas; however, the U.S. Senate voted to rescind this decision, although the joint resolution was vetoed by President Biden, and the listing decision is currently subject to litigation. In May 2024, the FWS designated the dunes sagebrush lizard under the ESA, which also lives in certain areas in southeastern New Mexico and western Texas, and this listing decision is also subject to litigation. The designation of previously unidentified endangered or threatened species could indirectly cause us or our customers to incur additional costs, cause our or our customers’ operations to become subject to operating restrictions or bans and limit future development activity in affected areas, which developments could have a material adverse effect on our results of operations, cash flows and financial position.

The results of operations of our customers, as well as producers on or around our land, may be materially impacted by efforts to transition to a lower-carbon economy.

Concerns over the risk of climate change have increased the focus by global, regional, national, state and local regulators on GHG emissions, including carbon dioxide emissions, and on transitioning to a lower-carbon future. A number of countries and states have adopted, or are considering the adoption of, regulatory frameworks to reduce GHG emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, prohibitions on the sales of new automobiles with internal combustion engines, and incentives or mandates for battery-powered automobiles and/or wind, solar or other forms of alternative energy. These include laws such as the IRA, which appropriates significant federal funding for renewable energy initiatives and amends the Clean Air Act (the “CAA”) to impose a first-time fee on the emission of methane from sources required to report their GHG emissions to the EPA, beginning in calendar year 2024 at $900 per ton of methane, increasing to $1,200 in 2025, and set at $1,500 for 2026 and each year after. However, we cannot predict whether, how, or when the incoming Trump Administration might take action to revise or repeal the methane emissions charge rule or the finalized EPA rules related to GHG emissions. Additionally, Congress may take actions to repeal or revise the IRA, including with respect to the methane emissions charge, which timing or outcome similarly cannot be predicted. Compliance with changes in laws, regulations and obligations relating to climate change could result in increased costs of compliance for our customers on or around our land or costs of consuming oil and natural gas for such products, and thereby reduce demand for the use of our land and resources, which could reduce our profitability. Changes in laws and regulations may also result in delays or increased costs associated with obtaining permits needed for oil and natural gas operations. Additionally, our customers on or around our land could incur reputational risk tied to changing customer or community perceptions of our customers or their customers’ contribution to, or detraction from, the transition to a lower-carbon economy. These changing perceptions could lower demand for oil and natural gas products, resulting in lower prices and lower revenues as consumers avoid carbon-intensive industries, and could also pressure banks and investment managers to shift investments and reduce lending.

Separately, banks and other financial institutions, including investors, may decide to adopt policies that restrict or prohibit investment in, or otherwise funding, us or our customers on or around our land based on climate change-related concerns, which could affect our and our customers on or around our land’s access to and cost of capital for potential growth projects. Additionally, insurers may decide to raise rates and/or cease insuring us or our customers on or around our land based on climate change-related concerns.

Approaches to climate change and transition to a lower-carbon economy, including government regulation, company policies, and consumer behavior, are continuously evolving. For example, the SEC has adopted a new rule regarding climate change, which it has stayed pending various legal challenges, that, if ultimately made effective, implements significant disclosure obligations and would require us to update and develop our controls to accommodate these new obligations. The incoming Trump Administration, however, may seek to repeal the SEC rule though the timeline for any repeal, if at all, is subject to a number of uncertainties. While we intend to

pursue opportunities related to the transition to a lower-carbon economy, there can be no assurance that our efforts will be successful. At this time, we cannot predict how such approaches may develop or otherwise reasonably or reliably estimate their impact on us or our customers’ financial condition, results of operations and ability to compete. However, any long-term material adverse effect on the oil and natural gas industry may affect our results of operations, cash flows and financial position.

Climate variability may cause increased volatility in weather and may impact water usage and related revenue.

The issue of climate variability is receiving increasing attention nationally and worldwide. There is consensus among climate scientists that there will be worsening of weather volatility in the future associated with climate variability. Many climate variability predictions present several potential challenges to the energy industry, including brackish water sales and water services related to oil and natural gas production, such as:

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increased frequency and duration of droughts;

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challenges associated with changes in temperature;

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potential degradation of water quality;

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decreases in available water supply and changes in water usage patterns;

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increased frequency and severity of storms and other weather events;

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increases in disruptions in service; or

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increased costs to reduce risks associated with the increasing frequency and severity of natural events, including to improve the resiliency and reliability of the infrastructure and systems necessary for customers’ water services.

Because of the uncertainty of weather volatility related to climate variability, we cannot predict its potential impact on our or our customers’ business, financial condition, results of operations, cash flows and liquidity. This, in turn, could lead to lower demand, rates and utilization for the use of our land and resources, and delays in payment of, or nonpayment of, amounts that are owed to us. Furthermore, laws and regulations have been enacted that seek to reduce or limit GHG emissions and require additional reporting and monitoring, and these regulations may become more pervasive or stringent in light of changing governmental agendas and priorities, although the exact nature and timing of these changes is uncertain. There can be no assurance that we or our customers would be able to recover any expenditures or costs associated with the impact of climate variability and related laws and regulations on a timely basis, or at all.

Increasing investor attention to environmental, social, and governance (“ESG”) matters may impact our or our customers’ business.

Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG practices. Companies that do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected. Increasing attention to climate change, increasing societal expectations on companies to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our customers’ products and services, lower demand for the use of our land and resources, reduced profits, increased governmental investigations and private litigation against us.

Moreover, to an increasing extent, many institutional investors have announced plans to transition their portfolios to net-zero GHG emissions over the next two to three decades as part of a commitment to combat climate change. This has, and will likely continue to result in some (and perhaps a growing number of)

institutions removing from their portfolios the shares of companies that do not meet their minimum investment standards. Further, banks and other capital providers are reassessing their capital allocation to our or our customers’ industries or making their participation conditional. This trend towards the divestment or limitation of future investment in companies involved in the development, production, transportation and utilization of fossil fuels may adversely affect the price of our shares and limit our access to the debt and equity markets for capital to fund our growth.

Moreover, while we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may be incorrect or may change with the passage of time. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. Additionally, voluntary disclosures regarding ESG matters, as well as any ESG disclosures mandated by law, could result in private litigation or government investigations or enforcement action regarding the sufficiency or validity of such disclosures. In addition, failure or a perception (whether or not valid) of failure to implement ESG strategies or achieve ESG goals or commitments, including any GHG reduction or neutralization goals or commitments, could result in private litigation and damage our reputation, cause our investors or consumers to lose confidence in us, or otherwise negatively impact our operations.

In addition, organizations that provide proxy advisory services to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Currently, there are no universal standards for such scores or ratings, but the importance of sustainability evaluations is becoming more broadly accepted by investors and shareholders. Such ratings are used by some investors to inform their investment and voting decisions. Additionally, certain investors use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. Unfavorable ESG ratings may lead to increased negative investor sentiment toward us or our customers and to the diversion of investment to other industries, which could have a negative impact on our share price and/or our access to and costs of capital.

Furthermore, public statements with respect to ESG matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing” (i.e., misleading information or false claims overstating potential ESG benefits). Certain non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, goals, or standards were misleading, false, or otherwise deceptive. As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts. In addition, any alleged claims of greenwashing against us or others in our industry may lead to further negative sentiment and diversion of investments. Additionally, we could face increasing costs as we attempt to comply with and navigate further regulatory ESG-related focus and scrutiny.

Our customers’ operations on our land may be exposed to significant delays, costs and liabilities as a result of environmental, health and safety requirements, and we may be subject to strict, as well as joint and several liability, for contamination resulting from such operations pursuant to such requirements, even if we do not have control over such operations. The occurrence of any such delays, costs and liabilities may materially and adversely affect our customers’ business, operations or financial condition, which could reduce the demand for the use of our land and its resources, as well as the royalties and other payments we receive therefrom, and thereby materially affect our results of operations, cash flows and financial position.

E&P activities, sand mining, produced water handling, oilfield reclamation, solid waste facilities, landfills and other operations on our land are subject to numerous environmental, health and safety requirements. Our customers may incur significant delays, costs and liabilities as a result of federal, state and local environmental, health and safety requirements applicable to their activities on our land. These laws and regulations may require

our customers to obtain and maintain a variety of permits, approvals, certificates or other authorizations that govern air emissions, water discharges, waste disposal or other environmental impacts associated with drilling, production and transporting oil and natural gas or other operations; regulate the sourcing and disposal of water used in the drilling, fracturing and completion processes; limit or prohibit drilling activities in certain areas and on certain lands lying within wilderness, wetlands, frontier, seismically active areas and other protected areas; require remedial action to prevent or mitigate pollution from former operations such as plugging abandoned wells or closing earthen pits; and/or impose substantial liabilities for spills, pollution or failure to comply with regulatory filings. In addition, these laws and regulations may restrict the rate of oil or natural gas production. These laws and regulations are complex, change frequently and have tended to become increasingly stringent over time. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of cleanup and site restoration costs and liens, the suspension or revocation of necessary permits, licenses and authorizations, the requirement that additional pollution controls be installed, and, in some instances, the issuance of orders or injunctions limiting or requiring discontinuation of certain operations, in each case, which could materially and adversely affect our customers’ operations on our land. Additionally, any failure to comply could result in negative sentiment toward our customers’ business and others in the industry.

Moreover, under certain environmental laws that impose strict as well as joint and several liability, we may be required to remediate contaminated properties owned by us even if a customer’s operations caused the contamination. In addition, our customers may be liable for the remediation of contamination at currently or formerly operated facilities and facilities of third parties that received waste generated by our customers’ operations, regardless of whether such contamination resulted from the conduct of others or from consequences of actions that were in compliance with all applicable environmental laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of the operations of our customers. While we seek to mitigate any potential liability we may have through indemnification, customary insurance policies and remediation activities, in each case, required under our contracts, as well as reliance on state funded programs (such as the TRRC’s Orphan Well Program) for coverage of plugging and abandonment liabilities if any of our customers declared bankruptcy or if our insurance policies did not fully cover such liabilities, we may not be fully protected. Additionally, although we generally have rights to inspect our property and the operations thereon, we may not become aware of all environmental, health and safety matters. Moreover, public interest in the protection of the environment has tended to increase over time. The trend of more expansive and stringent environmental legislation and regulations applied to extractive industries such as those our customers engage in could continue resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental actions are taken that restrict drilling or impose more stringent and costly operating, waste handling, disposal and cleanup requirements, our customers’ operations could face increased costs and potential curtailment of operations, which consequently could indirectly materially and adversely affect our business, cash flows, prospects, financial condition or results of operations.

Risks Related to Our Financial Condition

We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments and any future indebtedness could adversely affect our financial condition.

As of September 30, 2024, we had $281.9 million of total debt outstanding, and as of December 30, 2024, we had $385.0 million of total debt outstanding. Our ability to make scheduled payments on, or to refinance, our indebtedness and financial commitments depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions including financial, business and other factors beyond our control, and may vary significantly from year to year. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods and we may be unable to generate sufficient cash flow to permit us to pay the principal, premium, if any, and interest on our indebtedness. Any insufficiency may impact our business.

If our cash flows and capital resources are insufficient to fund debt and other obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to raise additional capital or refinance or restructure our indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be on unfavorable terms, including at higher interest rates, and may require us to comply with more restrictive covenants. The terms of our existing or future debt instruments may restrict us from adopting some of these alternatives. We cannot assure you that any refinancing or restructuring would be possible, that any assets, including land, could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales would be favorable to us or that additional financing could be obtained on favorable terms, if at all. In addition, any failure to service our debt, including paying interest or principal on a timely basis, would likely result in a reduction of our credit rating, if any, which could harm our ability to incur additional indebtedness. In addition, if we fail to comply with the covenants or other terms of any agreements governing our debt, our lenders will have the right to accelerate the maturity of that debt and foreclose upon the collateral, if any, securing that debt.

Our indebtedness could have important consequences for you and significant effects on our business, including:

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increasing our vulnerability to adverse changes in general economic, industry and competitive conditions and limiting our ability to address such changes;

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requiring us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund general company and other purposes, including dividend payments;

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restricting us from exploiting business opportunities and making strategic land acquisitions;

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making it more difficult to satisfy our financial obligations, including payments on our indebtedness, and contractual and commercial commitments;

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disadvantaging us when compared to our competitors that have less debt;

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complying with covenants contained in the documents governing such indebtedness may require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise; and

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increasing our borrowing costs or otherwise limiting our ability to borrow additional funds for the execution of our business strategy.

Finally, the agreements governing our outstanding indebtedness limit our ability to incur additional debt, but such agreements do not prohibit us from doing so. As a result, we could incur more indebtedness in the future, which would exacerbate the foregoing risks.

We are subject to interest rate risk, which may cause our debt service obligations to increase significantly. The weighted average interest rate on borrowings outstanding under our credit facility as of September 30, 2024 was 8.45% in the case of revolving credit borrowings and 8.49% in the case of term loan borrowings.

Borrowings under our credit facility bear interest at variable rates and expose us to interest rate risk. The weighted average interest rate on our borrowings outstanding under our credit facility as of September 30, 2024 was 8.45% in the case of revolving credit borrowings and 8.49% in the case of term loan borrowings. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and we would be required to devote more of our cash flow to servicing our indebtedness.

In March 2022, the Federal Reserve began, and continued through 2023, to raise interest rates in an effort to curb inflation. Although the Federal Reserve made cuts to benchmark interest rates in September, November and

December 2024 and currently anticipates making additional cuts in 2025, to the extent such rates remain elevated, we may continue to experience further financing cost increases if interest rates on borrowings, credit facilities and debt offerings increase, as compared to previous levels. Changes in interest rates, either positive or negative, may also affect the yield requirements of investors who invest in our Class A shares, and the elevated interest rate environment could have an adverse impact on the price of our Class A shares, or our ability to issue equity or incur debt for acquisitions or other purposes.

Changes to applicable tax laws and regulations, exposure to additional income tax liabilities, changes in our effective tax rates or an assessment of taxes resulting from an examination of our income or other tax returns could adversely affect our results of operations, cash flows and financial position, including our ability to repay our debt.

We are subject to various complex and evolving U.S. federal, state and local taxes. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect, and may have an adverse effect on our results of operations, cash flows and financial position, including our ability to repay our debt. Several tax proposals have been set forth that would, if enacted into law, make significant changes to U.S. tax laws. Such proposals include an increase in the U.S. income tax rates applicable to individuals and corporations and the elimination of tax subsidies for fossil fuels. Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect our results of operations, cash flows and financial position.

Changes in our effective tax rates or tax liabilities could also adversely affect our results of operations, cash flows and financial position. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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expansion into future activities in new jurisdictions;

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the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities; and

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tax effects of share-based compensation.

In addition, an adverse outcome arising from an examination of our income or other tax returns could result in higher tax exposure, penalties, interest or other liabilities that could have an adverse effect on our results of operations, cash flows and financial position.

We are subject to counterparty credit risk. Nonpayment or nonperformance by our customers could have an adverse effect on our results of operations, cash flows and financial position.

We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers of their respective obligations. Although we maintain policies and procedures to limit such risks, our credit procedures and policies may not be adequate to fully eliminate customer credit risk. If we fail to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration in their creditworthiness, any resulting increase in nonpayment or nonperformance by them of their respective obligations and our inability to collect on outstanding payables or find substitute customers could have an adverse effect on our results of operations, cash flows and financial position. A decline in oil and natural gas prices could negatively impact the financial condition of our customers and sustained lower prices could impact their ability to meet their

obligations to us. Further, our contract counter-parties may not perform or adhere to our existing or future contractual arrangements. To the extent one or more of our contract counter-parties is in financial distress or commences bankruptcy proceedings, contracts with these counter-parties may be subject to renegotiation or rejection under applicable provisions of the Bankruptcy Code. Any material nonpayment or nonperformance by our contract counter-parties due to inability or unwillingness to perform or adhere to contractual arrangements could adversely affect our results of operations, cash flows and financial position.

If we fail to comply with the restrictions and covenants in our credit facility or our future debt agreements, there could be an event of default under the terms of such agreements, which could result in an acceleration of payment.

A breach of compliance with any restriction or covenant in our credit facility or any of our future debt agreements could result in a default under the terms of the applicable agreement, and our ability to comply with such restrictions and covenants may be affected by events beyond our control. As a result, we cannot assure you that we will be able to comply with these restrictions and covenants. A default could result in acceleration of the indebtedness and a declaration of all amounts borrowed due and payable, which could have an adverse effect on us and negatively impact our ability to borrow. If an acceleration occurs, we may be unable to make all of the required payments and may be unable to find alternative financing. Even if alternative financing were available at that time, it may not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend our credit agreement or such future agreements governing our indebtedness or obtain necessary waivers on satisfactory terms.

Our obligations under our credit facility are secured by a first priority security interest in substantially all of our assets and various guarantees.

The amounts borrowed pursuant to the terms of our credit agreement are secured by substantially all of our and our subsidiaries’ present and after-acquired assets. Additionally, our obligations under our credit facility are jointly and severally guaranteed by us and our material subsidiaries.

As a result of the above, in the event of the occurrence of a default under our credit facility, the administrative agent may enforce its security interests (for the ratable benefit of the lenders under our credit facility and the other secured parties) over our and/or our subsidiaries’ assets that secure the obligations under our credit facility, take control of our assets and business, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans. If that were to happen, you may lose all, or a part of, your investment in our Class A shares.

We do not currently have in place hedging agreements with respect to oil and natural gas production from our acreage, and we will be exposed to the impact of decreases in the price of oil and natural gas.

We do not currently have in place hedging arrangements to establish, in advance, a price for the sale of the oil and natural gas produced from our acreage. As a result, although we may realize the benefit of any short-term increase in the price of oil and natural gas, we will not be protected against decreases in the price or prolonged periods of low oil and natural prices, which, in combination with all of our acreage being located solely in the Permian Basin, could materially and adversely affect our results of operations, cash flows and financial position. Any future price hedging strategy and future hedging transactions will be determined at our discretion. If we enter into hedging arrangements in the future, it may limit our ability to realize the benefit of rising prices and may result in hedging losses.

Risks Related to Our Corporate Structure and Our Class A Shares

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a result of the IPO, we became a public company, and as such, we must comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the NYSE rules, with which we were not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses. We are continuing our efforts to:

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institute a more comprehensive compliance function;

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comply with rules promulgated by the NYSE;

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prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

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accurately implement and interpret GAAP;

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establish new internal policies, such as those relating to insider trading; and

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involve and retain to a greater degree outside counsel and accountants in the above activities.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal controls over financial reporting. Although we are required to disclose changes made in our internal controls and procedures on a quarterly basis, we are not required to make our first annual assessment of our internal controls over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Additionally, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” or a “smaller reporting company” under the applicable federal securities laws. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the fiscal year ending December 31, 2029, if we are no longer a “smaller reporting company.” Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements will strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A shares.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our

reputation and operating results will be harmed. We are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning in the year following our first annual report to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We will take steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for our internal control over financial reporting. If we identify one or more material weaknesses in our internal control over financial reporting during the evaluation and testing process, we may be unable to conclude that our internal controls are effective.

Additionally, when we cease to be an “emerging growth company” or a “smaller reporting company” under the federal securities laws, our independent registered public accounting firm may be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A shares to decline.

Our ability to pay dividends to our shareholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.

We are a holding company and will have no material assets other than our equity interest in OpCo, and we do not have any independent means of generating revenue. To the extent OpCo has available cash we intend to cause OpCo to make (i) generally pro rata distributions to all holders of OpCo Units (“OpCo Unitholders”), including us, in an amount at least sufficient to allow us to pay taxes, (ii) at the election of certain OpCo Unitholders, additional distributions in an amount generally intended to allow such OpCo Unitholders to satisfy their respective income tax liabilities with respect to their allocable share of the income of OpCo (based on certain assumptions and conventions), which additional distributions may be made on a pro rata basis to all OpCo Unitholders (including us) or a non-pro rata basis to OpCo Unitholders (other than us) in redemption of OpCo Units from such holders and (iii) non-pro rata distributions to us in an amount sufficient to cover our public company and other overhead expenses. In addition, as the sole managing member of OpCo, we intend to cause OpCo to make pro rata distributions to all of its unitholders, including to us, in an amount sufficient to allow us to fund dividends to our shareholders in accordance with our dividend policy, to the extent our board of directors declares such dividends. OpCo is a distinct legal entity and may be subject to legal or contractual restrictions that, under certain circumstances, may limit our ability to obtain cash from it. If OpCo is unable to make distributions, we may not receive adequate distributions, which could materially and adversely affect our results of operations, cash flows, financial position and ability to fund any dividends.

Although we intend to pay dividends on our Class A shares, we are not obligated to do so. We have not adopted a formal written dividend policy nor have we adopted a dividend policy to pay a fixed amount of cash each quarter in respect of each Class A share or to pay an amount based on the achievement of, or derivable based on, any specific financial metrics such as Free Cash Flow. Dividend payments are not guaranteed and are within the absolute discretion of our board of directors. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our cash flows from operations and current and anticipated cash needs, our capital requirements, legal, tax, regulatory and contractual restrictions, and implications of such other factors as our board of directors may deem relevant in determining whether, and in what amounts, to pay such dividends. In addition, our debt agreements may limit the amount of distributions that OpCo’s subsidiaries can make to OpCo and OpCo can make to us and the purposes for which distributions could be made. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Instruments” for further discussion of our debt agreements. Accordingly, we may not be able to pay dividends even if our board of directors would otherwise deem it appropriate. Please see “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” and “Description of Shares.”

If we do not continue to pay regular cash dividends on our Class A shares, you may not receive a return on investment unless you sell your Class A shares for a price greater than that which you paid for them.

Any decision to declare and pay cash dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, and such other factors that our board of directors may deem relevant. In addition, our ability to pay cash dividends is, and may be, limited by covenants of any current or future outstanding indebtedness we or our subsidiaries incur. Any return on investment in our Class A shares may be solely dependent upon the appreciation of the price of our Class A shares on the open market, which may not continue to occur.

For more information about these restrictions, see “Dividend Policy.” There can be no assurance that we will continue to pay dividends. Investors should make any investment in our Class A shares without reliance on payment of any future dividend.

LandBridge Holdings owns an aggregate of 53,227,852 Class B shares representing approximately 70.0% of our voting power as of December 30, 2024. LandBridge Holdings’ beneficial ownership of greater than 50% of our common shares means LandBridge Holdings is able to control matters requiring shareholder approval, including the election of directors, changes to our organizational documents, approval of acquisition offers and other significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of our Class A shares will be able to affect the way we are managed or the direction of our business. The interests of LandBridge Holdings with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other shareholders.

Furthermore, in connection with the consummation of the IPO, we entered into a Shareholder’s Agreement (as defined herein) with LandBridge Holdings, providing that for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of our outstanding common shares, LandBridge Holdings shall be entitled to designate a number of directors equal to a majority of the board of directors, plus one director; and for so long as LandBridge Holdings and such affiliates beneficially own at least 30%, 20% and 10% of our outstanding common shares, LandBridge Holdings shall be entitled to designate at least three directors, two directors and one director, respectively. So long as LandBridge Holdings is entitled to designate one or more directors and notifies the board of directors of its desire to remove, with or without cause, any director previously designated by it to the board, we are required to take all necessary action to cause such removal. So long as LandBridge Holdings has the right to designate at least one director to our board of directors, it will also have the right to appoint a number of board observers, who will be entitled to attend all meetings of the board in a non-voting, observer capacity, equal to the number of directors LandBridge Holdings is entitled to appoint.

In addition, under our Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”), for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of our outstanding common shares, we have agreed not to take, and will take all necessary action to cause our subsidiaries not to take, the following direct or indirect actions (or enter into an agreement to take such actions) without the prior consent of LandBridge Holdings:

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increasing or decreasing the size of our board of directors, committees of our board of directors or boards and committees of our subsidiaries;

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terminating our chief executive officer or removing the Chairman of our board of directors and/or hiring or appointing either of their successors;

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agreeing to or entering into any transaction that would result in a change of control of the Company or enter into definitive agreements with respect to a change of control transaction;

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incurring debt for borrowed money (or liens securing such debt) in an amount that would result in outstanding debt that exceeds our Adjusted EBITDA for the four quarter period immediately prior to the proposed date of the incurrence of such debt by 4.00 to 1.00;

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authorizing, creating (by way of reclassification, merger, consolidation or otherwise) or issuing any equity securities of any kind (other than pursuant to any equity compensation plan approved by our board of directors or a committee of our board of directors or intra-company issuances among the Company and our subsidiaries);

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making any voluntary election to liquidate or dissolve or commence bankruptcy or insolvency proceedings or the adoption of a plan with respect to any of the foregoing or any determination not to oppose such an action or proceeding commenced by a third party; and

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selling, transferring or disposing of assets outside the ordinary course of business in a transaction or series of transactions with a fair market value in excess of 2% of our Consolidated Net Tangible Assets (as defined in the Operating Agreement) determined as of the end of the most recently completed fiscal quarter or year, as applicable, immediately prior to the proposed date of the consummation of such transaction or such series of transactions.

Additionally, for so long as LandBridge Holdings and certain affiliates beneficially own at least 10% of our outstanding common shares, we and our subsidiaries may not, without the approval of LandBridge Holdings, make any amendment, modification or waiver of our Operating Agreement or any other of our governing documents that materially and adversely affects LandBridge Holdings.

See “Certain Relationships and Related Party Transactions–Shareholder’s Agreement.” The existence of LandBridge Holdings as a significant shareholder may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company. Moreover, LandBridge Holdings’ concentration of share ownership may adversely affect the trading price of our Class A shares to the extent investors perceive a disadvantage in owning shares of a company with a significant shareholder.

In addition, LandBridge Holdings may have different tax positions from us that could influence its decisions regarding whether and when to support the disposition of assets and the incurrence or refinancing of new or existing indebtedness. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting positions may take into consideration LandBridge Holdings’ tax or other considerations, which may differ from the considerations of our other shareholders.

Our Operating Agreement provides that our officers and directors and their respective affiliates and LandBridge Holdings, Five Point and WaterBridge, as well as their officers, directors and affiliates (each an “Unrestricted Party”), are not restricted from owning assets or prohibited from engaging in other businesses or activities, including those that might be in direct competition with us, and that we renounce any interest or expectancy in any business opportunity that may from time to time be presented to them that would otherwise be subject to a corporate opportunity or other analogous doctrine under Delaware General Corporation Law (the “DGCL”). In addition, the Unrestricted Parties may compete with us for investment opportunities and may own

an interest in entities that compete with us. In particular, our Operating Agreement, subject to the limitations of applicable law, provides, among other things, that (i) the Unrestricted Parties may conduct business that competes with us and may make investments in any kind of property in which we may make investments, and (ii) if any of the Unrestricted Parties acquire knowledge of a potential business opportunity, transaction or other matter, they have no duty, to the fullest extent permitted by law, to communicate such offer to us, our shareholders or our affiliates.

We may refer any conflicts of interest or potential conflicts of interest involving any of the Unrestricted Parties to a conflicts committee, which must consist entirely of independent directors, for resolution. Additionally, our board of directors adopted a written related party transactions policy relating to the approval of related party transactions, pursuant to which any such transactions, including transactions with the Unrestricted Parties, will be reviewed and approved or ratified by our Audit Committee or such conflicts committee or pursuant to the procedures outlined in such policy.

LandBridge Holdings may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunities. Furthermore, such businesses may choose to compete with us for these opportunities, possibly causing these opportunities to not be available to us or causing them to be more expensive for us to pursue. Furthermore, LandBridge Holdings, Five Point and WaterBridge, are not required to utilize facilities located on our land in connection with any business opportunities, whether currently existing or arising in the future, and may pursue development opportunities with competing landowners, or pursue an alternative land position without informing us of such opportunity or offering such opportunity to us. This renouncing of our interest and expectancy in any business opportunity may create actual and potential conflicts of interest between us and LandBridge Holdings, Five Point and WaterBridge, and result in less than favorable treatment of us and our shareholders if attractive business opportunities are pursued by LandBridge Holdings, Five Point and WaterBridge, for its own benefit rather than for ours.

Certain of our directors and officers, who are responsible for managing our business may hold positions of responsibility with other entities, including those that are in the energy industry. The existing and potential positions held by these directors and officers may give rise to fiduciary or other duties that are in conflict with the duties they owe to us and may also otherwise require attention and time that could otherwise be devoted to our business. These directors and officers may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, such directors and officers may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and, as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our or your best interests.

A significant reduction by LandBridge Holdings of its ownership interests in us could adversely affect us.

We believe that LandBridge Holdings’ ownership interest in us provides it with an economic incentive to assist us to be successful. Upon expiration of the lock-up restrictions on transfers or sales of our securities, LandBridge Holdings will not be subject to any obligation to maintain its ownership interest in us and may elect at any time to sell all or a substantial portion of or otherwise reduce its ownership interest in us. If LandBridge Holdings sells all or a substantial portion of its ownership interests in us, it may have less incentive to assist in our success and its affiliate(s) that are expected to serve as members of our board of directors may resign. Such

actions could adversely affect our ability to successfully implement our business strategies, which could adversely affect our results of operations, cash flows and financial position.

Amounts we distribute to our shareholders with respect to our Class A shares, which we refer to as “dividends,” will constitute “dividends” for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent such distribution amounts exceed our current and accumulated earnings and profits, such distributed amount will be treated as a non-taxable return of capital to the extent of a holder’s tax basis in our Class A shares and thereafter as capital gain from the sale or exchange of such shares.

If a holder sells its Class A shares, the holder will recognize a gain or loss equal to the difference between the amount realized and the holder’s tax basis in such Class A shares. To the extent that the amount of our dividends is treated as a non-taxable return of capital as described above, such dividends will reduce a holder’s tax basis in the Class A shares. Consequently, such excess dividends will result in a corresponding increase in the amount of gain, or a corresponding decrease in the amount of loss, recognized by the holder upon the sale of the Class A shares or subsequent dividends with respect to such shares. Additionally, with regard to U.S. corporate holders of our Class A shares, to the extent that a dividend on our Class A shares exceeds both our current and accumulated earnings and profits and such holder’s tax basis in such shares, such holders would be unable to utilize the corporate dividends-received deduction (to the extent it would otherwise be applicable to such holder) with respect to the gain resulting from such excess dividend.

Prospective investors in our Class A shares are encouraged to consult their tax advisors regarding the tax consequences of receiving dividends on our Class A shares that are not treated as dividends for U.S. federal income tax purposes.

The Internal Revenue Service (“IRS”) Forms 1099-DIV that our shareholders receive from their brokers may over-report dividend income with respect to our Class A shares for U.S. federal income tax purposes, and failure to report dividend income in a manner consistent with the IRS Forms 1099-DIV may cause the IRS to assert audit adjustments to a shareholder’s U.S. federal income tax return. For non-U.S. holders of our Class A shares, brokers or other withholding agents may overwithhold taxes from dividends paid, in which case a shareholder generally would have to timely file a U.S. tax return or an appropriate claim for refund in order to claim a refund of the overwithheld taxes.

Dividends we pay with respect to our Class A shares will constitute “dividends” for U.S. federal income tax purposes only to the extent of our current and accumulated earnings and profits. Dividends we pay in excess of our earnings and profits will not be treated as “dividends” for U.S. federal income tax purposes; instead, they will be treated first as a tax-free return of capital to the extent of a shareholder’s tax basis in their Class A shares and then as capital gain realized on the sale or exchange of such shares. We may be unable to timely determine the portion of our dividends that is a “dividend” for U.S. federal income tax purposes.

For a U.S. holder of our Class A shares, the IRS Forms 1099-DIV may not be consistent with our determination of the amount that constitutes a “dividend” for U.S. federal income tax purposes or a shareholder may receive a corrected IRS Form 1099-DIV (and may therefore need to file an amended federal, state or local income tax return). We will attempt to timely notify our shareholders of available information to assist with income tax reporting (such as posting the correct information on our website). However, the information that we provide to our shareholders may be inconsistent with the amounts reported by a broker on IRS Form 1099-DIV, and the IRS may disagree with any such information and may make audit adjustments to a shareholder’s tax return.

For a non-U.S. holder of our Class A shares, “dividends” for U.S. federal income tax purposes will be subject to withholding of U.S. federal income tax at a 30% rate unless an applicable income tax treaty provides for a lower rate or the dividends are effectively connected with conduct of a U.S. trade or business. Please read “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders–Dividends.” In the event that we are unable to timely determine the portion of our dividends that is a “dividend” for U.S. federal income tax purposes, or a shareholder’s broker or withholding agent chooses to withhold taxes from dividends in a manner inconsistent with our determination of the amount that constitutes a “dividend” for such purposes, a shareholder’s broker or other withholding agent may overwithhold taxes from dividends paid. In such a case, a shareholder generally would have to timely file a U.S. tax return or an appropriate claim for refund in order to obtain a refund of the overwithheld tax.

For as long as we are an emerging growth company and/or a smaller reporting company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for “emerging growth companies,” including certain requirements relating to auditing standards and compensation disclosure. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We currently are taking advantage of the exemptions described above. We have also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates, and our shareholders and potential investors may have difficulty in analyzing our operating results if comparing us to such companies. We will remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the IPO, or such earlier time that we have more than $1.235 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A shares held by non-affiliates (and have been a public company for at least 12 months), or issue more than $1.0 billion of non-convertible debt over a three-year period.

Additionally, we qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements in their periodic reports. We will remain a smaller reporting company until the last day of the fiscal year in which: (i) the market value of our common shares held by non-affiliates is $250 million or more as of the end of that fiscal year’s second fiscal quarter; or (ii) our annual revenues are $100 million or more during such completed fiscal year and the market value of our common shares held by non-affiliates is $700 million or more as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

To the extent that we rely on any of the exemptions available to emerging growth companies and/or smaller reporting companies, you will receive less information about our financial position, executive compensation and internal control over financial reporting than issuers that are not emerging growth companies or smaller reporting companies. Additionally, we intend to take advantage of the extended transition periods for the adoption of new or revised financial accounting standards under the JOBS Act until we are no longer an emerging growth

company. Our election to use the transition periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the extended transition periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards.

If some investors find our Class A shares to be less attractive as a result, there may be a less active trading market for our Class A shares and our Class A share price may be more volatile.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A shares or if our operating results do not meet their expectations, our share price could decline.

The trading market for our Class A shares is influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our Class A shares or if our operating results do not meet their expectations, our Class A share price could decline.

The market price of our Class A shares could be adversely affected by sales of substantial amounts of our Class A shares in the public or private markets or the perception in the public markets that these sales may occur, including sales by LandBridge Holdings after the exercise of the Redemption Right.

As of December 30, 2024, we had 23,255,419 Class A shares and 53,227,852 Class B shares outstanding. Future sales by LandBridge Holdings after the exercise of the Redemption Right (as described in the OpCo LLC Agreement) or sales by other large holders of our Class A shares in the public markets, or the perception that such sales might occur, could have a material adverse effect on the price of our Class A shares or could impair our ability to obtain capital through an offering of equity securities. In addition, we have agreed to provide registration rights to LandBridge Holdings. Alternatively, we may be required to undertake a future public or private offering of Class A shares and use the net proceeds from such offering to purchase an equal number of OpCo Units, with the cancellation of a corresponding number of Class B shares, from LandBridge Holdings.

We may sell additional Class A shares in future offerings. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

We cannot predict the size of future issuances of our Class A shares or securities convertible into Class A shares or the effect, if any, that future issuances and sales of our Class A shares will have on the market price of our Class A shares. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements.

LandBridge Holdings holds a majority of the voting power of our common shares. As a result, we are a controlled company within the meaning of the NYSE rules. Under the NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

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a majority of the board of directors consists of independent directors as defined under the rules of the NYSE;

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the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

These requirements will not apply to us as long as we remain a controlled company. A controlled company does not need its board of directors to have a majority of independent directors or to form independent compensation and nominating and governance committees. We currently utilize all of these exemptions. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the rules of the NYSE. Please see “Management” for additional information.

Our Operating Agreement, as well as Delaware law, contains provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A shares and deprive our investors of the opportunity to receive a premium for their shares.

Our Operating Agreement authorizes our board of directors to issue preferred shares without shareholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption prices and liquidation preferences of such series. If our board of directors elects to issue preferred shares, it could be more difficult for a third party to acquire us.

In addition, certain provisions of our Operating Agreement could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our shareholders. Among other things, such provisions of our Operating Agreement include:

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providing that after LandBridge Holdings and certain of its affiliates no longer beneficially own or control the voting of more than 40% of our outstanding common shares (the “Trigger Event”), our board of directors will be divided into three classes that are as nearly equal in number as is reasonably possible and each director will be assigned to one of three classes, with each class of directors elected for a three-year term to succeed the directors of the same class whose terms are then expiring; provided that LandBridge Holdings shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event;

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prohibiting cumulative voting in the election of directors;

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providing that after the Trigger Event, the affirmative vote of the holders of not less than 66 2/3% in voting power of all then-outstanding common shares entitled to vote generally in the election of our board of directors, voting together as a single class, will be required to remove any director from office, and such removal may only be for “cause”;

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providing that after the Trigger Event, all vacancies, including newly created directorships, may, except as otherwise required by the terms of the Shareholder’s Agreement, law or, if applicable, the rights of holders of a series of preferred shares, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director;

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providing that after the Trigger Event, shareholders will not be permitted to call special meetings of shareholders;

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providing that after the Trigger Event, our shareholders may not act by written consent and may only act at a duly called annual or special meeting;

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establish advance notice procedures with respect to shareholder proposals and nominations of persons for election to our board of directors, other than nominations made by or at the direction of our board of directors or any committee thereof; and

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providing that a majority of our board of directors is expressly authorized to adopt, or to alter or repeal our Operating Agreement.

Pursuant to our Operating Agreement, for so long as LandBridge Holdings beneficially owns at least 40% of our outstanding common shares, we have agreed not to take, and will take all necessary action to cause our subsidiaries not to take, certain direct or indirect actions (or enter into an agreement to take such actions) without the prior consent of LandBridge Holdings.

Our Operating Agreement designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our Operating Agreement provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our shareholders, (iii) any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) or our Operating Agreement or (iv) any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine. Our Operating Agreement also provides that, to the fullest extent permitted by applicable law, the United States District Court for the District of Delaware will be the sole and exclusive forum for resolving any complaint asserting a cause of action under the Securities Act. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in our common shares will be deemed to have notice of, and consented to, the provisions of our Operating Agreement described in the preceding sentence. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Operating Agreement inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our results of operations, cash flows and financial position.

There are certain provisions in our Operating Agreement regarding fiduciary duties of our directors, exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the DGCL in a manner that may be less protective of the interests of our public shareholders and restricts the remedies available to shareholders for actions taken by our officers and directors that might otherwise constitute breaches of fiduciary duties if we were subject to the DGCL.

Our Operating Agreement contains certain provisions regarding exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the DGCL in a manner that may be less protective of the interests of our public shareholders. For example, our Operating Agreement provides that to the fullest extent permitted by applicable law our directors or officers will not be liable to us. In contrast, under the DGCL, a director or officer would be liable to us for (i) breach of duty of loyalty to us or our shareholders, (ii) intentional misconduct or knowing violations of the law that are not done in good faith, (iii) improper redemption of shares or declaration of dividends or (iv) a transaction from which the director derived an improper personal benefit.

Pursuant to our Operating Agreement and indemnification agreements, we must indemnify our directors and officers for acts or omissions to the fullest extent permitted by law. In contrast, under the DGCL, a corporation can only indemnify directors and officers for acts and omissions if the director or officer acted in good faith, in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, in a criminal action, if the officer or director had no reasonable cause to believe his or her conduct was unlawful.

Additionally, our Operating Agreement provides that in the event a potential conflict of interest exists or arises between any of our directors, officers, equity owners or their respective affiliates, including LandBridge Holdings, on the one hand, and us, any of our subsidiaries or any of our public shareholders, on the other hand, a resolution or course of action by our board of directors shall be deemed approved by all of our shareholders, and shall not constitute a breach of the fiduciary duties of members of our board of directors to us or our shareholders, if such resolution or course of action (i) is approved by a conflicts committee, which is composed entirely of independent directors, (ii) is approved by shareholders holding a majority of our common shares that are disinterested parties, (iii) is determined by our board of directors to be on terms that, when taken together in their entirety, are no less favorable than those generally provided to or available from unrelated third parties or (iv) is determined by our board of directors to be fair and reasonable to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us). In contrast, under the DGCL, a corporation is not permitted to exempt board members from claims of breach of fiduciary duty under such circumstances.

Accordingly, our Operating Agreement may be less protective of the interests of our public shareholders, when compared to the DGCL, insofar as it relates to the exculpation and indemnification of our officers and directors.

We are a holding company. Our sole material asset is our equity interest in OpCo, and accordingly, we will be dependent upon distributions from OpCo to pay taxes and cover our corporate and other overhead expenses.

We are a holding company and have no material assets other than our equity interest in OpCo. We have no independent means of generating revenue. To the extent OpCo has available cash and subject to the terms of any debt instruments or other applicable agreements, we intend to cause OpCo to make (i) generally pro rata distributions to OpCo Unitholders, including us, in an amount at least sufficient to allow us to pay our taxes, (ii) at the election of certain holders of OpCo Units, additional distributions in an amount generally intended to allow such OpCo Unitholders to satisfy their respective income tax liabilities with respect to their allocable share of the income of OpCo (based on certain assumptions and conventions), which additional distributions may be made on a pro rata basis to all OpCo Unitholders (including us) or a non-pro rata basis to OpCo Unitholders (other than us) in redemption of OpCo Units from such holders and (iii) non pro rata distributions to us in an amount at least sufficient to reimburse us for our corporate and other overhead expenses. In addition, as the sole managing member of OpCo, we intend to cause OpCo to make pro rata distributions to all of its unitholders, including us, in an amount sufficient to allow us to fund dividends to our shareholders in accordance with our dividend policy, to the extent our board of directors declares such dividends. Therefore, although we expect to pay dividends on our Class A shares in amounts determined by our board of directors, from time to time, our ability to do so may be limited to the extent OpCo and its subsidiaries are limited in their ability to make these and other distributions to us. To the extent that we need funds and OpCo or its subsidiaries are restricted from making distributions under applicable law or under the terms of any current or future financing or other arrangements or are otherwise unable to provide such funds, our results of operations, cash flows and financial position could be materially and adversely affected.

In certain circumstances, OpCo will be required to make tax distributions to OpCo Unitholders, and such tax distribution may be substantial. To the extent we receive tax distributions in excess of our actual tax liabilities and retain such excess cash, the OpCo Unitholders would benefit from such accumulated cash balances if they exercise their Redemption Right.

Pursuant to the OpCo LLC Agreement, OpCo will make generally pro rata distributions to the OpCo Unitholders, including us, in an amount sufficient to allow us to satisfy our actual tax liabilities. In addition, to the extent OpCo has available cash, OpCo will be required to make additional pro rata tax distributions to all OpCo Unitholders in an amount generally intended to allow the OpCo Unitholders (other than us) to satisfy their assumed tax liabilities with respect to their allocable share of the income of OpCo (based on certain assumptions and conventions and as determined by OpCo). For this purpose, the determination of available cash will take into account, among other factors, (i) the existing indebtedness and other obligations of OpCo and its subsidiaries and their anticipated borrowing needs, (ii) the ability of OpCo and its subsidiaries to take on additional indebtedness on commercially reasonable terms and (iii) any necessary or appropriate reserves.

The amount of such additional tax distributions will be determined based on certain assumptions, including assumed income tax rates, and will be calculated after taking into account other distributions (including other tax distributions) made by OpCo. Additional tax distributions may significantly exceed the actual tax liability for many of the OpCo Unitholders, including us. If we retain the excess cash we receive from such distributions, the OpCo Unitholders would benefit from any value attributable to such accumulated cash balances as a result of their exercise of the Redemption Right. However, we intend to take steps to eliminate any material excess cash balances, which could include, but are not necessarily limited to, a distribution of the excess cash to holders of our Class A shares or the reinvestment of such cash in OpCo for additional OpCo Units.

In addition, the tax distributions that OpCo may be required to make may be substantial, and the amount of any additional tax distributions OpCo is required to make likely will exceed the tax liabilities that would be owed by a corporate taxpayer similarly situated to OpCo. Funds used by OpCo to satisfy its obligation to make tax distributions will not be available for reinvestment in our business, except to the extent we or certain other OpCo Unitholders use any excess cash received to reinvest in OpCo for additional OpCo Units. In addition, because cash available for additional tax distributions will be determined taking into account the ability of OpCo and its subsidiaries to take on additional borrowing, OpCo may be required to increase its indebtedness in order to fund additional tax distributions. Such additional borrowing may adversely affect our results of operations, cash flows and financial position by, without limitation, limiting our ability to borrow in the future for other purposes, such as capital expenditures, and increasing our interest expense and leverage ratios.

If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result.

We intend to operate such that OpCo does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of OpCo Units pursuant to the Redemption Right (or our Call Right (as described in the OpCo LLC Agreement)) or other transfers of OpCo Units could cause OpCo to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of OpCo Units qualify for one or more such safe harbors. For example, we intend to limit the number of OpCo Unitholders, and the OpCo LLC Agreement, provides for limitations on the ability of OpCo Unitholders to transfer their OpCo Units and provides us, as managing member of OpCo, with the right to impose restrictions (in addition to those already in place) on the ability of OpCo Unitholders to redeem their OpCo Units pursuant to the Redemption Right to the extent we believe that it is necessary to ensure that OpCo will continue to be treated as a partnership for U.S. federal income tax purposes. Additionally, the OpCo LLC Agreement provides that an OpCo Unitholder may exercise its Redemption Right in its discretion.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this prospectus regarding our strategy, future operations, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, words such as “may,” “assume,” “forecast,” “could,” “would,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan,” “budget” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events at the time such statements were made. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section titled “Risk Factors” included in this prospectus. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this prospectus are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations, cash flows and financial position and could cause actual results to differ materially from those in such forward-looking statements. Forward-looking statements may include statements about:

•

our customers’ demand for and use of our land and resources;

•

the success of WaterBridge and Desert Environmental in executing their business strategies, including their ability to construct infrastructure, attract customers and operate successfully on our land;

•

our customers’ ability to develop our land or any potential acquired acreage to accommodate any future surface use developments;

•

our ability to continue the payment of dividends;

•

the domestic and foreign supply of, and demand for, energy sources, including the impact of actions relating to oil price and production controls by OPEC+ with respect to oil production levels and announcements of potential changes to such levels;

•

our reliance on a limited number of customers and a particular region for substantially all of our revenues;

•

our ability to enter into favorable contracts regarding surface uses, access agreements and fee arrangements, including the prices we are able to charge and the margins we are able to realize;

•

our business strategies and our ability to execute thereon, including our ability to attract non-traditional energy customers to use our land and resources;

•

the risk that we may not realize the anticipated benefits and synergies from our acquisitions, including the Wolf Bone Acquisition;

•

costs associated with the Wolf Bone Acquisition;

•

commodity price volatility and trends related to changes in commodity prices, and our customers’ ability to manage through such volatility;

•

the level of competition from other companies, including those offering resources that compete with the resources from our land, such as sand and brackish water;

•

changes in the price charged to our customers and availability of services necessary for our customers to conduct their businesses, as a result of oversupply, government regulations or other factors;

•

the development of advances or changes in energy technologies or practices;

•

our ability to successfully implement our growth plans, including through future acquisitions of acreage and/or introduction of new revenue streams, including through the Wolf Bone Acquisition or otherwise;

•

the potential deterioration of our customers’ financial condition and their ability to access capital to fund their development programs;

•

the degree to which consolidation among our customers may affect spending on U.S. drilling and completions in the near-term;

•

our customers’ ability to obtain necessary supplies, raw materials and other critical components on a timely basis, or at all;

•

our and our customers’ ability to obtain government approvals or acquire or maintain necessary permits, including those related to the development and operation of produced water handling facilities, sand mines and brackish water wells;

•

operational disruptions and liability related thereto associated with our customers, including those due to environmental hazards, fires, explosions, chemical mishandling or other industrial accidents;

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our liquidity and our ability to access the capital markets on favorable terms, or at all, which depends on general market conditions, including the impact of inflation, elevated interest rates and Federal Reserve policies and potential economic recession;

•

uncertainty of estimates of oil, natural gas and NGL reserves and production;

•

the effects of political instability or armed conflict in oil and natural gas producing regions, including the Russia-Ukraine war, as well as the Israel-Hamas conflict and heightened tensions in the Middle East and potential energy insecurity in Europe, which may decrease demand for oil and natural gas or contribute to volatility in the prices for oil and natural gas, which could decrease demand for the use of our land and resources;

•

uncertainty surrounding recent U.S. elections, including potential legal, regulatory and policy changes, such as proposed tariffs, as well as the potential for general market volatility and political uncertainty;

•

the uncertainty of future estimates of oil and natural gas and mineral reserves;

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the demand for sand and the amount of sand that customers on our land are able to excavate and process, which could be adversely affected by, among other things, operating difficulties and unusual or unfavorable geological conditions;

•

our level of indebtedness and our ability to service our indebtedness;

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actions taken by the federal, local or state governments in relation to surface uses;

•

title defects in the acreage that we acquire;

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the markets for surface acreage in the areas in which we operate and own or plan to own surface acreage, including pricing estimates, availability of land and our ability to acquire such land on favorable terms, or at all;

•

our ability to integrate acquired acreage, including the Wolf Bone Ranch and any future acquisitions, and manage growth;

•

our ability to recruit and retain key management and employees;

•

actions taken by the federal or state governments, such as executive orders or new or expanded regulations, that may impact future energy production in the U.S. and any acceleration of the domestic and/or international transition to a low-carbon economy as a result of the IRA or otherwise;

•

changes in laws and regulations (or the interpretation thereof), including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling and various other environmental matters;

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changes in effective tax rates, or adverse outcomes resulting from other tax increases or an examination of our income or other tax returns and tax inefficiencies;

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the severity and duration of world health events, natural disasters or inclement or hazardous weather conditions, including cold weather, hurricanes, droughts, earthquakes, flooding and tornadoes;

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evolving cybersecurity risks, such as those involving unauthorized access, third-party provider defects and service failures, denial-of-service attacks, malicious software, data privacy breaches by employees, insider or others with authorized access, cyber or phishing-attacks, ransomware, social engineering, physical breaches or other actions; and

•

other factors discussed elsewhere in this prospectus including in the section titled “Risk Factors.”

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the operation of business in our industry. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. This information should be considered carefully, together with other information in this prospectus and materials we file with the SEC. Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserves estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserves estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

DIVIDEND POLICY

While we intend to pay dividends, we have not adopted a formal written dividend policy to pay any particular amount of dividends based on the achievement of, or derivable from, any specific financial metrics. Furthermore, we are not contractually obligated to pay any dividends and do not have any required minimum dividend amount, and our credit facility limits our ability to pay dividends. If our board of directors determines to pay dividends in the future, the amount of such dividends may vary from quarter to quarter and may be significantly reduced or eliminated entirely. The actual amount of any dividends we pay may fluctuate depending on our cash flow needs, which may be impacted by the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs, potential acquisition opportunities and general industry and business conditions, including the level of use of our land and its resources. Given our reliance on our customers and their activity on our land, we cannot provide any assurance that we will pay dividends in the future. The declaration and payment of any dividends by us will be at the sole discretion of our board of directors, which may change our dividend policy or discontinue payment of dividends at any time. Our board of directors will take into account:

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general economic and business conditions;

•

our financial condition and results of operations;

•

our cash flows from operations and current and anticipated cash needs;

•

our capital requirements, including future acreage acquisitions;

•

legal, tax, regulatory and contractual (including under our credit facility and future financing arrangements) restrictions and implications on the payment of dividends by us to our shareholders or the payment of distributions by our subsidiaries to us; and

•

such other factors as our board of directors may deem relevant.

We are a holding company and have no material assets other than OpCo Units. As a consequence, our ability to declare and pay dividends to the holders of our Class A shares is subject to the ability of our subsidiaries to make distributions to OpCo and of OpCo to make distributions to us. The ability of our subsidiaries to make distributions to OpCo depends upon the amount of cash they generate from their businesses, the cash flow needs of our subsidiaries and the restrictions contained in our credit facility, any future financing arrangement or any other arrangement, as well as such subsidiaries’ governing documents. For more information see “Risk Factors—Risks Related to Our Corporate Structure and Our Class A Shares—Our ability to pay dividends to our shareholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.”

If OpCo makes such distributions, OpCo Unitholders, including LandBridge Holdings, will generally be entitled to receive equivalent distributions from OpCo on a pro rata basis. However, because we must pay federal income taxes, amounts ultimately distributed to Class A shareholders are expected to be less on a per share basis than the amounts distributed by OpCo to the OpCo Unitholders on a per unit basis.

Assuming OpCo makes distributions to us and the OpCo Unitholders, including LandBridge Holdings, in any given year, we intend to pay dividends in respect of our Class A shares out of some or all of such dividends, if any, remaining after the payment of taxes and other expenses. However, because our board of directors may determine to pay or not pay dividends in respect of our Class A shares based on the factors described above, holders of our Class A shares may not necessarily receive dividends, even if OpCo makes such distributions to us.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2024, as follows:

•

on an actual basis; and

•

on a pro forma basis to give effect to the Wolf Bone Acquisition, the Second Credit Agreement Amendment and the December Private Placement and the use of proceeds therefrom.

The information set forth below is illustrative only. The table below should be read in conjunction with, and is qualified in its entirety by reference to, the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated and unaudited pro forma condensed consolidated financial information for the periods and as of the dates indicated.


	As of September 30, 2024
	Actual			Pro Forma
	(in thousands, except number of common shares)
Cash and cash equivalents	$	14,417		$	27,718

Long-term debt:
Credit facility⁽¹⁾		281,250			348,500
Other		640			640
Current portion of long-term debt		(35,547	)		(35,547	)
Unamortized debt issuance costs		(3,913	)		(4,937	)

Total long-term debt		242,430			308,656

Equity:
Class A shares; unlimited shares authorized and 17,425,000 Class A shares issued and outstanding (actual); unlimited shares authorized and 23,255,419 Class A shares issued and outstanding (pro forma)		94,553			432,933
Class B shares; unlimited shares authorized and 55,726,603 Class B shares issued and outstanding (actual); unlimited shares authorized and 53,227,852 Class B shares issued and outstanding (pro forma)		—
Noncontrolling interest⁽²⁾		306,808			161,397

Total capitalization	$	643,791		$	902,986

(1)	As of December 30, 2024, we had $385.0 million of outstanding borrowings under our credit facility, consisting of $30.0 million of revolving credit facility borrowings and $355.0 million in term loan borrowings.

(2)

On a pro forma basis, includes the OpCo Units not owned by us, which represent approximately 70.0% of outstanding OpCo Units immediately after consummation of the December Private Placement and the use of proceeds therefrom. LandBridge Holdings holds a non-controlling economic interest in OpCo. We hold approximately 30.0% of outstanding OpCo Units immediately after the December Private Placement and the use of proceeds therefrom.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the section titled “Summary—Summary Historical Financial Data” and the accompanying financial statements and related notes included elsewhere in this prospectus. The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may affect our future results of operations, cash flows and financial position. Our actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including certain factors outside our control. Factors that could cause or contribute to such differences include, but are not limited to, market prices for oil and natural gas, production volumes, economic and competitive conditions, regulatory changes, including proposed tariffs, and other uncertainties, as well as those factors discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to publicly update any of these forward-looking statements except as otherwise required by applicable law.

Unless otherwise indicated, the historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only our historical financial results and does not give effect to the Pro Forma Transactions.

Market Condition and Outlook

Over the last several years, the global economy, and more specifically the oil and natural gas industry, has experienced significant volatility, impacted by the COVID-19 pandemic and recovery, the Russia-Ukraine war and the related sanctions imposed on Russia, as well as the Israel-Hamas conflict and heightened tensions in the Middle East, domestic political uncertainty, the activities of OPEC, a potential economic recession and elevated inflation, interest rates and costs of capital and industry consolidation. More recently, high levels of activity in the Delaware Basin have resulted in industry consolidation and labor and supply chain challenges, which has impacted drilling, completion and production activity. This volatility has driven material swings in WTI pricing, which has subsequently impacted development and production decisions of E&P companies.

Despite these challenges, we believe the outlook for the oil and natural gas industry, particularly within the Permian Basin, remains positive, which will subsequently require significant build out of related infrastructure in the region and access to surface acreage to support such operations.

In addition to positive momentum within the oil and natural gas industry, we expect to benefit from advancements in clean energy alternatives. In August 2022, the IRA was signed into law. The IRA contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. While these incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, like oil and natural gas, clean energy technologies often require access to material surface acreage and supporting infrastructure, which we are well positioned to facilitate.

For additional information regarding recent developments impacting the markets in which we operate, see “Summary” and “Summary—Recent Developments.”

Third Quarter Results

Significant financial and operating highlights for the third quarter of 2024 include:

•

Revenues of $28.5 million, an increase of 60% as compared to the third quarter of 2023;

•

Net loss of $2.8 million as compared to net income of $16.6 million in the third quarter of 2023;

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Net loss margin of 10% as compared to net income margin of 93% in the third quarter of 2023;

•

Adjusted EBITDA⁽¹⁾ of $25.0 million, an increase of 62% as compared with the third quarter of 2023;

•

Adjusted EBITDA Margin⁽¹⁾ of 88%, an increase of 1% as compared with the third quarter of 2023;

•

Cash flow from operating activities of $7.5 million, a decrease of 54% as compared to the third quarter of 2023;

•

Free Cash Flow⁽¹⁾ of $7.1 million, a decrease of 55% as compared to the third quarter of 2023;

•

Operating cash flow margin of 26%, a decrease of 65% as compared to the third quarter of 2023; and

•

Free Cash Flow Margin⁽¹⁾ of 25%, a decrease of 65% as compared to the third quarter 2023;

(1)

Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are non-GAAP financial measures. See “Summary—Non-GAAP Financial Measures” for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures. See also “—How We Evaluate Our Operations” for more information regarding Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin.

Net loss and net loss margin for the third quarter of 2024 include non-cash share-based compensation expense of $11.6 million, of which $1.8 million is attributable to RSUs issued by the Company and $9.8 million is attributable to Incentive Units issued by LandBridge Holdings. Net income and net income margin for the third quarter of 2023 include non-cash share-based compensation income of $6.9 million attributable to the NDB Incentive Units. Subsequent to the IPO, any actual cash expense associated with such Incentive Units is borne solely by LandBridge Holdings and not the Company. Distributions attributable to Incentive Units are based on returns received by investors of LandBridge Holdings once certain return threshold have been met and are neither an obligation of the Company nor taken into consideration for distributions to investors in the Company.

How We Generate Revenue

We generate revenue from multiple sources, including the use of our surface acreage, the sale of resources from our land and oil and gas and mineral royalties. The fees, royalty rates, payment structure and other related terms in our contracts are negotiated on a case-by-case basis, taking into account the surface use of our land, the type of resources extracted, the amount of use expected to be made of our land, and the amount of resources to be produced and/or extracted. In any given period, the amount and sources of revenues we receive from any particular customer can fluctuate based on the nature, timing and scope of such customer’s activities on our land. For example, during the initial phase of a customer’s activities on our land, we would generally expect to receive usage-based fees and revenues under our SURAs and SUAs related to installation of infrastructure necessary to support long-term operations. Over time, these revenues would generally be expected to migrate to royalty revenue and resource sales based on such customer’s use of our land and resources. Our revenue consists of the principal components discussed below.

Surface Use Royalties and Revenues

Surface Use Royalties. We enter into SURAs and certain overarching SUAs with operators that require royalty payments to us based on a percentage of the customer’s gross revenues derived from use of our land and/

or volumetric use of infrastructure installed on our land in exchange for rights of use of our land. Our SURAs typically obligate the operator to meter its volumetric utilization of infrastructure installed on our land and to include a report of such utilization for our review along with its periodic payment. Royalties we receive from operations under our SURAs include produced water transportation and handling operations, skim oil recovery and produced water throughput and waste reclamation. Our SURAs generally have terms ranging from a minimum of five years to 10 years and impose only nominal obligations on us. As of September 30, 2024: (i) produced water royalties under our SURAs ranged from $0.10 per barrel to $0.25 per barrel; and (ii) skim oil royalties under our SURAs ranged from 15% to 50% of net proceeds. However, the terms of our SURAs are negotiated on a customer-by-customer basis. Our SURAs typically do not include minimum purchase or use commitments by our customers but do generally provide for automatic renewal-based increases in royalties that are tied to the CPI or are negotiated on a case-by-case basis, depending on a number of factors, such as general economic conditions, the surface use of our land, competitor pricing and/or customer specific considerations. Our contractual provisions providing for inflation escalators are generally based on CPI or a specified fixed percentage, which may limit the amount of any single pricing increase. Such provisions may also vary as to the commencement date of such increases and the timing and calculation of the applicable adjustment based on the term of the agreement or particular use of our land. Our SURAs generally include standard provisions relating to maintenance by our customers of insurance of specified types and amounts, environmental, health and safety covenants and indemnification of us for the unauthorized use of hazardous material or environmental claims.

Easements and other surface-related income. SUAs permit operators to install drilling sites, pipelines, roadways, electric lines and other facilities and equipment on land owned by us. We typically receive a per-rod or per-acre fee when the contract is executed, based on the aggregate amount of our land that is utilized under such SUA, and we often receive additional fees at the beginning of each renewal period or on a monthly or annual basis. Such agreements typically include pre-defined terms for fees that we will receive for our customers’ development and use of drilling sites, new and existing roads, pipeline easements and electric transmission easements. Our SUAs generally require our customers to use the resources from our land, such as brackish water and sand, for their operations on our land, for which we receive our customary fees. Our SUAs generally have terms ranging from a minimum of five years to 10 years, with early termination rights for non-use over a pre-determined period of time, typically 12 to 18 months. Beyond making our land available in accordance with our SUAs, our SUAs impose only nominal obligations on us. As of September 30, 2024: (i) standard pipeline easements ranged from $20 per rod to $450 per rod based, in part, on the diameter of the pipeline and the easement term; (ii) road easements for new roads ranged from $75 per rod to $150 per rod based, in part, on the easement term; (iii) utility line easements ranged from $20 per rod to $150 per rod based, in part, on capacity and width of the utility line and the easement term; and (iv) well pads ranged from $7,000 per acre to $12,000 per acre. However, the terms of our SUAs are negotiated on a customer-by-customer basis. Our SUAs typically do not include minimum commitments with respect to the type and amount of infrastructure to be installed on our property or the amount of revenue to be received by us, but do generally provide for automatic renewal-based increases in royalties that are tied to the CPI or negotiated on a case-by-case basis, depending on a number of factors, such as general economic conditions, the surface use of our land, competitor pricing and/or customer specific considerations. Our contractual provisions providing for inflation escalators are generally based on CPI or a specified fixed percentage, which may limit the amount of any single pricing increase. Such provisions may also vary as to the commencement date of such increases and the timing and calculation of the applicable adjustment based on the term of the agreement or particular use of our land. Our SUAs generally include standard provisions relating to maintenance by our customers of insurance of specified types and amounts, environmental, health and safety covenants and indemnification of us for environmental claims.

Resource Sales and Royalties

Resource Sales. Resource sales generally include brackish water to be used primarily in well completions in exchange for a per barrel fee, which is negotiated and varies depending on the destination of the brackish water. We have strong relationships with, and contractual commitments from, many of the E&P companies in the Stateline Position. Additionally, the immediate proximity of our Stateline Position to the Texas-New Mexico

state border provides us the ability to deliver brackish water volumes into the otherwise constrained market in New Mexico. Similarly, our customers buy other surface composite materials from us for the construction of access roads and well pads for which we receive a fixed-fee per cubic yard extracted from our surface acreage. Our agreements related to the sale of resources generally have terms ranging from a minimum of five years to 10 years, with early termination rights for non-use over a pre-determined period of time, typically 12 to 18 months. As of September 30, 2024: (i) per barrel prices for brackish water sold to third parties on a spot basis ranged from $0.50 to $1.10; (ii) per barrel prices for brackish water sold to oil and gas producers ranged from $0.35 to $0.95; (iii) per barrel prices for brackish water sold to resellers for delivery into New Mexico ranged from $0.15 to $0.35; and (iv) prices for caliche ranged from $5 per cubic yard to $10 per cubic yard. Such agreements may include certain exclusivity rights, such as the exclusive right to require the purchase of the subject resource for any operations on our land, and may include minimum commitments that are negotiated on a case-by-case basis, taking into account the amount of activity on our land, the specific use of our land and any resultant production thereon, among other things. These agreements typically provide rights to monitor activities on our land and contain standard provisions relating to confidentiality, indemnification of us for environmental claims and maintenance of insurance of specified types and amounts.

Resource Royalties. We lease our surface acreage to customers to construct and operate at their expense brackish water wells and sand mines to provide in-basin water and sand for use in oil and natural gas completion operations. Such customers hold the exclusive right to the water and sand they extract from the leased surface acreage and may be required to make minimum royalty payments as a result. The agreements pursuant to which we receive resource royalties have varying primary terms of at least one year, and contain rights for renewal so long as the customer continues to operate on our land. We typically receive a fee when the contract is executed and a fixed royalty per barrel of water or ton of sand extracted. In situations where our customers do not operate brackish water wells on our surface but require the use of water for their operations, they generally must acquire such water from us for our customary fee. Such fees are negotiated on a case-by-case basis, depending on a number of factors, such as general economic conditions, the type of resources extracted, the amount of use expected to be made of our land or the amount of resources to be produced and/or extracted, competitor pricing and/or customer specific considerations. As of September 30, 2024, resource royalties received per ton of sand extracted ranged from $2.00 to $3.00, subject to certain minimum payment obligations, and resource royalties received per barrel of brackish water extracted ranged from $0.15 to $0.40. These leases generally do not impose minimum production requirements on our customers. These lease agreements contain standard provisions relating to confidentiality, indemnification of us for the unauthorized use of hazardous material or environmental claims and maintenance of insurance of specified types and amounts.

Oil and Gas Royalties

Oil and Gas Royalties. Oil and gas royalties are received in connection with oil and natural gas mineral interests owned by us. Oil and gas royalties are recognized as revenue as oil and gas are produced or severed from the mineral lease. The oil and gas royalties we receive are dependent upon market prices for oil and natural gas, and producer specific location and contractual price differences. Oil and gas royalties also include mineral lease bonus revenues. We receive lease bonus revenue by leasing our mineral interests to E&P companies. When we execute a mineral lease contract, the lease generally transfers the rights to any oil or natural gas discovered to the E&P company and grants us the right to a specified royalty interest payable on future production. Mineral lease bonuses are nonrefundable. Royalties from oil and natural gas production are generally negotiated on a case-by-case basis, depending on the particular mineral interests and holder of such mineral interests.

We expect our fee-based revenues to grow over time relative to our oil and gas royalties. While our focus is on fee-based arrangements, our oil and gas royalties fluctuate with market prices for oil and natural gas.

The following table presents the amount and relative percentage of each component of our revenues for the following periods:


	Three Months Ended September 30,										Nine Months Ended September 30,
	2024					2023					2024					2023
	Amount ($)		%			Amount ($)		%			Amount ($)		%			Amount ($)		%
Surface use royalties and revenues
Surface use royalties	$	9,854		34.6	%	$	3,193		18.0	%	$	21,031		28.6	%	$	8,590		15.5	%
Easements and other surface-related revenues		6,641		23.3	%		2,316		13.0	%		19,242		26.2	%		9,526		17.2	%
Resource sales and royalties
Resource sales		4,931		17.3	%		4,329		24.3	%		12,237		16.7	%		17,534		31.6	%
Resource royalties		4,158		14.6	%		1,638		9.2	%		9,382		12.8	%		4,810		8.7	%
Oil and gas royalties		2,903		10.2	%		6,323		35.5	%		11,563		15.7	%		14,948		27.0	%

Total revenue	$	28,487		100.0	%	$	17,799		100.0	%	$	73,455		100.0	%	$	55,408		100.0	%

The following table presents the amount and relative percentage of each component of our revenues for the following periods:


	Year Ended December 31,
	2023					2022
	Amount ($)		%			Amount ($)		%
Surface use royalties and revenues
Surface use royalties	$	13,216		18.1	%	$	7,672		14.8	%
Easements and other surface-related revenues		12,644		17.4	%		9,744		18.8	%
Resource sales and royalties
Resource sales		19,830		27.2	%		14,869		28.7	%
Resource royalties		6,432		8.8	%		1,206		2.4	%
Oil and gas royalties		20,743		28.5	%		18,286		35.3	%

Total revenue	$	72,865		100.0	%	$	51,777		100.0	%

Our revenues may vary significantly from period to period as a result of the activity level of producers on and around our land, the development of new revenue streams, commodity prices, changes in volumes produced on our land and our acquisition strategy, among other things, and are significantly dependent on our customers’ activities on and around our land. For example, oil and natural gas prices have historically been volatile. Lower commodity prices may decrease our revenues as customers on and around our land decrease their activity levels in response to low commodity prices. Although we intend to pursue additional opportunities to increase our revenue streams and introduce additional revenue components, including through solar power generation, power storage and battery projects, water treatment and desalination facilities, fueling stations, data centers, telecommunication towers and equipment and other opportunities, there can be no assurance that such revenue streams will materially diversify our revenue streams.

Costs of Conducting our Business

Our costs consist primarily of resource sales-related expenses, other operating and maintenance expenses to maintain our surface acreage and general administrative expenses. Our principal costs are as follows:

Resource Sales-Related Expenses. Resource sales-related expenses are costs incurred for utilization and maintenance of our assets and facilities in the extraction or production of resources available on our land that are sold by us. These costs generally include utilities to operate our facilities and assets and repairs and maintenance expenses related to those assets.

Other Operating and Maintenance Expenses. Operating and maintenance expenses are costs incurred for maintaining our surface acreage and other assets, including field operating overhead and supervision, production taxes, insurance costs, ad valorem and property taxes, and repairs and maintenance expense.

General and Administrative Expenses. General and administrative expenses include a corporate shared services allocation from WaterBridge, directly incurred corporate costs and share-based compensation expense. Corporate shared services generally include the cost of shared management and administrative services. The corporate shared service allocation is based on an approximation of time spent on activities supporting us as well as by underlying business activities. The shared service allocation expense is reimbursed to WaterBridge through the Shared Services Agreement. Direct corporate costs are incurred for direct corporate employees, including payroll, benefits and other employee-related expenses of our direct corporate staff, professional services that generally consist of audit, tax, legal and valuation services and expenses for corporate insurance policies.

Prior to the IPO, share-based compensation expense only included expense allocated to us for NDB LLC’s Incentive Unit plan. The NDB Incentive Unit awards were classified as liability awards by NDB LLC and required periodic remeasurement. On July 1, 2024, in accordance with the Division, the holders of the NDB Incentive Units were issued an identical number of Incentive Units at LandBridge Holdings. As of the date of the Division, the Incentive Units held at LandBridge Holdings are the only incentive units attributable and allocated to the Company. The Incentive Units are accounted for as a modification and have been transitioned to equity award accounting and, as such, do not require periodic remeasurements. The share-based compensation for the Incentive Units is fully allocated to the noncontrolling interest as the contractual obligation to satisfy the Incentive Units exists at LandBridge Holdings. Subsequent to the IPO, any actual cash expense associated with such Incentive Units is borne solely by LandBridge Holdings and not the Company.

In connection with the IPO, our board of directors adopted the LTIP. The LTIP allows for the grant of options, SARs, RSUs, share awards, dividend equivalents, other share-based awards, cash awards, substitute awards or any combination thereof. Under the LTIP, participants have been granted RSUs. Share-based compensation associated with RSUs is allocated between the Company and the noncontrolling interest based on relative ownership. Substantially all share-based compensation is included in general and administrative expense (income) with an immaterial amount included in other operating and maintenance expense on the unaudited condensed statements of operations prior to allocation to the noncontrolling interest.

How We Evaluate Our Operations

We use a variety of financial and operational metrics to assess the performance of our business.

Revenue

Revenue is a key performance metric of our company. We analyze realized monthly, quarterly and annual revenues and compare the results against our internal projections and budgets. Results are used to validate, or when applicable update, existing assumptions on macroeconomic drivers of our business, contractual mix driving average unit-level revenues and E&P customer development activity and commodity pricing, absent the impact of our operating costs.

Surface Use Economic Efficiency

We calculate surface use economic efficiency as (i) total revenues less oil and gas royalty revenues divided by (ii) owned surface acreage or in periods in which we acquire or dispose of acreage, the weighted average surface acreage owned during the period. This metric provides valuable insight into the effectiveness of our active land management strategy by examining our ability to generate value on our owned surface and track trends of our results over time, while inherently adjusting for any surface acreage acquisitions or divestitures that may occur. Further, we believe this metric serves as a worthwhile benchmark of our team’s management and growth strategy, as well as the relative value of our surface acreage, compared to our peers.

Adjusted EBITDA and Adjusted EBITDA Margin

Free Cash Flow and Free Cash Flow Margin

Factors Affecting the Comparability of Our Results of Operations

In this prospectus, we present our historical results of operations for the three and nine months ended September 30, 2024 and 2023 and for the years ended December 31, 2023 and 2022. Our future results of operations will not be directly comparable to our historical results of operations or the historical results of operations of our predecessor for the periods presented as a result of the significant growth of our business and new contracting activity completed during each year of our operation, which are not reflected in our operating results until such contracting activity has been completed. We have also experienced additional significant growth in our business following the completion of the Acquisitions, resulting in our future results of operations for periods following the consummation of such Acquisitions to not be directly comparable with our historical results.

Public Company Costs

As a result of the IPO, we incurred incremental, non-recurring costs related to our transition to a publicly traded and taxable entity, including the costs of the IPO and the costs associated with the initial implementation of our Sarbanes-Oxley Act internal controls and testing. We have incurred and expect to continue to incur additional significant and recurring expenses as a publicly traded company, including costs associated with SEC reporting and compliance requirements, consisting of the preparation and filing of annual and quarterly reports, registrar and transfer agent fees, national stock exchange fees, audit fees, legal fees, investor relations expenses,

incremental director and officer liability insurance costs and director and officer compensation expenses. These expenses are not included in our results of operations prior to the IPO. Additionally, we have hired additional employees and consultants, including accounting and legal personnel, in order to comply with the requirements of being a publicly traded company.

Corporate Reorganization

We were formed to serve as the issuer in the IPO and had no operations, assets or liabilities prior to the consummation of the IPO. Certain of the historical consolidated financial statements included in this prospectus are based on the financial statements of our accounting predecessor, OpCo, prior to the Corporate Reorganization in connection with the IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the Corporate Reorganization had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

Long-Term Incentive Plan

In order to incentivize individuals providing services to us or our affiliates, our board of directors adopted a long-term incentive plan (“LTIP”) for employees and directors. Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other person who provides services to us or our affiliates, including our directors, may be eligible to receive awards under the LTIP at the discretion of our board of directors or a committee thereof, as applicable. The LTIP provides for the grant, from time to time, at the discretion of our board of directors, or a committee thereof, of options, share appreciation rights, restricted shares, restricted share units, share awards, dividend equivalents, other share-based awards, cash awards, substitute awards and performance awards intended to align the interests of employees, directors and service providers with those of our shareholders. As such, our historical financial data may not present an accurate indication of what our actual results would have been if we had implemented the LTIP program prior to the periods presented within.

Acquisitions

During 2024, we acquired approximately 200,000 surface acres through the consummation of the Acquisitions, which will impact the comparability of our results of operations. We expect to pursue opportunistic future land acquisitions that compliment or expand our current land position, which may impact the comparability of our results.

Credit Facility

For information regarding our credit facility, please see “—Liquidity and Capital Resources—Debt Instruments—Credit Facility.”

Income Taxes

Prior to the IPO, OpCo and its subsidiaries were primarily entities that were treated as partnerships or disregarded entities for federal income tax purposes but were subject to certain minimal Texas franchise taxes. One of our subsidiaries is a qualified REIT for federal income tax purposes. There is no tax imposed on a REIT as long as the REIT complies with the applicable tax rules and avails itself of the opportunity to reduce its taxable income through distributions. A REIT must comply with a number of organizational and operational requirements, including a requirement that it must pay at least 90% of its taxable income to shareholders.

As a result of our predominately non-taxable structure historically, income taxes on taxable income or losses realized by our predecessor, OpCo, were generally the obligation of the individual members or partners. Accordingly, the financial data attributable to our predecessor, OpCo, contains no provision for U.S. federal

income taxes or income taxes in any state or locality (other than margin tax in the State of Texas). Following consummation of the IPO, although we are a limited liability company, we have elected to be taxed as a corporation and are subject to U.S. federal, state and local income taxes on our allocable share of the income and loss of OpCo.

Results of Operations

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023


	Three Months Ended September 30,
	2024			2023
	(In thousands)
Revenues:
Surface use royalties	$	9,854		$	3,193
Easements and other surface-related revenues		6,641			2,316
Resource sales		4,931			4,329
Oil and gas royalties		2,903			6,323
Resource royalties		4,158			1,638

Total revenues		28,487			17,799
Resource sales-related expense		423			1,003
Other operating and maintenance expense		708			701
General and administrative expense (income)		22,131			(5,571	)
Depreciation, depletion, amortization and accretion		2,038			2,562

Operating income		3,187			19,104
Interest expense, net		7,071			2,893
Other income, net		—			(526	)

(Loss) income from operations before taxes		(3,884	)		16,737
Income tax (benefit) expense		(1,128	)		104

Net (loss) income	$	(2,756	)	$	16,633

Total revenues. Total revenues increased by $10.7 million, or 60%, to $28.5 million for the three months ended September 30, 2024, as compared to $17.8 million for the three months ended September 30, 2023. The increase was primarily attributable to increased surface use royalties of $6.7 million, easements and other surface-related revenues of $4.3 million, resource royalties of $2.5 million and resource sales of $0.6 million, partially offset by decreased oil and gas royalties of $3.4 million. Please see our discussion below regarding comparative period variances in revenue sources.

Surface use royalties. Surface use royalties increased by $6.7 million, or 209%, to $9.9 million for the three months ended September 30, 2024, as compared to $3.2 million for the three months ended September 30, 2023. The increase was primarily attributable to increased produced water handling and associated skim oil royalties of $6.3 million and industrial waste handling royalties of $0.2 million on our surface for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

Easements and other surface-related revenues. Easements and other surface-related revenues increased by $4.3 million, or 187%, to $6.6 million for the three months ended September 30, 2024, as compared to $2.3 million for the three months ended September 30, 2023. The increase was primarily attributable to oil and gas transportation and gathering pipelines and produced water handling infrastructure of $3.4 million and other surface and subsurface easements of $0.8 million during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

Resource sales. Resource sales increased by $0.6 million, or 14%, to $4.9 million for the three months ended September 30, 2024, as compared to $4.3 million for the three months ended September 30, 2023. The increase was primarily attributable to an increase in brackish water sales volume by 0.7 million barrels, or 9%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, while the unit price per barrel of brackish water sold remained flat. The brackish water sales volume increase is primarily due to the timing of customer demand in the areas surrounding our surface acreage, primarily upstream drilling and completion operations.

Oil and gas royalties. Oil and gas royalties decreased by $3.4 million, or 54%, to $2.9 million for the three months ended September 30, 2024, as compared to $6.3 million for the three months ended September 30, 2023, which consists of decreased royalty income of $3.3 million and lower mineral lease income of $0.1 million. The decrease in mineral lease income is attributable to an immaterial adjustment to a mineral lease during the three months ended September 30, 2024, as compared to no activity during the three months ended September 30, 2023. The table below provides operational and financial data by oil and gas royalty stream for the periods indicated.


	Three Months Ended September 30,
	2024			2023
Net royalty volumes:
Oil (MBbls)		35			65
Natural Gas (MMcf)		179			229
NGL (MBbls)		18			30

Equivalents (MBoe)		83			133
Equivalents (MBoe/d)		0.9			1.5
Oil and gas royalties (in thousands):
Oil royalties	$	2,574		$	5,145
Natural gas royalties		79			653
NGL royalties		361			525

Oil and gas royalties		3,014			6,323

Mineral lease income	$	(111	)		—

Total oil and gas royalties	$	2,903		$	6,323

Realized prices
Oil ($/Bbl)	$	73.54		$	79.15
Natural gas ($/Mcf)	$	0.44		$	2.85
NGL ($/Bbl)	$	20.06		$	17.50
Equivalents ($/Boe)	$	36.31		$	47.54

Resource royalties. Resource royalties increased by $2.5 million, or 156%, to $4.2 million for the three months ended September 30, 2024, as compared to $1.6 million for the three months ended September 30, 2023. The increase was attributable to brackish water royalties in connection with the East Stateline Ranch acquisition of $2.5 million and increased sand mine volumes of $0.1 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

Resource sales-related expense. Resource sales related expense decreased by $0.6 million, or 60%, to $0.4 million for the three months ended September 30, 2024, as compared to $1.0 million for the three months ended September 30, 2023. The decrease was primarily attributable to lower utility expenses due to installation and connection to overhead electric infrastructure and lower water well repairs and maintenance for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

General and administrative expense (income). General and administrative expense (income), excluding share-based compensation expense, increased by $9.1 million, or 650%, to $10.5 million for the three months ended September 30, 2024, as compared to $1.4 million for the three months ended September 30, 2023. The increase was primarily attributable to Offering-related employee bonuses of $5.0 million, a contract termination payment of $2.6 million and higher professional services fees and other non-capitalizable expenses associated with transitioning to a publicly traded company of $1.3 million.

General and administrative expense (income), inclusive of share-based compensation, increased by $27.7 million, or 495%, to $22.1 million for the three months ended September 30, 2024, as compared to income of $5.6 million for the three months ended September 30, 2023. The increase was attributable to the change in share-based compensation expense of $18.5 million and increased cash expenses noted above. The share-based compensation is comprised of an increase related to the Incentive Units of $16.7 million and $1.8 million related to the issuance of RSUs issued during the three months ended September 30, 2024. The Incentive Units expense increase is primarily due to new issuances and post-modification equity award accounting amortization resulting in expense of $9.8 million for the three months ended September 30, 2024, as compared to income of $6.9 million for the three months ended September 30, 2023 due to the remeasurement of the NDB Incentive Units.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion decreased by $0.6 million, or 23%, to $2.0 million for the three months ended September 30, 2024, as compared to $2.6 million for the three months ended September 30, 2023. The decrease was primarily attributable to lower depletion expense of $0.6 million due to a natural decline in oil and gas production with minimal oil and gas royalty development activities during 2024.

Interest expense, net. Interest expense, net, increased by $4.2 million, or 145%, to $7.1 million for the three months ended September 30, 2024, as compared to $2.9 million for the three months ended September 30, 2023. The increase was primarily attributable to additional borrowings under our Credit Facilities during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023


	Nine Months Ended September 30,
	2024			2023
	(In thousands)
Revenues:
Surface use royalties	$	21,031		$	8,590
Easements and other surface-related revenues		19,242			9,526
Resource sales		12,237			17,534
Oil and gas royalties		11,563			14,948
Resource royalties		9,382			4,810

Total revenues		73,455			55,408
Resource sales-related expense		1,739			3,081
Other operating and maintenance expense		1,837			1,956
General and administrative expense (income)		98,114			(20,610	)
Depreciation, depletion, amortization and accretion		6,294			6,396

Operating (loss) income		(34,529	)		64,585
Interest expense, net		16,235			4,173
Other income		(241	)		(541	)

(Loss) income from operations before taxes		(50,523	)		60,953
Income tax (benefit) expense		(890	)		303

Net (loss) income	$	(49,633	)	$	60,650

Total revenues. Total revenues increased by $18.1 million, or 33%, to $73.5 million for the nine months ended September 30, 2024, as compared to $55.4 million for the nine months ended September 30, 2023. The increase was comprised of an increase in surface use royalties of $12.4 million, easements and other surface-related revenues of $9.7 million and resource royalties of $4.6 million, partially offset by decreased resource sales of $5.3 million and oil and gas royalties of $3.3 million. Please see our discussion below regarding comparative period variances in revenue sources.

Surface use royalties. Surface use royalties increased by $12.4 million, or 144%, to $21.0 million for the nine months ended September 30, 2024, as compared to $8.6 million for the nine months ended September 30, 2023. The increase was primarily attributable to increased produced water handling and associated skim oil royalties of $11.8 million and industrial waste handling royalties of $0.5 million on our surface for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

Easements and other surface-related revenues. Easements and other surface-related revenues increased by $9.7 million, or 102%, to $19.2 million for the nine months ended September 30, 2024, as compared to $9.5 million for the nine months ended September 30, 2023. The increase was primarily attributable to oil and natural gas gathering and transportation pipelines and produced water handling infrastructure of $7.6 million and $2.1 million in other surface easements for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

Resource sales. Resource sales decreased by $5.3 million, or 30%, to $12.2 million for the nine months ended September 30, 2024, as compared to $17.5 million for the nine months ended September 30, 2023. Brackish water sales volume decreased by 7.7 million barrels, or 22%, to 27.8 million barrels for the nine months ended September 30, 2024, as compared to 35.5 million barrels for the nine months ended September 30, 2023. Additionally, the per unit sales price decreased by approximately 15%. The brackish water sales volume decrease is primarily due to the timing of customer demand in the areas surrounding our surface acreage, primarily upstream drilling and completion operations. Lower unit sales rates are driven by the customer contract mix for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

Oil and gas royalties. Oil and gas royalties decreased by $3.3 million, or 22%, to $11.6 million for the nine months ended September 30, 2024, as compared to $14.9 million for the nine months ended September 30, 2023, which consists of decreased royalty income of $3.0 million offset by lower mineral lease income of $0.3 million. Mineral lease income decreased $0.3 million, primarily attributable to fewer net mineral acres leased during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The table below provides operational and financial data by oil and gas royalty stream for the periods indicated.


	Nine Months Ended September 30,
	2024		2023
Net royalty volumes:
Oil (MBbls)		123		163
Natural Gas (MMcf)		534		482
NGL (MBbls)		55		47

Equivalents (MBoe)		267		290
Equivalents (MBoe/d)		1.0		1.1
Oil and gas royalties (in thousands):
Oil royalties	$	9,460	$	12,188
Natural gas royalties		554		1,221
NGL royalties		1,142		879

Oil and gas royalties		11,156		14,288

Mineral lease income	$	407		660

Total oil and gas royalties	$	11,563	$	14,948


	Nine Months Ended September 30,
	2024		2023
Realized prices
Oil ($/Bbl)	$	76.91	$	74.77
Natural gas ($/Mcf)	$	1.04	$	2.53
NGL ($/Bbl)	$	20.76	$	18.70
Equivalents ($/Boe)	$	41.78	$	49.27

Resource royalties. Resource royalties increased by $4.6 million, or 96%, to $9.4 million for the nine months ended September 30, 2024, as compared to $4.8 million for the nine months ended September 30, 2023. The increase was primarily attributable to brackish water royalties in connection with the East Stateline Ranch acquisition of $3.6 million and an increase attributable to sand mine royalty rates of $0.5 million and sand mine volumes of $0.4 million.

Resource sales-related expense. Resource sales-related expense decreased by $1.4 million, or 45%, to $1.7 million for the nine months ended September 30, 2024, as compared to $3.1 million for the nine months ended September 30, 2023. The decrease was primarily attributable to lower utility expenses and purchase of third-party water and transfer costs associated with sales of brackish water driven by the lower volumes sold during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

Other operating and maintenance expense. Other operating and maintenance expense decreased by $0.2 million, or 10%, to $1.8 million for the nine months ended September 30, 2024, as compared to $2.0 million for the nine months ended September 30, 2023. The decrease was primarily attributable to lower production taxes on oil and gas royalties due to decreased oil and gas royalty income for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

General and administrative expense (income). General and administrative expense (income), excluding share-based compensation expense, increased by $10.2 million, or 268%, to $14.0 million for the nine months ended September 30, 2024, as compared to $3.8 million for the nine months ended September 30, 2023. The increase was primarily attributable to Offering-related employee bonuses of $5.0 million, a contract termination payment of $2.6 million, higher professional services fees and other non-capitalizable expenses associated with transitioning to a publicly traded company of $1.3 million, professional services fees primarily associated with amending the Company’s Credit Facilities in conjunction with acquisition-related activities and entity restructuring of $0.7 million and $0.3 million in increased corporate shared services allocation from WaterBridge.

General and administrative expense (income), inclusive of share-based compensation, increased by $118.7 million, or 576%, to expense of $98.1 million for the nine months ended September 30, 2024, as compared to income of $20.6 million for the nine months ended September 30, 2023. The increase was attributable to the change in share-based compensation expense of $108.5 million and increased cash expenses noted above. The share-based compensation is comprised of an increase related to the Incentive Units of $106.8 million and $1.8 million related to the issuance of RSUs. The Incentive Units expense increase is primarily due to the periodic remeasurements of NDB Incentive Units prior to the Division of $72.6 million when the awards were accounted for as liability awards at NDB LLC and new issuances and post-modification equity award accounting amortization of $9.8 million for the nine months ended September 30, 2024, as compared to income of $24.4 million due to remeasurement of the NDB Incentive Units for the nine months ended September 30, 2023.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion decreased by $0.1 million, or 2%, to $6.3 million for the nine months ended September 30, 2024, as compared to $6.4 million for the nine months ended September 30, 2023. The decrease was primarily attributable to lower

depletion expense of $0.2 million due to a natural decline in oil and gas production with minimal oil and gas royalty development activities during 2024 partially offset by higher depreciation expense of $0.1 million related to capital expenditures associated with brackish water supply infrastructure.

Interest expense, net. Interest expense, net, increased by $12.0 million, or 286%, to $16.2 million for the nine months ended September 30, 2024, as compared to $4.2 million for the nine months ended September 30, 2023. The increase was primarily attributable to additional principal borrowings under our Credit Facilities during the nine months ended September 30, 2024, as compared to borrowings under our then-existing debt instruments for the nine months ended September 30, 2023.

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022


	Year Ended December 31,
	2023			2022
	(In thousands)
Revenues:
Oil and gas royalties	$	20,743		$	18,286
Easements and other surface-related revenues		12,644			9,744
Resource sales		19,830			14,869
Surface use royalties		13,216			7,672
Resource royalties		6,432			1,206

Total revenues		72,865			51,777
Resource sales-related expense		3,445			3,840
Other operating and maintenance expense		2,740			2,648
General and administrative (income) expense		(12,091	)		41,801
Depreciation, depletion, amortization and accretion		8,762			6,720

Operating income (loss)		70,009			(3,232	)
Interest expense, net		7,016			3,108
Other income, net		(549	)		(143	)

Income (loss) from operations before taxes		63,542			(6,197	)
Income tax expense		370			164

Net income (loss)	$	63,172		$	(6,361	)

Total revenues. Total revenues increased by $21.1 million, or 41%, to $72.9 million for the year ended December 31, 2023, as compared to $51.8 million for the year ended December 31, 2022. The increase was comprised of an increase in oil and gas royalties of $2.5 million, resource sales of $4.9 million, easements and other surface-related revenues of $2.9 million, surface use royalties of $5.5 million and resource royalties of $5.2 million. Please see our discussion below regarding comparative period variances in revenue sources.

Oil and gas royalties. Oil and gas royalties decreased by $2.5 million, or 13%, to $20.7 million for the year ended December 31, 2023, as compared to $18.3 million for the year ended December 31, 2022. Mineral lease income increased $0.2 million, primarily attributable to additional mineral interests leased during the year ended December 31, 2023, as compared to the year ended December 31, 2022. The table below provides operational and financial data by oil and gas royalty stream for the year ended December 31, 2023, and the year ended December 31, 2022.


	Year Ended December 31,
	2023		2022
Net royalty volumes:
Oil (MBbls)		225		145
Natural Gas (MMcf)		693		438
NGL (MBbls)		68		24

Equivalents (MBoe)		409		242
Equivalents (MBoe/d)		1.1		0.7
Oil and gas royalties (in thousands):
Oil royalties	$	17,138		13,897
Gas royalties		1,623		2,965
NGL royalties		1,322		929
Mineral lease income		660		495

Total oil and gas royalties	$	20,743	$	18,286

Realized prices
Oil ($/Bbl)	$	76.17	$	95.84
Natural gas ($/Mcf)	$	2.34	$	6.77
NGL ($/Bbl)	$	19.44	$	38.71
Equivalents ($/Boe)	$	49.10	$	73.52

Resource sales. Resource sales increased by $4.9 million, or 33%, to $19.8 million for the year ended December 31, 2023, as compared to $14.9 million for the year ended December 31, 2022. The increase was primarily attributable to higher realized per unit sales prices. Brackish water sales volume decreased by 2.9 million barrels, or 7%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022. However, the per unit sales price increased by approximately 50%, which more than offset the decline in volume. The brackish water sales volume decrease is primarily due to a shift in focus to higher margin sales in Texas rather than lower margin, long haul sales into New Mexico resulting in lower sales volume but increased overall water sales revenues for the year ended December 31, 2023, as compared to December 31, 2022.

Easements and other surface-related revenue. Easements and other surface-related revenue increased by $2.9 million, or 30%, to $12.6 million for the year ended December 31, 2023, as compared to $9.7 million for the year ended December 31, 2022. The increase was primarily attributable to new oil and natural gas transportation and gathering pipelines and continued expansion of the WaterBridge produced water handling infrastructure for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Surface use royalties. Surface use royalties increased by $5.5 million, or 72%, to $13.2 million for the year ended December 31, 2023, as compared to $7.7 million for the year ended December 31, 2022. The increase was primarily attributable to new produced water throughput agreements and increased WaterBridge produced water handling on our surface for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Resource royalties. Resource royalties increased by $5.2 million, or 433%, to $6.4 million for the year ended December 31, 2023, as compared to $1.2 million for the year ended December 31, 2022. The increase was primarily attributable to increased sand mine royalties. The sand mine commenced operations in September 2022 resulting in a full year of royalty revenue in 2023, as compared to four months for the year ended December 31, 2022.

Resource sales-related expenses. Resource sales related expenses decreased by $0.4 million, or 10% to $3.4 million for the year ended December 31, 2023, as compared to $3.8 million for the year ended December 31, 2022. The decrease was primarily attributable to lower utility expenses associated with sales of brackish water driven by the lower volumes sold during the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Other operating and maintenance expense. Other operating and maintenance expense increased by $0.1 million, or 3%, to $2.7 million for the year ended December 31, 2023, as compared to $2.6 million for the year ended December 31, 2022. The increase was primarily attributable to higher production taxes on oil and gas and skim oil royalties due to increased additional upstream production wells drilled and completed on our mineral acreage and increased produced water handling activity on our surface for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

General and administrative expense. General and administrative expense, excluding share-based compensation expense, decreased by $0.3 million, or 5%, to $5.1 million for the year ended December 31, 2023, as compared to $5.4 million for the year ended December 31, 2022. The decrease was primarily attributable to lower professional services fees of $0.7 million for cancelled acquisitions and audit and tax services and lower employee compensation expense of $0.2 million related to short-term variable compensation offset by $0.6 million in increased corporate shared services allocation from WaterBridge. General and administrative expense, inclusive of share-based compensation, decreased by $53.9 million, or 129%, to income of $12.1 million for the year ended December 31, 2023, as compared to expense of $41.8 million for the year ended December 31, 2022. The decrease was primarily attributable to the change in share-based compensation expense of $53.6 million. Share-based compensation is associated with NDB LLC’s Incentive Units which are allocated to us. Such Incentive Units are classified as liability awards and primarily reflect the impacts of change in the liability remeasurement. See “Note 10—Share-Based Compensation” within the notes to our consolidated financial statements included elsewhere in this prospectus.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased by $2.0 million, or 30%, to $8.8 million for the year ended December 31, 2023, as compared to $6.7 million for the year ended December 31, 2022. The increase was primarily attributable to higher depletion expense of $1.4 million due to increased oil and gas royalty development activities and depreciation expense of $0.6 million related to capital expenditures associated with brackish water supply sales.

Interest expense, net. Interest expense, net increased by $3.9 million, or 126%, to $7.0 million for the year ended December 31, 2023, as compared to $3.1 million for the year ended December 31, 2022. The increase was primarily attributable to additional principal borrowings under our credit facility during the year ended December 31, 2023, as compared to the year ended December 31, 2022. See “—Liquidity and Capital Resources” for additional information regarding the Company’s debt instruments and interest expense.

Income tax expense. Income tax expense increased by $0.2 million, or 126%, to $0.4 million for the year ended December 31, 2023, as compared to $0.2 million for the year ended December 31, 2022. The increase was primarily attributable to higher Texas franchise tax related to increased taxable income. See “Note 7—Income Taxes” within the notes to our consolidated financial statements included elsewhere in this prospectus.

Liquidity and Capital Resources

Overview

Historically, our primary sources of liquidity have been capital contributions from NDB LLC, cash flows from operating activities and borrowings under our debt instruments. Following the completion of the IPO, our primary sources of liquidity are cash flows from operating activities and, if required, proceeds from borrowings under our credit facility. Our primary liquidity and capital requirements will be for our operating expenses, servicing of our debt, the payment of dividends to our shareholders, general company needs and investing in our business, including the potential acquisition of additional surface acreage, such as the Acquisitions. We believe that we are able to fully fund our ongoing capital expenditures, working capital requirements and other capital needs for the foreseeable short-term and long-term future through cash on hand and cash flows from our operating activities. Although we believe that we will be able to fully fund our ongoing capital expenditures,

working capital requirements and other capital needs for the foreseeable future through cash on hand and cash flows from our operating activities, we may choose to use borrowings under our credit facility to finance our operating and investing activities.

We strive to maintain financial flexibility and proactively monitor potential capital sources, including equity and debt financing, to meet our target liquidity and capital requirements. If market conditions were to change and our revenues were to decline significantly or operating costs were to increase, our cash flows and liquidity could be reduced and we could be required to seek alternative financing sources. As of September 30, 2024, we had a working capital deficit, defined as current assets less current liabilities, of $11.7 million and we had cash and cash equivalents of $14.4 million. As of December 31, 2023, we had working capital of $25.2 million and cash and cash equivalents of $37.8 million.

Cash Flow

The following tables summarize our cash flow for the periods indicated:

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023


	Nine Months Ended September 30,
	2024			2023
	(In thousands)
Consolidated Statement of Cash Flow Data:
Net cash provided by operating activities	$	40,708		$	40,559
Net cash used in investing activities		(432,021	)		(2,623	)
Net cash provided by (used in) financing activities		367,907			(45,995	)

Net decrease in cash and cash equivalents	$	(23,406	)	$	(8,059	)

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $0.1 million or less than 1% to $40.7 million for the nine months ended September 30, 2024, as compared to $40.6 million for the nine months ended September 30, 2023. The increase was attributable to cash flow related to working capital accounts, primarily accounts receivable, of $2.1 million offset by lower net income, net of non-cash items, of $2.0 million.

Net Cash Used in Investing Activities. Net cash used in investing activities increased $429.4 million or 16,515% to $432.0 million for the nine months ended September 30, 2024, as compared to $2.6 million for the nine months ended September 30, 2023. The increase was attributable to acquisition-related expenditures of $431.3 million consisting of the purchase of the Spring 2024 Acquisitions offset by lower capital expenditures, primarily supporting brackish water supply sales, of $1.9 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

Net Cash Provided by (Used In) Financing Activities. Net cash provided by financing activities increased $413.9 million or 900% to $367.9 million of cash provided by financing activities for the nine months ended September 30, 2024, as compared to cash used of $46.0 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, cash provided by financing activities consisted of $271.3 million of proceeds from the IPO, net of offering costs and discount, $147.5 million of debt borrowings, net of repayments and debt issuance costs, primarily used to fund the Spring 2024 Acquisitions, offset by net distributions to member prior to the Corporate Reorganization of $50.9 million. For the nine months ended September 30, 2023, cash used in financing activities was attributable to member distributions of $105.2 million and by debt proceeds, net of repayments and issuance costs, of $59.2 million.

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022


	Year Ended December 31,
	2023			2022
	(In thousands)
Consolidated Statement of Cash Flow Data:
Net cash provided by operating activities	$	53,042		$	20,500
Net cash used in investing activities		(2,772	)		(11,672	)
Net cash (used in) provided by financing activities		(37,798	)		3,269

Net increase in cash and cash equivalents	$	12,472		$	12,097

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $32.5 million to $53.0 million for the year ended December 31, 2023, as compared to $20.5 million for the year ended December 31, 2022. The increase was primarily attributable to higher net income, net of non-cash items of $18.1 million, lower federal income taxes paid of $8.4 million (see “Note 7—Income Taxes” within the notes to our consolidated financial statements included elsewhere in this prospectus), and an increase related to working capital accounts of $6.0 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Net Cash Used in Investing Activities. Net cash used in investing activities decreased $9.0 million to $2.8 million for the year ended December 31, 2023, as compared to $11.7 million for the year ended December 31, 2022. The decrease was attributable to no acquisition-related expenditures for the year ended December 31, 2023 as compared to $8.4 million for the year ended December 31, 2022 and lower capital expenditures, primarily supporting brackish water supply sales, of $0.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Net Cash Used in Financing Activities. Net cash used in financing activities increased $41.1 million to $37.8 million for the year ended December 31, 2023, as compared to cash provided by financing activities of $3.3 million for the year ended December 31, 2022. For the year ended December 31, 2023, cash used in financing activities consisted of $105.2 million in distributions to members offset by debt borrowings, net of repayments and debt issuance costs, of $69.1 million and deferred offering costs of $1.7 million. For the year ended December 31, 2022, cash provided by financing activities was attributable to member contributions of $11.0 million offset by debt repayments of $6.6 million and distributions to member of $1.1 million.

Capital Requirements

We focus our business model on entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, while minimizing our capital requirements for both current and future commercial opportunities, resulting in the ability to create significant free cash flows. Our contracts generally include inflation escalators, which, when combined with our relatively low operating and capital expenditures, may assist in mitigating our exposure to broader inflationary pressures. As a landowner, we incur the initial cost to acquire our acreage, but thereafter we incur modest development capital expenditures and operating expenses as it relates to operations on our land or our mineral and royalty interests, as such expenses are borne primarily by our customers. As a result, we expect that additional significant capital expenditures would be related to our acquisition of additional surface acreage, such as the Acquisitions, should we elect to do so.

The amount and allocation of future acquisition-related capital expenditures will depend upon a number of factors, including the size of the acquisition opportunity, our cash flows from operating activities and our investing and financing activities. For the three months ended September 30, 2024, we incurred approximately $0.8 million for acquisition-related capital expenditures. For the nine months ended September 30, 2024, we

incurred approximately $431.3 million in acquisition-related capital expenditures, inclusive of $2.7 million of transaction-related expenses, in connection with the consummation of the Spring 2024 Acquisitions.

We periodically assess changes in current and projected cash flows, acquisition and divestiture activities and other factors to determine the effects on our liquidity. We believe that our cash on hand and cash flow from operating activities will provide us with sufficient liquidity to execute our current strategy. However, our ability to generate cash is subject to a number of factors that may directly or indirectly affect us, many of which are beyond our control, including commodity prices and general economic, financial, competitive, legislative, regulatory and other factors. If we require additional capital for acquisitions or other reasons, we may seek such capital through traditional borrowings under our debt instruments, offerings of debt and equity securities or other means. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to complete acquisitions that may be favorable to us.

As our board of directors declares cash dividends to our Class A shareholders, we expect the dividend to be paid from Free Cash Flow. We do not currently expect to borrow funds or to adjust planned capital expenditures to finance dividends on our Class A shares. The timing, amount and financing of dividends, if any, will be subject to the discretion of our Board from time to time. See “Dividend Policy.”

Debt Instruments

Ag Loan

On October 14, 2021, our subsidiary, Delaware Basin Ranches, Inc., entered into a $65.0 million credit agreement (the “Ag Loan”) that was scheduled to mature on October 1, 2028. Borrowings under the Ag Loan were repaid in full with borrowings under our new credit facility in July 2023.

Credit Facility

On July 3, 2023, we entered into our credit facility which initially provided for (i) a four-year $100.0 million term loan facility (“Term Loan”) and (ii) a four-year $50.0 million revolving credit facility (“Revolving Credit Facility”), each of which matures on July 3, 2027. In connection with entering into our credit facility, we borrowed $100.0 million under the Term Loan and borrowed $25.0 million under the Revolving Credit Facility. Net proceeds from these borrowings were used to repay the $49.4 million outstanding under our prior credit facility and to make a distribution of $72.9 million to NDB LLC. On May 10, 2024, in order to fund a portion of the purchase price for the Spring 2024 Acquisitions, we entered into a credit agreement amendment (the “First Credit Agreement Amendment” and, together with the Second Credit Agreement Amendment, the “Credit Agreement Amendments”), which, among other things, increased the principal amount of the Term Loan to $350.0 million and the maximum available amount under the Revolving Credit Facility to $75.0 million. Following our entry into the First Credit Agreement Amendment, we borrowed $265.0 million under our credit facility to fund a portion of the purchase price of the Spring 2024 Acquisitions. On November 4, 2024, we entered into the Second Credit Agreement Amendment, which, among other things, increased the maximum available amount under our Revolving Credit Facility to $100.0 million, increased the principal amount of the Term Loan to $300.0 million, with an additional $75.0 million uncommitted delayed draw term loan, and eliminate the Company’s obligation to make Term Loan amortization payments. Following our entry into the Second Credit Agreement Amendment, we borrowed $55.0 million to fund a portion of the purchase price of the Wolf Bone Acquisition. Our credit facility is secured by a first-priority lien on substantially all of our assets and guaranteed by us and our subsidiaries (other than certain immaterial subsidiaries). Our credit facility includes certain affirmative and restrictive covenants common in such agreements that apply to DBR Land and its subsidiaries. As of December 30, 2024, we had $385.0 million of total debt outstanding, inclusive of $355.0 million outstanding under the Term Loan and $30 million outstanding under our Revolving Credit Facility. See “Note 8–Debt” within the notes to our consolidated financial statements included elsewhere in this prospectus for further information with respect to such affirmative and restrictive covenants.

The estimated fair value of our credit facility approximates the principal amount outstanding because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

We may elect for outstanding borrowings under our credit facility to accrue interest at a rate based on either (i) a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus 0.10%, or (ii) the base rate, in each case plus an applicable margin. Borrowings under our credit facility accrue interest based on a five-tiered pricing grid tied to our current leverage ratio. The applicable margin ranges from (i) prior to the consummation of the IPO, 3.00% to 4.00% in the case of Term SOFR loans and letter of credit fees, and 2.00% to 3.00% in the case of base rate loans, and commitments fees of 0.50%, and (ii) following consummation of the IPO, 2.75% to 3.75% in the case of Term SOFR loans and letter of credit fees, and 1.75% to 2.75% in the case of base rate loans, and commitment fees range from 0.375% to 0.50%. Our credit facility is secured by a first priority security interest in substantially all of our assets and the assets of our restricted subsidiaries, which are party to our credit facility as guarantors, and all outstanding equity interests issued by DBR Land, which are held by OpCo.

As of September 30, 2024, we had $281.3 million of outstanding borrowings consisting of $15.0 million of revolving credit borrowings and $266.3 million of term loan borrowings. The weighted average interest rate on the total amount of borrowings outstanding under new credit facility for the three months ended September 30, 2024 was 8.54% in the case of revolving credit borrowings, and 8.56% in the case of term loan borrowings. The weighted average interest rate on the total amount of borrowings outstanding under new credit facility for the nine months ended September 30, 2024 was 8.45% in the case of revolving credit borrowings and 8.49% in the case of term loan borrowings. We are currently in compliance with all affirmative and negative covenants under our new credit facility.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures of contingent assets and liabilities. We consider our critical accounting estimates those that require subjectivity and that could inherently influence our financial result based on changes in those estimates.

Share-Based Compensation

Incentive Units

The Company accounts for share-based compensation expense for incentive units granted in exchange for employee services.

Prior to the Division, our management and employees participated in an equity-based incentive unit plan, managed by NDB LLC, the direct parent of the Company.

The NDB Incentive Units represented a substantive class of equity of NDB LLC and were accounted for under FASB ASC 718. Features of the NDB Incentive Units included the ability for NDB LLC to repurchase NDB Incentive Units during a 180-day option period, whereby the fair value price was determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the NDB Incentive Unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. NDB LLC classified the NDB Incentive Units as liability awards. The liability related to the NDB Incentive Units was recognized at NDB LLC as the entity responsible for satisfying the obligation. Share-based compensation income or expense pushed down to the Company was recognized as a deemed non-cash contribution to or distribution from member’s equity on the condensed consolidated balance sheets. The

share-based compensation income or expense was recognized consistent with NDB LLC’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

At each reporting period, the NDB Incentive Units were remeasured at their fair value, consistent with liability award accounting, using a Monte Carlo Simulation. The Monte Carlo Simulation requires judgment in developing assumptions, which involve numerous variables. These variables include, but are not limited to, the expected unit price volatility over the term of the awards, the expected distribution yield and the expected life of the NDB Incentive Unit. The vested portion of the NDB Incentive Unit liability was allocated pro rata to the Company, and other NDB LLC operating subsidiaries, as general and administrative expense or income on the consolidated statements of operations. The allocation was based on the Company’s share of the aggregate equity value derived in NDB LLC’s business enterprise valuation.

The Company updated its assumptions each reporting period based on new developments and adjusted such amounts to fair value based on revised assumptions, if applicable, over the vesting period. The fair value measurement was based on significant inputs not observable in the market, and thus represented Level 3 inputs within the fair value hierarchy.

The risk-free rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of each award and updated at each balance sheet date for the time period approximating the expected term of such award. The expected distribution yield was based on no previously paid distributions and no intention of paying distributions on the NDB Incentive Units for the foreseeable future.

Due to the Company not having sufficient historical volatility, the Company used the historical volatilities of publicly traded companies that were similar to the Company in size, stage of life cycle and financial leverage.

On July 1, 2024, as a result of the Division, holders of NDB Incentive Units received an identical number of Incentive Units consisting of time-based awards of profits interests in LandBridge Holdings. Following the Division, the Incentive Units held at LandBridge Holdings are the only Incentive Units attributable and allocated to the Company.

Further, as part of the Division, the repurchase feature triggering liability award accounting of the NDB Incentive Units under the Amended and Restated Limited Liability Company Agreement of NDB LLC (the “NDB LLC Agreement”) was amended in connection with the entry into the LandBridge Holdings Limited Liability Company Agreement, dated July 1, 2024 (the “Holdings LLC Agreement”). Features of the Incentive Units include the ability for LandBridge Holdings to repurchase Incentive Units during a 180-day option period, whereby the fair value price is determined as of the repurchase date. As such, beginning on July 1, 2024, the Incentive Units are no longer required to be remeasured at fair value, as the modification results in equity award classification and accounting. See “Note 8—Share-Based Compensation” for additional information related to the modification.

Distributions attributable to Incentive Units are based on returns received by investors of LandBridge Holdings once certain return thresholds have been met. Incentive Units are solely a payment obligation of LandBridge Holdings, and neither the Company nor OpCo has any cash or other obligation to make payments in connection with the Incentive Units.

Revenue Recognition

Oil and gas royalties

mineral lease. The oil and gas royalties we receive includes variable consideration that is dependent upon market prices for oil and gas, and producer specific location and contractual price differences. As a result, our oil and gas royalty revenues are typically constrained at the inception of the contract but will be resolved once volumes are produced and settled. Oil and gas royalty payments are typically received one to three months following the month of production. We accrue oil and gas royalties produced but not yet paid based on the historical or estimated royalty interest production and current market prices, net of estimated location and contract pricing differentials. The difference between estimated and actual amounts received for oil and gas royalties are recorded in the period the payment is received.

We monitor drilling and completion activity on our mineral acreage position from publicly available sources to identify when new royalty interest production may be coming online. We estimate our royalty interest ownership in new production wells based on our assessment of available information. Ultimate determination of division order interest from the operator could results in amounts that differ from our initial estimates. The differences related to estimated interest estimated and actual division order interest are recorded in the period in which final division orders are issued or in the period in which the initial payment is received.

During the three and nine months ended September 30, 2024 and 2023, we accrued $1.3 million and $3.6 million of oil and gas royalties in our condensed consolidated statements of operations, respectively.

During years ended December 31, 2023 and 2022, we accrued $3.2 million and $4.8 million of oil and gas royalties in our condensed consolidated statements of operations, respectively.

Recently Issued Accounting Pronouncements

We adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), on January 1, 2023, which changed how we account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The adoption of this did not have a significant impact on our financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). This guidance requires a public entity, including entities with a single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. We plan to adopt this guidance and conform with the applicable disclosures retrospectively when it becomes mandatorily effective for our annual report for the year ending December 31, 2024.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This guidance further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. We plan to adopt this guidance and conform with the disclosure requirements when it becomes mandatorily effective for our annual report for the year ending December 31, 2025.

Internal Controls and Procedures

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. We are required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which requires our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of the effectiveness of our internal control over financial reporting under Section 404 until our second annual report on Form 10-K after our IPO.

Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting and will not be required to do so for as long as we are an “emerging growth company” and/or a “smaller reporting company” under applicable federal securities laws.

Off Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risks, which includes the effects of adverse changes in commodity prices and counter-party and customer credit risks and interest rate risk as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and counter-party and customer credit and interest rate risk. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Commodity Price Risks

One of our major market risk exposures relates to the prices that our customers receive for the oil and natural gas produced from, or serviced on, our land. The market for the use of our land and its resources is indirectly exposed to fluctuations in the price of oil and natural gas, to the extent such fluctuations impact drilling, completion and production activity levels and thus impact the activity levels of our customers in the exploration and production and oilfield services industries. Realized prices are primarily driven by the prevailing prices for oil and natural gas in the United States. We are also directly exposed to these risks with respect to revenues we receive from the oil and natural gas interests. Pricing for oil and natural gas has been historically volatile and unpredictable, and we expect this volatility to continue in the future.

During the past five years, the Henry Hub spot market price for natural gas has ranged from a low of $1.25 per MMBtu in March 2024 to a high of $23.86 per MMBtu in February 2021. The posted price for WTI has ranged from a low of negative $36.98 per barrel in April 2020 to a high of $123.64 per barrel in March 2022. As of September 30, 2024, the Henry Hub spot market price of natural gas was $2.65 per MMBtu and the posted price for oil was $68.75 per barrel. Lower prices may not only decrease our revenues, but also potentially the amount of oil and natural gas that our customers can produce or service economically. We expect this market will continue to be volatile in the future. A substantial or extended decline in commodity prices may adversely affect our results of operations, cash flows and financial position.

We do not currently intend to hedge our indirect exposure to commodity price risk. We may in the future enter into derivative instruments, such as collars, swaps and basis swaps, to partially mitigate the impact of commodity price volatility. These hedging instruments would allow us to reduce, but not eliminate, the potential effects of the variability in cash flow from operations due to fluctuations in oil and natural gas prices.

Market Risks

Demand for the use of land and resources are largely dependent upon the level of activity in the energy industry in the Permian Basin. These activity levels are influenced by numerous factors over which we have no control, including: the supply of and demand for oil and natural gas; the level of prices and expectations about future prices of oil and natural gas; the cost of exploring for, developing, producing and delivering oil and natural gas; the expected rates of declining current production; the discovery rates of new oil and natural gas reserves; available pipeline, rail and other transportation capacity; weather conditions; domestic and worldwide economic

conditions; political instability domestically, as a result of recent elections or otherwise, and in oil-producing countries; environmental regulations; technical advances affecting energy consumption; the transition to a low-carbon economy; the price and availability of alternative fuels; technological advancements in the production of alternative energy; the ability of energy companies to raise equity capital and debt financing; and industry consolidation and merger and divestiture activity among energy companies.

The level of U.S. energy production, including oil and natural gas development activity, is volatile. Any prolonged and substantial reduction in oil and natural gas prices would likely affect development and production activity levels and therefore affect demand for oil and natural gas and the use of our land and resources. A material decline in energy, including oil and natural gas, prices or Permian Basin activity levels could have an adverse effect on our results of operations, cash flows and financial position.

Counterparty and Customer Credit Risks

We are subject to risks of loss resulting from nonpayment or nonperformance by our counter-parties and customers of their contractual obligations. Our principal exposure to credit risk is through receivables generated by the activities of customers on our land. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. We examine the creditworthiness of any counter-party and customer and monitor our exposure to such counter-parties and customers through credit analysis, and monitoring procedures, including reviewing credit ratings, financial statements and payment history. For the nine months ended September 30, 2024, four customers accounted for 25%, 15%, 12% and 10% of our total revenues, respectively. For the year ended December 31, 2023, three customers accounted for 15%, 14%, and 13% of our total revenues, respectively. For the year ended December 31, 2022, we had two customers that accounted for 12% and 12% of our total revenues, respectively. No other customer accounted for more than 10% of total revenues. However, we believe that the credit risk associated with our counter-parties and customers is acceptable.

Interest Rate Risks

Our ability to borrow and the rates offered by lenders can be adversely affected by deterioration in the credit markets and/or deterioration of our credit profile rating. We may elect for outstanding borrowings under our credit facility to accrue interest at a rate based on either the Term SOFR, or the base rate, plus an applicable margin, which exposes us to interest rate risk to the extent we have borrowings outstanding under our credit facility.

As of September 30, 2024, we had $281.3 million of outstanding borrowings consisting of $15.0 million of revolving credit borrowings and $266.3 million of term loan borrowings. The weighted average interest rate on the borrowings outstanding under our Credit Facilities for the nine months ended September 30, 2024 was 8.45% in the case of revolving credit borrowings, and 8.49% in the case of term loan borrowings. Assuming no change in the amount outstanding, the impact on interest expense of a 1.0% increase or decrease in the weighted average interest rate would be $2.8 million per year. We do not currently have or intend to enter into any derivative hedge contracts to protect against fluctuations in interest rates applicable to our outstanding indebtedness. See “—Debt Instruments—Credit Facility.”

INDUSTRY

Our land holdings are strategically located in and around the Delaware Basin in Texas and New Mexico, the most active oil and natural gas producing region of the prolific Permian Basin. The Permian Basin is among the most economic, liquids-rich hydrocarbon resources in the United States. Activity in the region is dominated by large, generally publicly listed, well-capitalized producers. A significant number of well locations are available to drill on or near our surface acreage at prices of $75 per barrel WTI NYMEX for oil and $3.00 per MMBtu Henry Hub NYMEX for natural gas.

Furthermore, the Northern Delaware Basin is capturing a growing share of production activity in the Permian Basin. This drilling activity and production has required a significant build out of related infrastructure in the region and for a large amount of surface acreage to support operations.

Surface acreage is a critical component of energy development and production. Access to expansive surface acreage is necessary for oil and natural gas development, solar generation, power storage projects and hydrogen development. In addition to the land required for the development and installation of energy producing assets, there is a significant industrial economy that exists to service and support energy development.

Due to the location of our land in and around the Delaware Basin, the majority of our current revenues are generated from the hydrocarbon value chain. The infrastructure that our customers have constructed on our acreage to support the development and production of oil and natural gas, attracts additional infrastructure development and new businesses that can take advantage of that existing infrastructure to pursue additional commercial opportunities. For example, the existence of electrical and telecommunications infrastructure and roads generate revenue for us and allow for other uses of our acreage, which generate additional fees from the use of our land and its resources. Our land also contains critical resources for oil and natural gas development that we sell or lease to our customers, including brackish water, sand and subsurface pore space for produced water injection.

Hydrocarbon Value Chain

Access to surface acreage is critical to all stages of hydrocarbon production, which includes well site preparation, drilling and completion and long-term production. We believe that areas on and around our surface acreage have a deep inventory of economically competitive undrilled well locations that will require long-term access to our surface acreage and its resources by our customers. We believe that as more well locations are identified and developed on and around our surface acreage, activity on our surface acreage has the potential to grow, as each additional well location will potentially generate (i) wellsite preparation revenue streams for locations on our land and (ii) drilling and completion and long-term production revenue streams for locations on and around our land, although there is no guarantee that we will generate additional revenue from a given well location that is not on our surface acreage, as we will compete with other landowners to provide the necessary resources for operations off-site of our land.

We believe that the remaining economic inventory of undrilled wells on our acreage will result in continued oil and natural gas development activity on and near our surface acreage. Produced water naturally exists in underground formations and is brought to the surface during crude oil and natural gas production. Produced water is produced throughout the entire life of the well and is of particular importance to operators in the Permian Basin generally and the Delaware Basin in particular given the amount of produced water significantly exceeds the amount of the related oil and natural gas production. Produced water must be reliably separated, handled and recycled or disposed in order for these wells to be brought online and remain in production, driving continuing demand on our acreage. These growing produced water volumes on and around our surface acreage will require customers to access and use our surface acreage throughout all stages of energy development and production.

LOGO

Wellsite Preparation: Prior to drilling a well, the producer will identify the location for a wellsite. In order to prepare the wellsite for the required drilling rig, trucks and equipment, the producer will build roads to access the wellsite and a well pad for the drilling and hydraulic fracturing operations and future wellbores. During the wellsite preparation phase, we generate revenues from the following:

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Sales of Caliche: Producers use caliche, which is a mineral deposit of gravel, sand and nitrates, to build roads to access the wellsite and a well pad to allow wellbores to be drilled, completed and equipped for oil and natural gas production. Caliche can also be used for the construction of highways and other infrastructure projects. Caliche that is purchased from our land can be used for activities on, or in the general vicinity of, our land.

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Surface Use Payments for Utility, Telecommunications, Pipeline, Well Pad and Road Easements: Numerous easements are needed from the surface owner in the preparation of a wellsite, including for electrical and telecommunications infrastructure to provide power and communications to supporting facilities and equipment, pipelines to transport oil, natural gas and produced water, well pads for the equipment and facilities necessary for drilling and completion activities and roads to provide access to the wellsite.

Drilling and Completion: Once the producer drills a well, it uses hydraulic fracturing to complete that well prior to production. During this process, the producer pumps significant amounts of water and sand into the wellbore under high pressure to fracture the formation and stimulate production. Producers are often obligated to purchase the water, and sometimes the sand, used for hydraulic fracturing from the owner of the surface acreage on which they are operating. During drilling and completion, we generate fees from the following:

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Fees from Brackish Water Sales: Producers purchase brackish water from us to use in hydraulic fracturing. This water can be used for completions on, or in the general vicinity of, our land.

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Fees from Sand Mining: We have leased portions of our land for the development of sand mines. The sand mine operators pay us a fee per ton of sand extracted, which is generally used in hydraulic fracturing. Our sand mine customers are also required to purchase water from us that is used in their mining operations. The sand that is mined on our acreage can be used for completions throughout the Delaware Basin.

Over the past several years, producers have been consistently increasing the lateral lengths of the wells they are drilling and completing. The longer the lateral, the more sand and water that is needed to hydraulically fracture the well.

Long-Term Production: Following the completion of a well, water, oil and natural gas are produced and separated into individual streams as they exit the well. This production stream may continue for decades, depending on the characteristics of the specific well. During the production phase, we generate fees from our customers from the following:

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Fees from Water Handling: Following the separation of the produced water from oil and natural gas into individual streams, the produced water is transported away from the well, primarily through pipelines. Wells in the Delaware Basin produce on average approximately four barrels of water for each barrel of oil, with that ratio often increasing over the lifetime of the well. Additionally, deeper formations that producers have been increasingly targeting, such as the Wolfcamp B and Wolfcamp C, typically have higher water-to-oil production ratios relative to the formation that is currently the most commonly drilled, the Wolfcamp A. WaterBridge and other operators of produced water handling facilities located on our surface acreage pay us a fee for each barrel of water handled and skim oil recovered on our land. Much of the produced water handled on our land originates from wells that are not located on our acreage. Without giving effect to the Recent Acquisitions, we believe our land supports over 3.5 million barrels per day of produced water handling capacity as of December 30, 2024, assuming 25,000 barrels per day produced water handling permits and one-mile spacing between all future produced water handling facilities (permit availability and water injection capacity subject to the applicable government regulatory authority). As of December 30, 2024, WaterBridge and other producers operated approximately 650,000 bpd of existing produced water handling capacity on the western portion of our Stateline Position and 435,000 bpd operating capacity on the eastern portion of our Stateline Position. We believe the geology underlying our land supports additional produced water handling capacity of approximately 2.6 million barrels per day on the western portion of our Stateline Position, approximately 1.5 million barrels per day on the eastern portion of our Stateline Position, and approximately 1.0 million barrels per day on our Northern Position.

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Royalties from Oil and Natural Gas Production: We own 4,180 gross mineral acres. When hydrocarbons are produced from wells in which we have leased our mineral interests, we are entitled to receive a royalty payment based on a percentage of the revenue generated from the sales of the hydrocarbons.

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Pipeline Right-of-Way Payments: We receive payments from pipeline operators as compensation for providing a right-of-way for a pipeline to cross our land. Given the amount of oil and natural gas activity in the region, we have a significant number of pipelines that cross our land. In addition to one-time up-front payments, midstream operators must also pay fees for a renewal every five to 10 years, depending on the terms of the particular agreement. If a midstream operator elects not to pay the renewal, it is required to remove the pipeline and restore the right-of-way, which, together with any continued need for the pipeline to continue to operate the underlying business, provides a significant incentive to renew the right-of-way.

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Lease Fees for Processing Plants: Midstream operators need access to land in order to build plants that process wet gas into residue gas and NGLs. As gas-to-oil ratios have been rising, the amount of gas produced in the Permian Basin has also increased. A processing plant typically requires 20-40 acres of land and also results in the need for related pipeline and other infrastructure. We anticipate that we will lease our land to midstream operators to construct new processing plants, and we are currently in negotiations to lease a portion of our acreage for the construction of a new processing plant on our land.

Other Land Uses

Certain areas of our surface acreage are adjacent to major highways and transmission lines, and as a result, we believe that there will be significant opportunities to drive additional uses of our land, which may generate additional surface acreage payments over time. Payments from such opportunities will be determined on a case-by-case basis, taking into account the type of activity, size of the activity and resources used, among other

things. As shown below, we have identified and are currently pursuing opportunities to receive surface use payments for the following existing and potential future uses of our land:

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Solar Power Generation: Our expansive land position provides an attractive location for solar development, in part, due to the existing electric transmission lines and other infrastructure in the region that have historically served oil and natural gas power needs. The area also has favorable solar irradiance, local power demand from oil and natural gas activity, a favorable regulatory environment and flat arid land that promotes development. We are actively discussing opportunities with solar project developers to develop future solar projects on our surface acreage. Through our subsidiary, DBR Solar, and our consulting partners, we are permitting the construction of one facility with 250-megawatts of solar generation capacity on our Southern Position. We are currently evaluating the potential sale of the project after receiving the facilities portion of the Full Interconnection Study (“FIS”) from American Electric Power Texas and a first draft of the Standard Generation Interconnection Agreement as of April 2024. We expect to close the initial phase of the sale upon the receipt of the remaining portions of the FIS report by the end of the first half of 2025. Once acquired by a solar operator, we expect site design to start immediately, with construction commencement in late 2026 to early 2027 and commercial operations in first quarter 2028. We have identified an additional section of land adjacent to the 250 megawatt project, which we believe could support a second phase with an estimated 100 to 130 megawatt of additional solar power generation.

We expect to receive an upfront, one-time payment from the sale of these solar projects, as well as fees associated with the use of our land during the construction period and long-term operation of the solar projects.

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Cryptocurrency Mining and Data Centers: In recent years, cryptocurrency miners and data center operators have established operations in the Permian Basin to take advantage of lower power prices. ERCOT has classified cryptocurrency mining operations and data centers as Large Flexible Loads (“LFLs”), citing recent growing demand from this new industrial load type. Our location is also strategically located to benefit from readily available power supply sources such as natural gas and renewable energy resources including wind and solar. In addition to power supply access,

cryptocurrency mining and data centers require contiguous tracks of land, water cooling and fiber optic infrastructure, which we believe our land supports. We have the opportunity to receive surface use royalties and revenues for acreage use needed for business operations of these facilities and related infrastructure on our land. Cryptocurrency mining and data centers can also require significant volumes of water to keep the servers cool. We have the opportunity to receive a fee for water supplied to cryptocurrency mining and data centers for this purpose.

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Non-Hazardous Oilfield Reclamation and Solid Waste Facilities: Our affiliate, Desert Environmental, has commenced operations at two non-hazardous oilfield reclamation and solid waste facilities for oilfield waste on our land. We believe that our surface acreage is attractive for the construction of additional remediation facilities, given our proximity to various sources of energy production and related services activity and major roadways in the area, which allow easy access for the transportation of waste products.

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Commercial Fueling Stations: We have an existing commercial fueling station on our land and we are currently pursuing opportunities to build commercial fueling stations on our land adjacent to interstates and highways. Given the amount of energy-related vehicle traffic in the region, there is significant demand along major thoroughfares for such fueling stations.

Other surface acreage uses that we believe present opportunities longer-term include:

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Power Storage: Due to the intermittent nature of solar and wind energy, production areas reliant on renewable energy generation must have long-duration storage capabilities. Energy storage can provide more effective use of intermittent solar and wind energy resources. Pairing or co-locating an on-grid energy storage system (“ESS”) with wind and solar energy power plants can provide supplemental power supply when direct generation is limited and store excess power when generation exceeds demand or capacity. ESSs also allow for storing and using renewable energy where there is no access to an electric grid. We are currently developing relationships with power storage and battery project developers who are interested in exploring projects on our land.

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Water Treatment: Due to the amount of produced water generated in the Delaware Basin and certain initiatives in the oil and natural gas industry to identify alternatives to the handling of produced water, we are currently in discussions with developers of water treatment and desalination facilities that treat and/or desalinate produced water for beneficial reuse, which could include using treated water to irrigate non-food crops.

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Hydrogen Production: The Permian Basin is an attractive region for future hydrogen development given the abundance of resources necessary for hydrogen production along with existing infrastructure. Natural gas can be used to produce blue hydrogen when combined with carbon capture, and hydrogen production is water intensive. The Permian Basin has abundant availability of natural gas and water (both produced water and brackish water). Additionally, hydrogen can be blended into existing natural gas streams for transport in existing pipelines, or existing pipes can be converted to transport hydrogen or ammonia. We have been approached by hydrogen project developers that are currently exploring hydrogen hub projects on our land.

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H2S Treatment and Storage: Hydrogen sulfide (H2S) is a byproduct generated from oil and gas production and is required to be separated, treated and handled via acid gas injection (“AGI”) wells. We believe our land provides an attractive position for oil and gas producers and midstream operators to develop additional H2S handling facilities and AGI wells in order to support oil and gas development in the Delaware Basin.

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Carbon Capture and Sequestration: The IRA provides tax credits for carbon capture, utilization and storage (“CCUS”) to incentivize development of CCUS facilities. Due to the level of industrial activity in the region, there are significant opportunities to develop CCUS projects on or around our land, subject to certain restrictions, including the consent of affected mineral owners.

BUSINESS

Company Overview

In addition to our relationships with WaterBridge and Desert Environmental, we have actively grown third-party revenues. We utilize a collaborative commercial approach with a diversified customer base to provide availability, timing and consistent terms for our customers’ development activities on our land. As a landowner, we benefit from these activities by charging fees and royalties based on our customers’ usage of our land and resources. Furthermore, the cost of development on our land is primarily borne by our customers, allowing us to benefit from their growth on our land while deploying minimal capital of our own. In furtherance of our strategy, we and WaterBridge entered into agreements with TPL, one of the largest landowners in Texas, to provide reciprocal crossing rights and produced water royalty and revenue sharing across an area of mutual interest that provides our customers (including WaterBridge) with greater development efficiency and enables them to increase their operations on our land. Please see “—Our Assets—Our Stateline Position” for more information related to our agreements with TPL.

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We generate multiple revenue streams from the use of our surface acreage, the sale of resources from our land and oil and gas royalties.

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Active Land Management

Further, we are actively growing revenue streams beyond the hydrocarbon value chain to maximize utilization of our land and resources. As we have continued to attract and support operations on our land, the resulting infrastructure provides the opportunity to attract new businesses that can take advantage of that existing infrastructure to pursue additional commercial opportunities. For example, roads and power and other infrastructure in place on our land reduce development costs for natural gas processing facilities, cryptocurrency mines and data centers. The infrastructure on our land supports the development and production of oil and natural gas, which attracts additional uses of our land near the areas of drilling and production, such as onsite power generation, H2S treatment and storage, pipelines and road construction. While these additional activities generate revenue for us, they are not land intensive and allow for other uses of our land.

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Land and Produced Water Relationship

Access to significant surface acreage and subsurface reservoirs for produced water handling is of particular importance to operators in the Delaware Basin, as the Delaware Basin has experienced significant growth in oil and natural gas production activity over the last three years with a resultant increase in produced water volumes. We believe that this growth in oil and natural gas production activity will require increased produced water handling capacity, as the amount of produced water produced from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production.

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The western portion of our Stateline Position is semi-contiguous, or checkerboarded, with surface acreage held by TPL, one of the largest landowners in Texas. The nature of the checkerboarded acreage results in E&P companies, midstream companies, service companies and other operators in the area generally needing to access both our and TPL’s surface acreage for rights of way. In order to unlock opportunities for the checkerboarded surface acreage, we, together with WaterBridge, entered into agreements with TPL in the first quarter of 2022 that established the Stateline AMI across much of the western portion of our Stateline Position and the adjacent TPL surface acreage. Under such agreements, TPL grants WaterBridge the right to operate produced water facilities on TPL surface within the Stateline AMI and the exclusive right to market and sell produced water within the Stateline AMI. In exchange, TPL receives a royalty on each barrel of produced water transported by WaterBridge within the Stateline AMI and revenue sharing on produced water sales within the Stateline AMI. We believe these agreements provide WaterBridge with greater water handling opportunities in our Stateline Position, resulting in additional royalty revenue for us.

In addition, TPL receives the exclusive right to market and sell brackish water for drilling and completion operations within the Stateline AMI and access rights across our land within the Stateline AMI for temporary brackish water transportation facilities, subject to revenue sharing with us on brackish water sales within the Stateline AMI. We believe these agreements WaterBridge with greater water handling opportunities across the western portion of our Stateline Position, resulting in additional royalty revenue for us.

As of December 30, 2024, WaterBridge and third party operators operated approximately 1.0 million bpd of existing produced water handling capacity on the western portion of our Stateline Position. We believe that the pore space underlying the western portion and eastern portion of our Stateline Position will be able to support approximately 2.6 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

As of December 30, 2024, WaterBridge and other producers operated approximately 435,000 bpd of existing produced water handling capacity on the eastern portion of our Stateline Position. We believe that the pore space underlying the eastern portion of our Stateline Position will be able to support approximately 1.5 million bpd of additional produced water handling capacity, assuming 30,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

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Our Northern Position

Our Southern Position

In December 2024, we completed the Wolf Bone Acquisition, consisting of approximately 46,000 contiguous surface acres in the Southern Delaware Basin. Located adjacent to our existing surface acreage in Reeves County, Texas, the Wolf Bone Ranch is well-positioned at a strategic intersection of oil and natural gas exploration and transportation, with access to the Waha Gas market hub. The land also supports produced water operations, with current volumes of approximately 300 MBbls/d serviced by infrastructure owned and operated by VTX Energy, as well as assets owned and managed by WaterBridge. Pursuant to the Wolf Bone Acquisition, VTX Energy has agreed to a minimum annual revenue commitment to LandBridge of $25 million for the next five years.

On November 6, 2024, we entered into a lease development agreement for the development of a data center and related facilities on approximately 2,000 acres of our land in Reeves County, Texas with PowLan. The lease development agreement includes, among other things, a non-refundable $8.0 million deposit paid in December 2024 for a two-year site selection and pre-development period. PowLan is obligated to meet certain timing milestones to maintain its lease, to include the commencement of site development within a two-year period and construction of the data center within a subsequent four-year period. Upon initiation of construction of a data center, PowLan will make escalating annual lease payments commencing at $2 million per year during the development period and $8 million per year commencing on the first anniversary of the commencement date of construction, subject to annual CPI escalation with a 2% minimum and a 4% maximum. PowLan will also make additional payments based on the net revenue received with respect to the power generation facilities to be located on the leased property. To the extent PowLan does not commence site development within two years of entry into the lease development agreement or commence construction of the data center within a subsequent four-year period, the agreement will automatically terminate. PowLan may also terminate the agreement following the commencement of construction of the data center, subject to a substantial early termination fee. To the extent more than 25% the aggregate acreage subject to the lease development agreement is condemned or taken by a governmental authority, PowLan may proportionately reduce future annual lease payments due by an identical percentage. We can offer no assurance that the counterparty will lease the site, nor can there be any assurance that PowLan will be successful in its efforts to develop the data center or any power generation facilities.

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Our Mineral Interests

Our Business Model

Sources of Revenue

Our sources of revenue currently include:

Surface Use Royalties and Revenues

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Surface Use Royalties: Under our SURAs which typically provide for five- to 10-year initial terms, we receive a royalty based on a percentage of gross revenues derived from the use of our land and/or

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volumetric use of infrastructure installed on our land in exchange for rights of use of our land. Royalties we receive from operations under our SURAs include produced water transportation and handling operations, skim oil recovery and produced water throughput and waste reclamation, all of which are required for oil and natural gas production throughout the lifecycle of a well.

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Easements and Surface-Related Revenues: Under our SUAs which typically provide for five- to 10-year initial terms, we typically receive a fee when the contract is executed, fixed monthly or annual payments, and often additional fees at the beginning of each renewal period. Such agreements typically include pre-defined terms for fees that we will receive for our customers’ development and use of drilling sites, new and existing roads, pipeline easements and electric transmission easements. Our SUAs generally require our customers to use the resources from our land, such as brackish water and sand, for their operations on our land, for which we receive our customary fees.

Resource Sales and Royalties

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Oil and Gas Royalties

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Financial Performance

Our Relationship with WaterBridge

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produced water handling fees;

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skim oil royalties; and

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fees associated with rights of way for pipelines, equipment and roads and related surface use permits.

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Our Relationship with Desert Environmental

We share a financial sponsor with Desert Environmental. Desert Environmental has developed two environmental remediation facilities for non-hazardous oilfield reclamation and solid waste disposal on our land. We will receive a percentage of gross revenue from solid waste disposal and reclamation operations, as well as revenue from providing brackish water for landfill operations. WaterBridge has contracted with Desert Environmental to handle substantially all of its solid waste, which provides the base level of business required to support the two waste facilities on our land.

Our Relationship with Five Point

Five Point is an investment firm focused on building businesses within the environmental water management and sustainable infrastructure sectors. Five Point acquires and develops in-basin assets, provides growth capital and builds industry leading companies with experienced management teams and large E&P partners. As of December 30, 2024, Five Point had approximately $7 billion of assets under management. Five Point indirectly owns a majority of our common shares and owns a majority of the equity interests in WaterBridge and Desert Environmental.

Properties

As of December 30, 2024, we owned approximately 272,000 surface acres in seven counties across Texas and New Mexico. All of our material acreage is encumbered by mortgages that secure our credit facility. Other than such mortgages and our SURAs and SUA easements, there are no material liens or encumbrances on our title to the surface estate on our acreage as of December 30, 2024.

As of December 30, 2024, we also owned 4,180 gross mineral acres in Texas with a weighted average royalty interest of 23.9% and net revenue interest per well of 4.4%. Of our gross mineral acres, approximately 96% underlie our surface acreage. Other than our gross mineral acres, we do not own the mineral interests that underlie our surface acreage. The following table shows by county our surface ownership and royalty ownership as of December 30, 2024:


	Number of Acres
Location (by county and position)	Surface		Gross Mineral Acres
Northern Position:
Andrews County (TX)		20,479		—
Lea County (NM)		35,041		—
Eddy County (NM)		765		—

Total		56,285		—

Stateline Position:
Loving County (TX)		82,981		636
Winkler County (TX)		34,480		—
Lea County (NM)		15,669		—
Reeves County (TX)		3,663		686

Total		136,793		1,322

Southern Position:
Reeves County (TX)		71,572		2,858
Pecos County (TX)		9,074		—

Total		80,646		2,858

Total Acres		273,724		4,180

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Customers; Material Contracts and Marketing

Customers

We have a diverse customer base consisting primarily of businesses that develop and produce oil and natural gas or provide services in support of oil and natural gas production. Our customers are generally large, well-capitalized businesses that have strong credit ratings. For the nine months ended September 30, 2024:

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our five largest customers, which consisted of ConocoPhillips, EOG Resources, WaterBridge, Occidental Petroleum, and Mewbourne Oil Company, comprised 66% of total revenue;

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no individual customer, other than WaterBridge, contributed more than 15% of total revenues;

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our 10 largest customers comprised 80% of total revenue; and

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51.8% of total revenue was from customers with an investment-grade credit rating.

During the nine months ended September 30, 2024, 61% of our total revenues came from four significant customers, Occidental Petroleum, ConocoPhillips, EOG Resources, and WaterBridge.

Our revenue-generating agreements with ConocoPhillips include (i) a water purchase and access agreement with an initial term of 10 years and a perpetual term thereafter, subject to termination for non-use for more than six months, pursuant to which ConocoPhillips operates brackish water wells on our lands and we receive customary royalties for each barrel of brackish water produced from such wells, (ii) brackish water supply agreements, typically on a short-term basis, pursuant to which we sell brackish water to ConocoPhillips to be used primarily in well completions, (iii) SUAs with perpetual terms so long as ConocoPhillips conducts operations thereunder, subject to termination for non-use for more than six months, pursuant to which ConocoPhillips operates produced water recycling and treatment facilities on our land and from which we receive customary royalties and fees, (iv) customary term easements, typically for five- to 10-year terms, subject to early termination for non-use over a specified period of time and (v) customary oil and natural gas mineral leases with perpetual terms so long as ConocoPhillips conducts operations thereunder. The terms and conditions of, and pricing for, our agreements with ConocoPhillips are consistent with the descriptions of such agreements set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Generate Revenue.” The majority of our revenues from ConocoPhillips during the nine months ended September 30, 2024 were generated by brackish water sales, produced water handling royalties and oil and gas royalties, with less significant revenues generated by its other land uses. Our agreements with ConocoPhillips do not contain minimum volume commitments, and our revenues from ConocoPhillips can fluctuate based on the nature, timing and scope of ConocoPhillips’ activities on our land.

Our revenue-generating agreements with EOG Resources include (i) a sand mine lease with an initial term of three years and a perpetual term thereafter so long as EOG Resources conducts operations thereunder, subject to early termination rights for non-use over six months, pursuant to which EOG Resources constructed and operates a sand mine on our land and from which we receive a per ton royalty for sand extracted and fees for water used in its mining operations, and (ii) an SUA with an initial term of 10 years and an option for EOG Resources to extend for two additional 10-year terms, pursuant to which we receive customary fees for EOG Resources’ development and use of drilling sites, new and existing roads, pipeline easements and surface and subsurface easements. The terms and conditions of, and pricing for, our agreements with EOG Resources are consistent with the descriptions of such agreements set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Generate Revenues.” The majority of our revenues from EOG Resources during the nine months ended September 30, 2024 were generated by resource royalties and brackish water sales, with resource royalties generated during the nine months ended September 30, 2024 reflecting the first full year of operation of EOG Resources’ sand mining operation on our surface acreage. We generated less significant revenues from EOG Resources’ other land uses during the nine months ended September 30, 2024. Our agreements with EOG Resources do not contain minimum volume commitments,

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although our sand mine lease with EOG Resources contains a nominal minimum yearly royalty payment. Our revenues from EOG Resources can fluctuate based on the nature, timing and scope of EOG Resources’ activities on our land.

Our revenue-generating agreements with Occidental Petroleum include (i) brackish water supply agreements, typically on a short-term basis, pursuant to which we sell brackish water to Occidental Petroleum to be used primarily in well completions, (ii) SUAs with perpetual terms so long as Occidental Petroleum conducts operations thereunder, subject to termination for non-use for more than six months, pursuant to which Occidental Petroleum conducts oil and natural gas exploration, development and production activities, including produced water recycling and treatment, on our land and from which we receive customary royalties and fees, (iii) customary term easements, typically for five- to 10-year terms, subject to early termination for non-use over a specified period of time and (iv) customary oil and natural gas mineral leases with perpetual terms so long as Occidental Petroleum conducts operations thereunder. The terms and conditions of, and pricing for, our agreements with Occidental Petroleum are consistent with the descriptions of such agreements set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Generate Revenue.” The majority of our revenues from Occidental Petroleum during the nine months ended September 30, 2024 were generated by damage payments under SUAs and easement, brackish water sales, produced water handling royalties and oil and gas royalties, with less significant revenues generated by its other land uses. Our agreements with Occidental Petroleum do not contain minimum volume commitments, and our revenues from Occidental Petroleum can fluctuate based on the nature, timing and scope of Occidental Petroleum’s activities on our land.

Our revenue-generating agreements with WaterBridge include water facilities agreements and related SUAs, including easements and rights-of-way, pursuant to which WaterBridge has constructed and operates produced water handling facilities and fresh water facilities on our land. See “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Transactions with WaterBridge NDB and—Transactions with WaterBridge Operating” for further information on our agreements with WaterBridge. The majority of our revenues from WaterBridge during the nine months ended September 30, 2024 were generated by produced water handling royalties, brackish water sales and surface use payments for infrastructure constructed on our lands, with less significant revenues generated by its other land uses. Our agreements with WaterBridge do not contain minimum volume commitments, and our revenues from WaterBridge can fluctuate based on the nature, timing and scope of WaterBridge’s activities on our land. Pricing for our agreements with WaterBridge is consistent with the pricing described under “Management’s Discussion and Analysis of Financial Condition and Results of Operation—How We Generate Revenue.”

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Generate Revenue” for further information regarding the ranges of our customary royalties and fees, inclusive of our royalties and fees with ConocoPhillips, EOG Resources, and WaterBridge.

While we would expect to be able to replace these customers, it is possible that the loss of any one of these customers could adversely affect our total revenues and have a material adverse effect on our results of operations, cash flows and financial position, whether in the short or long term. Furthermore, the determination by a customer to initiate or maintain activities on or around our land largely depends on the location of our surface acreage relative to the nature and locations of such customer’s operations and such customer’s need for the use of our land and resources. Our customers generally consist of a limited universe of entities operating on and around our acreage in the Delaware Basin.

Material Contracts and Marketing

We enter into various agreements with our customers in the ordinary course relating to the use of our land and resources and the fees, royalty rates, payment structure and other related terms in our contracts are negotiated on a case-by-case basis, taking into account the surface use of our land, the type of resources extracted, and the

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amount of use expected to be made of our land and the amount of resources to be produced and/or extracted, among other things. For a discussion regarding general market rates for similar uses of land and resources in our industry and geographic area, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Generate Revenue” and “Industry—Hydrocarbon Value Chain.”

Although our agreements generally do not contain minimum commitment provisions for activities on or around our land, such as brackish water volumes to be purchased, we may include such provisions on an individual basis based on a potential customer’s proposed use of our land and resources. Under our contracts, our customers generally bear liability for environmental, health and safety risks, through indemnification of the Company, mandated insurance coverage and covenants and representations regarding environmental, health and safety compliance for all such risks, in each case, related to their operations on our land. Further, our contracts include inspection rights such that we may enter and oversee certain activities on our properties to monitor our customers’ compliance with environmental, health and safety requirements, and, following completion of the term of our agreements, our customers typically must remediate our land as close as is reasonably practicable to its state prior to such customers’ activities on the land.

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For a description of our SURAs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Surface Use Royalties and Revenues—Surface Use Royalties.”

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For a description of our SUAs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Surface Use Royalties and Revenues—Easements and Other Surface-Related Income.”

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For a description of our water supply agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Resource Sales and Royalties—Resource Sales.”

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For a description of our sand lease agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Resource Sales and Royalties—Resource Sales.”

In addition, we are a party to various agreements with affiliates relating to the use of our land and its resources, including:

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a produced water facilities agreement granting WaterBridge the exclusive right to construct, own and operate new produced water handling infrastructure on the western portion of our Stateline Position, with an initial term of approximately five years and automatic one-year renewals unless terminated by a party prior to renewal. We are paid a royalty for each barrel of produced water transported across our lands subject to the agreement, surface use payments in respect of its infrastructure constructed and operated on our surface acreage subject to the agreement and a percentage of the net proceeds received by WaterBridge for the sale of skim oil recovered on our land subject to the agreement. Surface use payments are based on market rates and subject to annual redetermination by us in our reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. The agreement provides for automatic annual increases in royalties after a specified period of time that are tied to the lesser of CPI and a fixed percentage, and mutual termination rights in the event of a counterparty default and contains standard confidentiality, indemnification, insurance and change of control provisions;

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a produced water facilities agreement granting WaterBridge the right to construct, own and operate produced water handling infrastructure on the East Stateline Ranch, the Lea County Ranches, the Speed Ranch and all future land acquired by us in our Stateline and Northern Positions, with (i) a perpetual term on the East Stateline Ranch for so long as WaterBridge conducts operations thereon and (ii) an initial term of approximately ten years and automatic one-year renewals unless terminated by a party prior to renewal for all other lands. Under the agreement, WaterBridge has the exclusive right to construct and operate up to 30 produced water handling facilities at specified locations. WaterBridge also has the exclusive right to handle produced water volumes generated from the East Stateline Ranch, subject to customary exclusions and pre-existing third-party rights. WaterBridge has the non-exclusive

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right to operate produced water infrastructure on all other lands subject to the agreement. We are paid a royalty for each barrel of produced water transported by WaterBridge across our land subject to the agreement, a royalty for each barrel of produced water treated and sold by WaterBridge from a recycling facility on our land subject to the agreement, surface use payments in respect of WaterBridge’s infrastructure constructed and operated on our surface acreage subject to the agreement and a percentage of the net proceeds received by WaterBridge for the sale of skim oil recovered on our land subject to the agreement. Surface use payments are based on market rates and subject to annual redetermination by us in our reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. The agreement provides for automatic annual increases in royalties after a specified period of time that are tied to the lesser of CPI and a fixed percentage, and mutual termination rights in the event of a counterparty default and contains standard confidentiality, indemnification, insurance and change of control provisions;

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a fresh water facilities agreement granting WaterBridge the right to construct, own and operate brackish water infrastructure on the East Stateline Ranch, the Lea County Ranches, the Speed Ranch and all future land acquired by us in our Stateline and Northern Positions, with (i) a perpetual term on the East Stateline Ranch for so long as WaterBridge conducts operations thereon and (ii) an initial term of approximately ten years and automatic one-year renewals unless terminated by a party prior to renewal for all other lands. WaterBridge has the exclusive right to market and sell brackish water produced from the East Stateline Ranch to third parties for use in oil and natural gas operations, subject to customary exclusions and pre-existing third-party rights. WaterBridge has the non-exclusive right to operate brackish water infrastructure on all other lands subject to the agreement for use in oil and natural gas operations. We may grant third parties the right to transport brackish water across the lands subject to the agreement, including the East Stateline Ranch. We are paid a royalty for each barrel of brackish water produced by WaterBridge from, or transported by WaterBridge across, our land subject to the agreement, a percentage of the net proceeds for each barrel of brackish water produced by WaterBridge from our land subject to the agreement and sold for use off of our land and surface use payments in respect of WaterBridge’s infrastructure constructed and operated on our land subject to the agreement. Surface use payments are based on market rates and subject to annual redetermination by us in our reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. The agreement provides for automatic annual increases in royalties after a specified period of time that are tied to the lesser of CPI and a fixed percentage, and mutual termination rights in the event of a counterparty default and contains standard confidentiality, indemnification, insurance and change of control provisions;

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a surface lease and use agreement granting WaterBridge the non-exclusive right to construct, own and operate produced water handling infrastructure on the Wolf Bone Ranch in our Southern Position, with an initial term of ten years and the option for WaterBridge to renew for additional 10-year terms in return for one-time renewal payments. We are paid a royalty for each barrel of produced water handled our lands subject to the agreement, surface use payments in respect of produced water handling infrastructure constructed and operated on our surface acreage subject to the agreement. Surface use payments are based on market rates and subject to redetermination by us from time-to-time in our commercially reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. The agreement provides for mutual termination rights in the event of a counterparty default and contains standard confidentiality, indemnification, insurance and change of control provisions; and

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surface use agreements with Desert Reclamation LLC and Safefill Pecos, LLC, each a subsidiary of Desert Environmental, each with an initial term of 10 years and automatic one-year renewals unless terminated by either party prior to renewal, pursuant to which we have granted certain exclusive rights to construct, operate and maintain non-hazardous oilfield reclamation and solid waste facilities on our land and we receive a percentage of gross revenue from solid waste disposal and reclamation, as well as additional revenue from providing water for landfill operations and fees for surface damages, which

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surface damage payments are based on market rates and subject to annual redetermination by us in our reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. Each party is required to purchase all dirt, gravel and similar materials utilized in connection with such facilities on our land, as well as for all brackish water, from us. These agreements contain standard confidentiality, indemnification, insurance and change of control provisions.

We are also party to lease arrangements with respect to a portion of our oil and natural gas mineral interests. See “—Our Assets—Mineral Interests” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Oil and Gas Royalties.”

In addition to continuing to capitalize on existing agreements and relationships, we intend to pursue and acquire new commercial arrangements in an effort to develop and diversify our revenue streams. As such, we are currently pursuing arrangements, or have agreed to certain arrangements, relating to solar power generation, cryptocurrency mining and data centers, non-hazardous oilfield reclamation and solid waste facilities and commercial fueling stations, among other revenue streams. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we would not own or operate such projects or expect to incur significant capital expenditures in connection therewith.

Infrastructure

In order to use our surface acreage to, among other things, support all stages of energy development and production to supply growing global demand, we have entered into various surface use agreements through which our customers have built and own or are developing infrastructure on our land, including oil, natural gas and produced water gathering pipelines, recycled water pipelines, produced water handling facilities, water recycling ponds, a sand mine, non-hazardous oilfield reclamation and solid waste facilities, a data center and a cryptocurrency facility, as of December 30, 2024. We also own brackish water wells and ponds on our land.

In addition to the above infrastructure, improvements with respect to permanent electrical infrastructure, including telecommunication lines, drilling pad sites, roads and landfills, among other things, have been made on our land that improve reliability and lower operating costs for our customers. Although infrastructure with the ability to increase revenue-generating activities is already present on our surface acreage, we believe that our land presents a multitude of additional opportunities for further commercialization and optimization, including coordinating with potential customers to construct infrastructure relating to power storage, water treatment facilities, hydrogen production and carbon capture and sequestration.

Cyclical Nature of Oil and Natural Gas Industry

The oil and natural gas industry is a highly cyclical industry. Demand for the use of our land and its resources depends substantially on activity levels by producers on and around our land. Prevailing commodity prices and future demand for, and price of, oil and natural gas and volatility in oil or natural gas prices (or the perception that oil or natural gas prices will decrease) affects such producers’ capital expenditures and willingness to pursue development activities. As such, the willingness of our producers to engage in drilling activities on and around our land is substantially influenced by the market prices of oil and natural gas. Producers tend to increase capital expenditures in response to increases in oil and natural gas prices, which would generally be expected to result in greater revenues for us. Increased capital expenditures can also lead to greater production, which historically has resulted in increased supplies of oil and natural gas that can, in turn, reduce prices thereby leading to a reduction in activity levels. For these reasons, the results of our operations may be cyclical and may fluctuate from quarter to quarter and from year to year, and these fluctuations may distort comparisons of results across periods.

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Seasonality

While our business is not necessarily seasonal in nature, revenue from the use of our land and its resources may fluctuate over certain reporting periods due to fluctuations in the prices of oil and natural gas. Generally, but not always, the demand for natural gas, as well as associated production, decreases during the summer months and increases during the winter months, thereby affecting the amount we receive in association with natural gas production and related activities on our land.

Seasonal anomalies, such as mild winters or hotter than normal summers, may lessen this fluctuation. Demand for oil has generally not been seasonal. Our other revenue streams, including sales of brackish water, payments from SUAs and other surface related revenue and sales of resources, may also vary from period to period due to seasonal changes in supply and demand, and a variety of additional seasonal factors that are beyond our control and the control of producers on or around our land.

Our results and business are significantly dependent on our customers and their activities on our land, which are beyond our control. Weather conditions in the Permian Basin generally result in higher drilling activity in the spring, summer and fall months, although summer and fall drilling activity can be restricted due to severe weather conditions. In the fourth quarter, due to inclement weather and the exhaustion of annual drilling and completion capital expenditure budgets, drilling activity typically declines in the Permian Basin. As a result, our results of operations, cash flows and financial position may vary year over year, with particular periods of results not necessarily indicative of our future results.

Human Capital Resources

We manage our operations through our Shared Services Agreement (the “Shared Services Agreement”) with certain affiliates of WaterBridge (the “Manager”). Pursuant to the Shared Services Agreement, the Manager provides us with our senior executive management team and certain management services, as well as general, administrative, overhead and operating services to support our business and development activities, including four full-time personnel exclusively providing field services on our surface acreage and three full-time corporate services personnel exclusively providing corporate services to us. Pursuant to the Shared Services Agreement, the Manager provides operational and maintenance services, such as project and construction management, and provides operating materials and equipment. Because our customers construct and operate almost all of the infrastructure installed on our acreage, we have and expect to maintain a minimal number of employees. However, our future success will depend partially on the attraction, retention and motivation of qualified personnel who provide services to us through the Shared Services Agreement. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. In general, we believe that our personnel relations are satisfactory.

Personnel Health and Safety

Safety is important to us and begins with the protection and safety of our personnel and the communities in which we operate. We value people above all else and remain committed to making safety and health our top priority. We strive to comply with all applicable health and safety laws and regulations and continually seek to maintain and deepen our safety culture by providing a safe working environment that encourages active personnel engagement, including implementing safety programs and continuing education policies to achieve improvements in our safety culture. We intend to continue to develop and administer policies to promote our organizational goals and improve and maintain the safety of our workspace.

Competition

The market in which we operate is competitive due to the location of our land in the Permian Basin in Texas and New Mexico and to the services in which we offer our customers. Given our geographic concentration in the

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Permian Basin, we compete with existing landowners in the area to provide an attractive development site for the limited number of potential customers that seek to develop and/or construct infrastructure in Texas and New Mexico to support their various business activities. We also compete with such landowners over the limited supply of, and demand for, resources, including brackish water, in the area. Furthermore, to the extent any new property owner purchases land located in areas comparable to our surface acreage, such property owner could be a potential competitor. As we continue to grow our business and enter into new business lines, including with respect to renewable energy, non-hazardous oilfield reclamation and solid waste facilities and other revenue streams, we will experience increasing levels of competition. Competition in our current market is based primarily on the geographic location of land, business reputation, pricing arrangements for the use of the land and its resources and legal and regulatory restrictions, among other factors. Although some of our competitors may have a broader geographic scope, longer operating history and greater financial and other resources than we have, we believe that we are competitively well-positioned due to the premier location of our land, which also provides a multitude of resources and uses, the reliability of our assets and our customer relationships, such as our symbiotic relationships with WaterBridge and Desert Environmental.

Insurance

We maintain insurance coverage at levels that we believe are reasonable and prudent; however, as is customary in our industry, we do not insure fully against all risks associated with our business, either because such insurance is not available or because premium costs are considered prohibitive. We may not be able to maintain adequate insurance in the future at rates or on other terms we consider commercially reasonable and our actual coverage may not insure against many types of interruptions or events that might occur. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if a loss event were to occur. The occurrence of such an event, the consequences of which are either not covered by insurance or not fully insured, or a significant delay in, or denial of, the payment of a major insurance claim, could have a materially and adverse effect on our results of operations, cash flows and financial position. Our arrangements with our customers operating on our land require the maintenance of certain levels of insurance and such customers’ indemnification of us to protect for such events occurring with respect to their operations.

Near Term Business Plan and Capital Needs

We generate multiple revenue streams from the use of our surface acreage, the sale of resources from our land and oil and gas royalties. During the remainder of 2024 and 2025 and 2026, we intend to continue our active land management strategy of optimizing the current uses of our land and its resources, while also identifying and developing, or supporting the development of, new uses of and revenues from our land. We do not currently anticipate any significant capital requirements during the remainder of 2024 and 2025 and 2026 associated with research and development, an increase in the number of employees or otherwise, although we may pursue any compelling acquisition opportunity that is presented to us.

Under most of our agreements with our customers, our customers bear substantially all of the operating and capital expenditures related to their operations on our land, which minimizes our capital requirements for both current and future commercial opportunities. Management believes that our cash on hand and cash flow from operating activities will provide us with sufficient liquidity to execute such strategy.

Should we seek to grow our land position through acquisitions of additional acreage and additional capital were required in excess of our cash resources, we expect that we would seek to raise such capital through borrowings under our credit facility, offerings of debt and equity securities or other similar means.

Regulation of Environmental and Occupational Safety and Health Matters

Our customers’ business operations are subject to numerous environmental and occupational health and safety laws and regulations that may be imposed at the federal, regional, state and local levels. The activities that

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our customers conduct in the course of oil and natural gas exploration and production, produced water handling, sand mining, and other activities are subject to or may become subject to stringent environmental regulation. Our customers are responsible for compliance with various environmental laws and regulations in the course of their operations. Although we generally have the right to inspect our properties and the activities thereon, we typically do not have any control with respect to such activities. For properties in which we hold mineral or royalty interests, we generally are not subject to direct environmental liability because we do not own, operate, or otherwise have control over any of the equipment, facilities, or operations occurring on such properties. However, with respect to land owned by us and leased to a customer, we may be subject to strict, joint and several liability for any spills or contamination on those properties, even though we generally have no control over operations on properties. For further information, see “Risk Factors—Risks Related to Environmental and Other Regulations—Our customers’ operations on our land may be exposed to significant delays, costs and liabilities as a result of environmental, health and safety requirements, and we may be subject to strict, as well as joint and several liability, for contamination resulting from such operations pursuant to such requirements, even if we do not have control over such operations. The occurrence of any such delays, costs and liabilities may materially and adversely affect our customers’ business, operations or financial condition, which could reduce the demand for the use of our land and its resources, as well as the royalties and other payments we receive therefrom, and thereby materially affect our results of operations, cash flows and financial position.” To mitigate the risk of potential environmental liabilities that may arise in the course of operations on our properties that we do not control, we generally seek to partner with reputable customers and seek indemnification from our customers for liabilities arising from their operations on our land, and we maintain what we believe is customary and reasonable insurance to protect our business against these potential losses. We also typically include covenants relating to compliance with environmental, health and safety regulations and remediation provisions in our contracts. Additionally, we may be able to rely on state funded programs (such as the TRRC’s Orphan Well Program) for coverage of certain plugging and abandonment liabilities upon declaration of bankruptcy by any of our customers. However, such actions may not be adequate to cover our liabilities, and we are not fully protected or insured against all risks. We do not expect environmental compliance costs to have a material adverse effect on our results of operations, cash flows and financial position; however, there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on our results of operations, cash flows and financial position, or on those of our customers.

The more significant of these existing environmental and occupational health and safety laws and regulations include the following U.S. legal standards, as amended from time to time:

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the CAA, which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring and reporting requirements, and which the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to GHG emissions;

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the Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), which regulates discharges of pollutants into state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States;

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the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), which imposes liability on generators, transporters, and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur;

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the Resource Conservation and Recovery Act (“RCRA”), which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes;

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the Oil Pollution Act of 1990, which subjects owners and operators of onshore facilities, pipelines and other facilities, as well as lessees or permittees of areas in which offshore facilities are located, that are the site of an oil spill in waters of the United States, to liability for removal costs and damages;

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the Safe Drinking Water Act (the “SDWA”), which ensures the quality of the United States’ public drinking water through the adoption of drinking water standards and control of the injection of waste fluids into below-ground formations that may adversely affect drinking water sources;

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the ESA, which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas;

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the National Environmental Policy Act, which requires federal agencies to evaluate major agency actions having the potential to impact the environment and that may require the preparation of environmental assessments and more detailed environmental impact statements that may be made available for public review and comment; and

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the Occupational Safety and Health Act (“OSHA”), which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.

Texas and New Mexico have similar laws and regulations in many respects. These environmental and occupational health and safety laws and regulations generally restrict the level of substances generated as a result of operations that may be emitted to ambient air, discharged to surface water, and disposed or released to surface and below-ground soils and ground water. Additionally, there exist state and local jurisdictions in the United States where we operate that also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities. Any failure by us, or our customers, to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal fines or penalties; the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures; the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of projects; and the issuance of injunctions restricting or prohibiting some or all activities in a particular area. Certain environmental laws also provide for citizen suits, which allow environmental organizations to act in place of the government and sue those subject to the laws, in many cases, our customers for alleged violations of environmental law. The ultimate financial impact arising from environmental laws and regulations is neither clearly known nor determinable as existing standards are subject to change and new standards continue to evolve.

Some of our land has been or is now operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes, or petroleum hydrocarbons is not under our control. Under environmental laws such as CERCLA and RCRA, we could incur strict, joint and several liability for remediating hydrocarbons, hazardous substances or wastes disposed of or released by us or prior owners or operators. We also could incur costs related to the clean-up of third-party sites to which we sent regulated substances for disposal or to which we sent equipment for cleaning, and for damages to natural resources or other claims related to releases of regulated substances at or from such third-party sites.

Waste Disposal. RCRA and comparable state statutes regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and nonhazardous wastes. Pursuant to rules issued by the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Drilling fluids, produced water, and most of the other wastes associated with the exploration, development, and production of oil or gas, if properly handled, are currently exempt from regulation as hazardous waste under RCRA, and instead are regulated under RCRA’s less stringent nonhazardous waste provisions, state laws or other federal laws. However, it is possible that certain oil and natural gas drilling and production wastes now classified as nonhazardous could be classified as hazardous wastes in the future. Any loss of the RCRA exclusion for drilling fluids, produced water and related wastes could result in an increase in our and our oil and natural gas producing operators’ costs to manage and dispose of generated wastes, which could have a material adverse effect on our and our customers’ results of operations, cash flows and financial position. Texas and New Mexico have received authority from the EPA to administer the RCRA program in their respective jurisdictions, in addition to their own state regulations.

Wastes containing naturally occurring radioactive materials (“NORM”) may also be generated in connection with our customers’ operations. Certain processes used to produce oil and natural gas may enhance the

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radioactivity of NORM, which may be present in oilfield wastes. NORM is subject primarily to individual state radiation control regulations. For example, the TRRC and New Mexico Oil Conservation District generally regulate the management and disposal of NORM from oil and natural gas operations in their own respective jurisdictions. In addition, NORM handling and management activities are governed by regulations promulgated by OSHA. These state and OSHA regulations impose certain requirements concerning worker protection, the treatment, storage and disposal of NORM waste and the management of waste piles, containers and tanks containing NORM, as well as restrictions on the uses of land with NORM contamination.

The CWA and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and hazardous substances, into state waters and waters of the U.S. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA and analogous state laws also require individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities.

Water Regulation. The CWA also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit. There continues to be uncertainty regarding the federal government’s applicable jurisdictional reach under the CWA over waters of the U.S., including wetlands, as the EPA and the U.S. Army Corps of Engineers (“Corps”) have pursued multiple rulemakings since 2015 in an attempt to determine the scope of such reach. In January 2023, EPA and the Corps issued a final rule founded upon the pre-2015 regulations and incorporated updates based on existing Supreme Court decisions, including considerations based on regional and geographic differences. However, this rule has been subject to legal challenge and is currently enjoined in Texas. Additionally, in May 2023, the Supreme Court decided Sackett v. EPA, a case relating to the legal tests used to determine whether wetlands should be considered “waters of the United States.” In Sackett, the Supreme Court significantly narrowed the scope of “waters of the United States” from its earlier jurisprudence by holding that, under the CWA, the word “waters” refers only to geographical features that are described in ordinary parlance as “streams, rivers, oceans, and lakes” and adjacent wetlands that are indistinguishable from those bodies of water due to a continuous surface connection. A revised WOTUS rule was issued in September 2023, to amend the January 2023 rule based on the Sackett decision, but it is currently being challenge in multiple courts. Due to the rule’s injunction in certain states, the implementation of the September 2023 final rule varies by state and the operative definition is different in the two states in which we currently operate. However, we cannot predict what actions the incoming Trump Administration may take with respect to any of these regulations and the timing with respect to the same. As a result, there is significant uncertainty with respect to wetlands regulations under the CWA at this time. To the extent, however, any rule or regulation expands the scope of the CWA’s jurisdiction, we, WaterBridge, Desert Environmental and our producers and other customers could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas. These laws and any implementing regulations provide for administrative, civil and criminal penalties for any unauthorized discharges of crude oil and other substances in reportable quantities and may impose substantial potential liability for the costs of removal, remediation and damages. To the extent that any new final rule or rules issued by the EPA and Corps expands the scope of the CWA’s jurisdiction in areas where we or our customers conduct operations, such developments could increase compliance expenditures or mitigation costs, contribute to delays, restrictions, or cessation of the development of projects, and also reduce the rate of production of oil and natural gas from producers with whom we have a business relationship and, in turn, have a material adverse effect on our results of operations, cash flows and financial position. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for noncompliance with discharge permits or other requirements of the CWA and analogous state laws and regulations.

Air Emissions. The CAA and comparable state laws restrict the emission of air pollutants from many sources through air emissions standards, construction and operating permit programs and the imposition of other compliance standards. These laws and regulations may require us, or our customers, to obtain preapproval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. The need to obtain permits has the potential to delay our

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projects as well as our customers’ development of various types of projects. Over the next several years, our customers may incur certain capital expenditures for air pollution control equipment or other air emissions related issues, which could lead to an increase in our customers’ operating costs or a decrease in our or our customers’ revenues and limit future development activity by our customers, including WaterBridge and Desert Environmental, thereby reducing their demand for the use of our land and resources. For example, in 2015, the EPA issued a final rule under the CAA, making the National Ambient Air Quality Standard (“NAAQS”) for ground level ozone more stringent. In December 2020, the EPA under the Trump Administration published a final action that elected to retain the 2015 ozone NAAQS without revision on a going-forward basis. However, several groups have filed litigation over this December 2020 decision, and the Biden Administration announced plans to reconsider the December 2020 final action in favor of a more stringent ground-level ozone NAAQS. On August 21, 2023, the EPA announced a new review of the ozone NAAQS to reflect updated ozone science in combination with the reconsideration of the December 2020 decision. However, the review remains ongoing and is not expected to be complete before the EPA’s five-year cycle for NAAQS review in December 2025. Further, on October 29, 2024, the EPA entered into a Consent Decree with environmental litigants which requires the EPA to issue a final NAAQS for nitrogen oxides by November 10, 2028.

State implementation of the revised NAAQS could also result in the imposition of more stringent requirements through permits issued by the New Mexico Environmental Department or the Texas Commission on Environmental Quality if projects on our land have air emissions above certain thresholds set under applicable laws and regulations. Compliance with the NAAQS requirements or other air pollution control and permitting requirements has the potential to delay the development of oil and natural gas and other projects and increase our or our customers’ costs of development and production, which costs could reduce demand for our services and have a material adverse impact on our results of operations, cash flows and financial position.

The EPA has, in recent years, made considerable efforts to regulate GHG emissions from oil and natural gas operations, including regulations that establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, implement New Source Performance Standards directing the reduction of methane from certain new, modified, or reconstructed facilities in the oil and natural gas sector. In addition, the IRA amends the CAA to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories. The IRA also imposes a federal fee on the emission of GHGs through a methane emissions charge, including onshore petroleum and natural gas production. In May 2024, the EPA issued a final rule to implement the IRA’s methane fee, which starts at $900 per metric ton of waste emissions in 2024, increasing to $1,200 for 2025, and $1,500 for 2026 and beyond, and only applies to emissions that exceed the statutorily specified levels. These regulations and methane emissions charges, could increase costs for our customers and, indirectly, adversely affect our results of operations, cash flows and financial position. However, we cannot predict whether, how, or when the Trump Administration might take action to revise or repeal the methane emissions charge or the finalized EPA rules related to GHG emissions. Additionally, Congress may take actions to repeal or revise the IRA, including with respect to the methane emissions charge, which timing or outcome similarly cannot be predicted.

Produced Water Handling Facilities. Water handling via underground injection is regulated pursuant to the Underground Injection Control (“UIC”) program established under the SDWA and analogous state and local laws and regulations. The UIC program includes requirements for permitting, testing, monitoring, recordkeeping and reporting of produced water handling activities, as well as a prohibition against the migration of fluid containing any contaminant into underground sources of drinking water. State regulations require a permit from the applicable regulatory agencies to operate produced water handling facilities. Authority over underground injection and disposal wells has been delegated by the EPA to the TRRC and the NMOCD, respectively. Although our customers monitor the injection process of their facilities, any leakage from the subsurface portions of the produced water handling facilities could cause degradation of groundwater resources, potentially resulting in suspension of our customers UIC permits, issuance of fines and penalties from governmental agencies,

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incurrence of expenditures for remediation of the affected resource and imposition of liability by third parties claiming damages for alternative water supplies, property and personal injuries. A change in water handling regulations or the inability to obtain permits for new produced water handling permits in the future may affect our customers’ ability to handle produced water and other substances on our land, which could adversely affect our business, results of operations, cash flows and financial position.

Furthermore, in response to seismic events in the past several years near produced water handling facilities used for disposal by injection of produced water resulting from oil and natural gas activities, federal and some state agencies are investigating whether such facilities have caused increased seismic activity, and some states have restricted, suspended or shut down the use of such produced water handling facilities in certain areas prone to increased seismic activity. Developing research suggests that the link between seismic activity and wastewater disposal may vary by region and that only a very small fraction of the tens of thousands of produced water handling facilities have been suspected to be, or have been, the likely cause of induced seismicity. In 2016, the U.S. Geological Survey identified six states with the most significant hazards from induced seismicity, including Oklahoma, Kansas, Texas, Colorado, New Mexico and Arkansas. As a result of these concerns, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water handling facilities or otherwise to assess any relationship between seismicity and the use of such wells. For example, the TRRC has issued rules for water handling facilities that imposed certain permitting and operating restrictions and reporting requirements on produced water handling facilities in proximity to faults. New Mexico has, in some parts of the state, issued monitoring and reporting guidelines with respect to seismic activity and requires significant spacing between produced water handling facilities.

States also may issue orders to temporarily shut down or to curtail the injection depth of existing facilities in the vicinity of seismic events. In Texas, the TRRC has pursued several regulatory initiatives since the latter half of 2021 as a result of recent seismic activity in an area of the Midland Basin including: (i) directing operators to pursue voluntary reductions in produced water handling from scores of produced water handling facilities in response to earthquakes; (ii) suspending certain deep produced water handling permits within seismic response areas: and (iii) suspending all produced water handling permits to inject oil and natural gas waste into deep strata within the boundaries of seismic response areas. In November 2021, New Mexico implemented protocols requiring operators to take various actions within a specified proximity of certain seismic activity, including a requirement to limit injection rates if a seismic event is of a certain magnitude. Further, on July 11, 2024, New Mexico announced the administrative cancellation of 75 pending permit applications for UIC Class II wells within the 10-mile County Line Seismic Response Area, due to the potential for increased seismicity within the area. An additional consequence of this seismic activity is lawsuits alleging that produced water handling operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. The adoption and implementation of any new laws, regulations or directives that restrict our customers’, including WaterBridge’s, ability to dispose of wastewater on our land by limiting volumes, disposal rates, produced water handling facility locations or otherwise, or requiring our customers to shut down produced water handling facilities, could reduce the demand for use of our land and resources and limit the fees and royalties we receive from the transportation and the handling of produced water on our land, which would have a material adverse effect on our results of operations, cash flows and financial position.

Hydraulic Fracturing. Hydraulic fracturing involves the injection of water, sand or other proppants and chemical additives under pressure into targeted geological formations to fracture the surrounding rock and stimulate production. Hydraulic fracturing is an important and common practice that is typically regulated by state oil and natural gas commissions or similar agencies. However, the practice continues to be controversial in certain parts of the country, resulting in increased scrutiny and regulation of the hydraulic fracturing process, including by federal agencies that have asserted regulatory authority or pursued investigations over certain aspects of the hydraulic fracturing process.

Moreover, some state and local governments, including states where our customers operate, have adopted, and other governmental entities are considering adopting, regulations that could impose more stringent permitting, disclosure and well construction requirements on hydraulic fracturing operations, including bans on

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hydraulic fracturing. For example, Texas, New Mexico and other states have adopted regulations that impose stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations. The TRRC in 2014, for instance, issued a “well integrity rule” which updated the requirements for drilling, completing and cementing wells. The rule also included new testing and reporting requirements, such as the requirement to submit cementing reports after well completion or after cessation of drilling (whichever is later) and imposition of additional testing on wells less than 1,000 feet below usable groundwater. States could also elect to place certain prohibitions on hydraulic fracturing. Further, in multiple annual New Mexico legislative sessions, there have been continued efforts to pause hydraulic fracturing and cease state issuance of permits for a four year time period, although none of the bills introduced on this topic have yet passed the New Mexico Legislature.

In the event that new federal, state or local restrictions or bans on the hydraulic fracturing process are adopted in areas where our land is located, our customers may incur additional costs or permitting requirements to comply with such requirements that may be significant in nature and our customers could experience added restrictions, delays or cancellations in their exploration, development, or production activities, which would in turn reduce the demand for use of our land and resources and have a material adverse effect on our results of operations, cash flows and financial position.

Climate Change. The threat of climate change continues to attract considerable attention from the public and policymakers in the U.S. and around the world. As a result, numerous proposals have been made, and more are likely forthcoming at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. As a result, our operations as well as the operations of our customers are subject to a series of regulatory, political, litigation, and financial risks associated with our and their operations, including those related to the production and processing of fossil fuels and emission of GHGs.

Endangered Species. ESA restricts activities that may affect endangered or threatened species or their habitats. Similar protections are afforded under the MBTA, which prohibits the taking of protected migratory bird species without prior authorization by the FWS. To the degree that species listed under the ESA or similar state laws, or are protected under the MBTA, live in the areas where we or our customers operate, our and our customers’ abilities to conduct or expand operations and construct facilities could be limited or we and our customers could be forced to incur material additional costs. Moreover, our customers’ drilling activities may be delayed, restricted, or cancelled in protected habitat areas or during certain seasons, such as breeding and nesting seasons. Some of our land and the operations of our customers are located in areas that are designated as habitats for protected species. In addition, the FWS may make determinations on the listing of unlisted species as endangered or threatened under the ESA. For example, in November 2022, the FWS listed the northern district population segment of the lesser prairie chicken (encompassing southwest Colorado, southcentral to western Kansas western Oklahoma and the northeast Texas Panhandle) as threatened under the ESA, and the southern district population segment (covering eastern New Mexico and the southwest Texas panhandle) as endangered. The listing decision for the lesser prairie chicken was challenged by the states of Texas, Kansas, and Oklahoma, and various industry groups, and the litigation remains ongoing in the U.S. District Court for the Western District of Texas. Further, the FWS listed the dunes sagebrush lizard as an endangered species under the ESA in a final rule that became effective in June 2024. In September 2024, however, that listing decision was also challenged by the state of Texas in the U.S. District Court for the Western District of Texas. The results of that challenge remain uncertain. Critical habitat for the species has not yet been designated but is expected to occur after a separate rulemaking in the future. The designation of previously unidentified endangered or threatened species could indirectly cause us or our customers to incur additional costs, cause our or our customers’ operations to become subject to operating restrictions or bans and limit future development activity in affected areas. The FWS and similar state agencies may designate critical or suitable habitat areas that they believe are necessary for the survival of threatened or endangered species.

Over time, the trend in environmental and occupational health and safety regulation is to typically place more restrictions and limitations on activities that may adversely affect the environment or expose workers to

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injury and thus, any changes in environmental or occupational health and safety laws and regulations or reinterpretation of enforcement policies that may arise in the future and result in more stringent or costly waste management or disposal, pollution control, remediation or occupational health and safety-related requirements could have a material adverse effect on our business, results of operations, cash flows and financial position. We may not have insurance or be fully covered by insurance against all environmental and occupational health and safety risks, and we may be unable to pass on increased compliance costs arising out of such risks to our customers. We review regulatory and environmental issues as they pertain to us and we consider regulatory and environmental issues as part of our general risk management approach. For more information on environmental and occupational health and safety matters, see “Risk Factors—Risks Related to Environmental and Other Regulations—Legislation or regulatory initiatives intended to address seismic activity, over-pressurization or subsidence could restrict drilling, completion and production activities, as well as WaterBridge’s ability to handle produced water gathered from its customers, which could have a material adverse effect on our results of operations, cash flows and financial position,” “Risk Factors—Risks Related to Environmental and Other Regulations—The results of operations of our customers, as well as producers on or around our land, may be materially impacted by efforts to transition to a lower-carbon economy,” “Risk Factors—Risks Related to Our Business and Operations—We may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect our results of operations, cash flows and financial position,” “Risk Factors—Risks Related to Our Business and Operations—We or our customers may be unable to obtain and renew permits necessary for operations, which could materially and adversely affect our results of operations, cash flows and financial position” and “Risks Related to Our Business and Operations.”

Oil, Natural Gas and NGL Data

Proved Reserves

Evaluation of Proved Reserves. Our proved reserves estimates as of December 31, 2023 and 2022 are based on reserves reports prepared by W.D. Von Gonten & Co. (“Von Gonten”), our independent petroleum engineers. The reports of Von Gonten contain further discussion of the reserves estimates and their preparation procedures.

Von Gonten was founded in 1995 and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No. F-1855. Within Von Gonten, the technical persons primarily responsible for preparing the reserves estimates set forth in the reserves reports incorporated herein are William D. Von Gonten, Jr., President, and Travis C. Swanson, Petroleum Engineer. Mr. Von Gonten has served as President of Von Gonten since its founding in November 1995. His experience includes significant projects in both conventional and unconventional resources in every major U.S. producing basin and abroad, including oil and natural gas shale plays, coalbed methane fields, waterfloods and complex, faulted structures. Mr. Von Gonten graduated from Texas A&M University in 1988 with a Bachelor of Science degree in Petroleum Engineering and is a registered Professional Engineer in the State of Texas. He is also a member of the Society of Petroleum Engineers (SPE) and the Society of Petroleum Evaluation Engineers (SPEE). Mr. Swanson has been an employee of, and served as a petroleum engineer for, Von Gonten since June 2011 and has approximately 13 years of prior industry experience. Mr. Swanson graduated from Texas A&M University in 2011 with a Bachelor of Science degree in Petroleum Engineering and is a registered Professional Engineer in the State of Texas. He is also a member of the Society of Petroleum Engineers (SPE) and the Society of Petroleum Evaluation Engineers (SPEE). Both Mr. Von Gonten’s and Mr. Swanson’s responsibilities include reserves and economic evaluations, fair market valuations, field studies, pipeline resource studies and acquisition/divestiture analysis.

Both Messrs, Von Gonten and Swanson meet or exceed the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Both are proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines. Von Gonten does not have any ownership in any of

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our properties, and no portion of Von Gonten’s compensation is directly dependent on the quantity of reserves booked. A summary of Von Gonten’s reports with respect to our proved reserves estimates as of December 31, 2023 and 2022 are included as exhibits to the registration statement of which this prospectus forms a part.

Our management team works closely with Von Gonten to ensure the integrity, accuracy and timeliness of the data used to estimate our reserves. Members from our management team meet with our independent petroleum engineers periodically during the period covered by the reserves reports to discuss the assumptions and methods used in the reserves estimation process. We provide historical information to Von Gonten for our properties, such as ownership interest, oil and natural gas production and commodity prices. Our Chief Accounting Officer oversees our reserve estimates process, and directly reports to our Chief Executive Officer who is responsible for overseeing the review of our reserve estimates.

The preparation of our reserves estimates were reviewed in accordance with our internal control procedures. These procedures, which are intended to ensure reliability of reserves estimations, include the following:

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review and verification of historical production data, which data is based on actual production as reported by our operators;

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review by our Chief Accounting Officer of all of our reported reserves, including the review of all significant reserves changes and all new PUDs additions;

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review and verification of net revenue interests, costs inputs applicable to ownership interests and reasonableness of other cost assumptions impacting the economic life of the reserves;

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review of reserves estimates by our Chief Accounting Officer or by personnel under his direct supervision; and

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direct reporting responsibilities by our Chief Accounting Officer to our Chief Executive Officer and Chief Operating Officer.

Estimation of Proved Reserves. In accordance with rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations. The term “reasonable certainty” means deterministically, the quantities of oil and/or natural gas are much more likely to be achieved than not, and probabilistically, there should be at least a 90% probability of recovering volumes equal to or exceeding the estimate. All of our proved reserves as of December 31, 2023 and 2022 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (i) production performance-based methods; (ii) material balance-based methods; (iii) volumetric-based methods; and (iv) analogy. These methods may be used singularly or in combination by the reserves evaluator in the process of estimating the quantities of reserves. Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a reasonably high degree of accuracy. Non-producing reserves estimates, for developed and undeveloped properties, were forecast using analogy methods. This method provides a reasonably high degree of accuracy for predicting proved developed non-producing and PUDs for our properties, due to the abundance of analog data.

To estimate economically recoverable proved reserves and related future net cash flows, we considered many factors and assumptions, including the use of reservoir parameters derived from geological and engineering data that cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

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Under SEC rules, reasonable certainty can be established using techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field-tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well test data, decline curve analysis, geophysical interpretation, log analysis, volumetric calculations, core analysis, reservoir simulation and historical well cost and operating expense data.

Summary of Reserves. The following table presents our estimated net proved reserves as of December 31, 2023 and 2022, based on our proved reserves estimates as of such date, which have been prepared by Von Gonten, our independent petroleum engineers, in accordance with the rules and regulations of the SEC. All of our proved reserves are located in the United States.


	December 31,
	2023⁽¹⁾		2022⁽¹⁾
Estimated proved developed reserves:
Oil (MBbls)		809		622
Natural gas (MMcf)		2,957		1,821
NGLs (MBbls)		193		121

Total (Mboe)⁽²⁾		1,495		1,047
Estimated proved undeveloped reserves:
Oil (MBbls)		887		1,154
Natural gas (MMcf)		2,278		3,151
NGLs (MBbls)		151		210

Total (Mboe)⁽²⁾		1,418		1,889
Estimated proved reserves:
Oil (MBbls)		1,696		1,776
Natural gas (MMcf)		5,235		4,972
NGLs (MBbls)		344		331

Total (Mboe)⁽²⁾		2,913		2,936

(1)

Our reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For oil and NGL volumes, the average WTI posted price of $78.22 per barrel and $95.84 per barrel as of December 31, 2023 and 2022 was adjusted for items such as gravity, quality, local conditions, gathering, transportation fees and distance from market. For natural gas volumes, the average Henry Hub Index spot price of $2.64 per MMBtu and $6.77 per MMBtu as of December 31, 2023 and 2022 was similarly adjusted for items such as quality, local conditions, gathering, transportation fees and distance from market. All prices are held constant throughout the lives of the properties. The average realized product prices over the remaining lives of the properties are $76.40 per barrel of oil, $1.67 per MMBtu of natural gas and $24.45 per barrel of NGLs as of December 31, 2023. The average realized product prices over the remaining lives of the properties were $93.67 per barrel of oil, $6.36 per MMBtu of natural gas and $28.10 per barrel of NGLs as of December 31, 2022.

(2)	We present our total reserves on an Mboe basis, calculated at the rate of one barrel of oil per six Mcf of natural gas based upon the relative energy content. This is an energy content correlation and does not reflect the price or value relationship between oil and natural gas.

Reserve engineering is a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserves estimate is a function of

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the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserves estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net cash flows are based on a number of variables and assumptions, including geologic interpretation, prices and future production rates and costs, all of which may vary from actual results. Please read “Risk Factors.”

Additional information regarding our proved reserves can be found in the notes to our financial statements included elsewhere in this prospectus and the proved reserves reports as of December 31, 2023 and 2022, which are included as exhibits to the registration statement of which this prospectus forms a part.

PUDs

The following table summarizes our changes in PUDs during the years ended December 31, 2022 and 2023. PUDs will be converted from undeveloped to developed as the applicable wells begin production.


	Oil (MBbls)			Natural Gas (MMcf)			NGL (MBbls)			Proved Undeveloped Reserves (Mboe)
Balance, January 1, 2022		1,049			3,335			222			1,827
Acquisitions of reserves		—			—			—			—
Extensions and discoveries		291			560			37			421
Divestiture of minerals in place		—			—			—			—
Revisions of previous estimates		(26	)		(93	)		(6	)		(47	)
Transfers to estimated proved developed		(160	)		(651	)		(43	)		(312	)

Balance, December 31, 2022		1,154			3,151			210			1,889

Acquisitions of reserves		—			—			—			—
Extensions and discoveries		—			—			—			—
Divestiture of minerals in place		—			—			—			—
Revisions of previous estimates		(23	)		(82	)		(6	)		(42	)
Transfers to estimated proved developed		(244	)		(791	)		(53	)		(429	)

Balance, December 31, 2023		887			2,278			151			1,418

Changes in our PUDs that occurred during the year ended December 31, 2022 were primarily due to:

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well additions, extensions and discoveries of approximately 421 Mboe primarily due to the addition of five new gross well locations based on increased operator drilling activity;

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negative revisions of previous estimates of approximately 47 Mboe. 102 Mboe decrease was due to reclassification of three gross well locations to unproved due to modified operator development, partially offset by 55 Mboe increase was due to changes in commodity prices; and

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transfers of approximately 312 Mboe due to three gross well locations that were previously categorized as proved undeveloped but were drilled during the year resulting in the addition of proved developed reserves.

Changes in our PUDs that occurred during the year ended December 31, 2023 were primarily due to:

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negative revisions of previous estimates of approximately 42 Mboe. 42 Mboe decrease was due to changes in commodity prices; and

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•

transfers of approximately 429 Mboe due to five gross well locations that were previously categorized as proved undeveloped but were drilled during the year resulting in the addition of proved developed reserves.

As a mineral and royalty interests owner, we do not incur any capital expenditures or lease operating expenses in connection with the development of our PUDs, which costs are borne entirely by the working interest owners. As a result, during the year ended December 31, 2023, we did not have any expenditures to convert PUDs to proved developed reserves.

We identify drilling locations based on an assessment of current geologic, engineering and land data. This includes drilling space unit formation and current well spacing information derived from state agencies and the operations of the E&P companies drilling our mineral and royalty interests. We generally do not have evidence of approval of our operators’ development plans, however we use a deterministic approach to define and allocate locations to proved reserves. In preparing our assessment, Von Gonten reviewed publicly available geological information or engineering data that it gathered and historical production data provided by operators, or otherwise publicly available information of or related to the operators of the reserves underlying our acreage, including the number of drilling rigs such operators are operating on and around our land, the drilling permits issued to such operators on or in proximity to our acreage and information disclosed by such operators regarding their drilling and development programs and their announced capital expenditure budgets and availability of liquidity. Von Gonten then compared such information against the historical drilling and development programs and trends of such operators, such as their historical conversion rates and development trends, for consistency and reasonableness relative to past practice and the then existing commodity price environment, as well as other economic conditions. In addition, our personnel confer informally from time to time with such operators to understand whether our expectations regarding their drilling and development activities are consistent with their near-term drilling schedules. Further, in providing its estimates, Von Gonten classifies proved reserves based on locations that are economically producible from a known reservoir at existing economic and operating conditions, the consideration of economic inputs, including commodity prices, contract differentials and prevailing development and operating costs in the region as of the date of the assessment, only including reserves associated with locations that are direct offsets to productive wells or units in accordance with SEC definitions with respect to proved undeveloped locations.

While many of our locations qualify as geologic PUDs, we limit our PUDs to the quantities of oil and natural gas that are reasonably certain to be recovered in the next five years. In accordance with SEC rules, our PUDs are only booked if they relate to wells that we reasonably expect, based on the above described assessment, to be scheduled to be drilled within five years after the date of booking. As of December 31, 2023 and 2022, approximately 49% and 64% of our total proved reserves were classified as PUDs, respectively.

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Oil, Natural Gas and NGLs Production Prices and Costs

Production and Price History

The following table sets forth information regarding net production of oil, natural gas and NGLs, and certain price and cost information for each of the periods indicated:


	Year Ended December 31,
	2023		2022
Net royalty production volumes:
Oil (MBbls)		225		145
Natural gas (MMcf)		693		438
NGLs (MBbls)		68		24

Equivalents (Mboe) ⁽¹⁾⁽²⁾		409		242
Average realized prices:
Oil ($/Bbl)	$	76.17	$	95.84
Natural gas ($/Mcf)		2.34		6.77
NGLs ($/Bbl)		19.44		38.71

Equivalents ($/Boe) ⁽²⁾	$	49.10	$	73.52
Average costs ($/Boe):
Severance and ad valorem taxes	$	2.97	$	5.28
Transportation, processing and other		0.15		0.01

Net realized ($/Boe)	$	46.33	$	68.23

(1)	May not sum or recalculate due to rounding.

(2)	We present our total production on an Mboe basis, calculated at the rate of one barrel per six Mcf based upon the relative energy content. This is an energy content correlation and does not reflect the price or value relationship between oil and natural gas.

Productive Wells

Productive wells consist of producing horizontal wells, wells capable of production and exploratory, development or extension wells that are not dry wells. The table below sets forth our productive wells as of December 31, 2023 and 2022. All of our productive wells are gross productive horizontal wells.


	December 31,
	2023				2022
	Gross		Net		Gross		Net
Oil		43		1.7		39		1.7
Natural gas		34		1.5		19		1.0

Total		77		3.2		58		2.7

We do not own any working interests in any wells. Accordingly, we do not own any net wells as such term is defined by Item 1208(c)(2) of Regulation S-K.

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Acreage

The table below sets forth historical information about our developed and undeveloped gross mineral acres and net royalty acres as of December 31, 2023 and 2022.


	December 31,
	2023							2022
	Gross Mineral Acres		Weighted Average Royalty Interest			Net Royalty Acres		Gross Mineral Acres		Weighted Average Royalty Interest			Net Royalty Acres
Developed		1,775		23.9	%		423		1,423		23.9	%		339
Undeveloped		2,405		23.9	%		575		2,757		23.9	%		659
Total		4,180		23.9	%		998		4,180		23.9	%		998

The table below sets forth our leased and unleased gross mineral acres as of December 31, 2023 and 2022.


	December 31,
	2023					2022
	Gross Mineral Acres		%			Gross Mineral Acres		%
Leased		3,520		84	%		3,311		79	%
Unleased		660		16	%		869		21	%

Total gross mineral acres		4,180		100	%		4,180		100	%

Drilling Results

The table below sets forth information related to wells drilled on our acreage during the years ended December 31, 2023 and 2022, gross and net wells turned to production. As a holder of mineral and royalty interests, we generally are not provided information as to whether any wells drilled on the properties underlying our acreage are classified as exploratory or as developmental wells. We are not aware of any dry holes drilled on the acreage underlying our mineral interests during the relevant periods.


	Year Ended December 31,
	2023		2022
Productive Gross		19		16
Dry		—		—

Total		19		16

Productive Net		0.7		0.6

Legal Proceedings

We are periodically party to proceedings and claims incidental to our business. While many of these other matters may not be predicted with certainty, we believe that the liability, if any, ultimately incurred with respect to such other proceedings and claims will not have a material adverse effect on our financial position or on our liquidity, capital resources, future results of operations or cash flows. We will continue to evaluate proceedings and claims involving us on a regular basis and will establish and adjust any estimated reserves as appropriate to reflect our assessment of the then current status of the matters.

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MANAGEMENT

Set forth below are the names, ages and titles of our executive officers and director:


Name	Age	Position with LandBridge Company LLC
Jason Long	42	President and Chief Executive Officer; Director
Scott L. McNeely	40	Executive Vice President, Chief Financial Officer
Harrison Bolling	40	Executive Vice President and General Counsel
Jason Williams	45	Executive Vice President, Chief Administrative Officer
David N. Capobianco	54	Director
Matthew K. Morrow	55	Director
Michael S. Sulton	47	Director
Frank Bayouth	58	Director
Kara Goodloe Harling	46	Director
Ben Moore	60	Director
Charles Watson	74	Director
Ty Daul	57	Director
Valerie P. Chase	41	Director
Andrea Nicolás	57	Director

Executive Officers and Directors

The following is a biographical summary of the business experience of our executive officers and directors:

Jason Long—President and Chief Executive Officer; Director. Mr. Long has served as our Chief Executive Officer since January 2024. Mr. Long has also served on our board of directors since the consummation of the IPO. Mr. Long previously served as our Co-Chief Executive Officer and Chief Operating Officer from September 2021 until December 2023. Mr. Long joined DBR Land in September 2021. Mr. Long also currently serves as President and Chief Executive Officer of WaterBridge and has served in such roles since January 2024. Mr. Long previously served as Co-Chief Executive Officer and Chief Operating Officer of WaterBridge from May 2020 to December 2023 and as Co-President and Chief Operating Officer of WaterBridge from September 2018 to May 2020. Prior to joining WaterBridge, Mr. Long founded and served as President of EnWater Solutions, LLC and Pelagic Water Systems, LLC, each a produced water gathering and disposal company in the Delaware Basin, from January 2014 to September 2017. Mr. Long graduated from Texas Christian University with a Bachelor of Science. A native of West Texas, Mr. Long is an oil and natural gas entrepreneur with more than 18 years’ experience founding and operating businesses.

We believe that Mr. Long’s role as our Chief Executive Officer, as well as his substantial experience founding and operating businesses, particularly in an industry in which we target customers, make him well qualified to serve as a member of our board of directors.

Scott L. McNeely—Executive Vice President, Chief Financial Officer. Mr. McNeely has served as our Executive Vice President, Chief Financial Officer since January 2024. Mr. McNeely joined DBR Land in September 2021 as Vice President, Finance. Mr. McNeely also currently serves as Executive Vice President, Chief Financial Officer, of WaterBridge and has served in such role since January 2024. Mr. McNeely previously served as Senior Vice President, Finance of WaterBridge from January 2023 to December 2023, Vice President, Finance of WaterBridge from July 2019 to December 2022, and Director of Finance of WaterBridge, from April 2018 to June 2019. Prior to joining WaterBridge, Mr. McNeely served as an Investment Banking Senior Associate at Citigroup from June 2015 to March 2018. Prior to serving in such role, Mr. McNeely served in various roles within the intelligence community, including for CACI International Inc. (NYSE: CACI) from 2010 to 2012 and Leidos Holdings Inc. (NYSE: LDOS) from 2012 to 2014. Before joining CACI International,

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Mr. McNeely served as an active-duty Air Force intelligence officer from 2005 to 2010. Mr. McNeely graduated from the University of California, Riverside with a Bachelor of Science in Computational Mathematics in 2005, the University of Oklahoma with Master of Arts in International Relations in 2011 and the Kellogg School of Management at Northwestern University with a Master of Business Administration in 2016.

Harrison Bolling—Executive Vice President and General Counsel. Mr. Bolling has served as our Executive Vice President and General Counsel since our formation in September 2023. Mr. Bolling joined DBR Land in September 2021 as its Senior Vice President, General Counsel. Mr. Bolling also currently serves as the Executive Vice President and General Counsel of WaterBridge and has served in such role since March 2018. Prior to joining WaterBridge, Mr. Bolling served as Vice President and General Counsel of Core Midstream from May 2017 to February 2018. Before joining Core Midstream, Mr. Bolling served as Assistant General Counsel of PennTex Midstream Partners, L.P. (Nasdaq: PTXP) from January 2015 to February 2017. Prior to PennTex, Mr. Bolling served as an associate at Bracewell LLP from September 2008 to December 2014. Mr. Bolling received a Bachelor of Science in History and Economics from Vanderbilt University in 2005 and a Juris Doctor from the University of Texas School of Law in 2008.

Jason Williams—Executive Vice President, Chief Administrative Officer. Mr. Williams has served as our Executive Vice President, Chief Administrative Officer since January 2024. Mr. Williams joined DBR Land in September 2021 as its Senior Vice President, Chief Accounting Officer and previously served as Executive Vice President, Chief Accounting Officer and Head of Supply Chain of DBR Land from January 2023 to December 2023. Mr. Williams also currently serves as the Executive Vice President, Chief Administrative Officer of WaterBridge and has served in such role since January 2024. Mr. Williams joined WaterBridge as Vice President, Chief Accounting Officer in September 2019 and previously served as Senior Vice President, Chief Accounting Officer and Head of Supply Chain of WaterBridge from January 2021 to December 2022 and Executive Vice President, Chief Accounting Officer and Head of Supply Chain of WaterBridge from January 2023 to December 2023. Prior to joining WaterBridge, Mr. Williams served in various roles for BHP Groups Limited, a public multinational mining and metals company, including most recently as Acting Vice President, Accounting and Reporting and previously as Finance Manager Permian and Eagle Ford in which he managed 3,000 wells and 600 miles of pipelines. Before BHP, Mr. Williams served in various roles for Willbros Group, Inc., a global engineering and contractor company, including most recently as a controller. Prior to Willbros, Mr. Williams worked as an auditor at Grant Thornton LLP from January 2005 to December 2006. Mr. Williams received a Bachelor of Science in Accounting from the University of Houston, Clear Lake, in 2004.

David N. Capobianco—Director. Mr. Capobianco has served on our board of directors since the consummation of the IPO. Mr. Capobianco has served as the Chief Executive Officer and Managing Partner of Five Point since its founding in 2012. Prior to founding Five Point, Mr. Capobianco was a founder and co-head of the private equity group at Vulcan Capital. Mr. Capobianco also currently serves as a director on the boards of NDB LLC, WaterBridge Holdings LLC, Twin Eagle Resource Management, LLC, Deep Blue Midland Basin LLC, Northwind Midstream Holdings LLC, and San Mateo Midstream, LLC. He previously served as the Chairman of the Board of Vulcan Energy Corporation (formerly Plains Resources), a member of the Board and Chairman of the Compensation Committee of Plains All American (NYSE: PAA), a member of the Board of PAA/Vulcan Gas Storage (formerly Energy Center Investments), and Chairman of the Board of Vulcan Resources (formerly Calumet Florida). Before joining Vulcan, Mr. Capobianco served as senior member of the investment team at Greenhill Capital Partners, a member of the investment team of Harvest Partners and a member of the Energy Corporate Finance Group at Soloman Brothers. Mr. Capobianco received a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Duke University.

We believe that Mr. Capobianco’s skills and experience, particularly his approximately 25 years of industry experience investing and building leading infrastructure businesses of the type we target as customers, make him well qualified to serve as a member of our board of directors.

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Matthew K. Morrow—Director. Mr. Morrow has served on our board of directors since the consummation of the IPO. Mr. Morrow has served as the Chief Operating Officer and Managing Partner of Five Point since its founding in 2012. Prior to founding Five Point, Mr. Morrow served as President and Chief Executive Officer of ENSTOR Inc., one of the largest independent natural gas storage franchises in North America, prior to its sale to Iberdrola Energy Holdings, a North American natural gas marketing business. Following the sale of ENSTOR Inc. to Iberdrola Energy Holdings, Mr. Morrow served as the President and Chief Executive Officer of Iberdrola Energy Holdings. Mr. Morrow also served as a senior member at PPM Energy Canada Ltd, which focused on power generation, wind renewable and natural gas marketing and storage businesses. Prior to joining ENSTOR Inc. and PPM Energy Canada Ltd, Mr. Morrow held various senior positions with Texaco Natural Gas, culminating with his position as President. Mr. Morrow also currently serves as a director on the boards of NDB LLC, WaterBridge Holdings LLC, Twin Eagle Resource Management, LLC, Deep Blue Midland Basin LLC, Northwind Midstream Holdings LLC, and San Mateo Midstream, LLC. He also serves on the board of directors on Mission Lazarus, a non-profit organization with operations in Honduras and Haiti. He previously served as a director on the board of ENSTOR Inc., Iberdrola Energy Holdings and PPM Energy Canada Ltd. Mr. Morrow received a Master of Business Administration and a Bachelor of Science degree from Texas A&M University.

We believe that Mr. Morrow’s skills and experience, particularly his approximately experience leading and operating natural gas and renewable energy businesses of the type we target as customers, make him well qualified to serve as a member of our board of directors.

Michael S. Sulton—Director. Mr. Sulton has served on our board of directors since the consummation of the IPO. Mr. Sulton joined Five Point in January 2021 as its Executive Vice President and Partner. Prior to joining Five Point, Mr. Sulton served as a Managing Director of Piper Sandler & Co. (formerly Simmons & Company International), specializing in the energy industry. Throughout his 20-year investment banking career, Mr. Sulton has executed a wide range of transactions including mergers, divestitures and capital raises and participated in over 100 successful transactions. Mr. Sulton also currently serves on the board of Desert Environmental. Mr. Sulton received a Bachelor of Business Administration from Southern Methodist University and a Master of Business Administration from the University of Texas.

We believe that Mr. Sulton’s skills and experience, particularly his approximately 25 years of investing experience over a wide range of transactions, make him well qualified to serve as a member of our board of directors.

Frank Bayouth—Director. Mr. Bayouth has served on our board of directors since the consummation of the IPO. Mr. Bayouth currently serves as Executive Vice President and General Counsel at Five Point and has served in such role since joining Five Point in January 2022. Prior to joining Five Point, Mr. Bayouth served in various roles with Skadden, Arps, Slate, Meagher & Flom LLP for over 30 years, including over 20 years as a Partner, where he specialized in mergers and acquisitions and general corporate and securities law matters. Mr. Bayouth also currently serves on the boards of NDB LLC and WaterBridge Holdings LLC. Mr. Bayouth received a Bachelor of Business Administration in Accounting from Texas Tech University and a Juris Doctor from the University of Texas School of Law.

We believe that Mr. Bayouth’s legal, governance and merger and acquisitions expertise, which enable him to provide guidance in legal affairs, corporate governance and potential acquisitions, make him well qualified to serve as a member of our board of directors.

Kara Goodloe Harling—Director. Ms. Harling has served on our board of directors since the consummation of the IPO. Ms. Harling serves as the as the Chief Financial Officer and Chief Compliance Officer of Five Point. Prior to joining Five Point in February 2024, Ms. Harling served as the Chief Operating Officer and Chief Compliance Officer of Mountain Capital Management, LLC from January 2016 to February 2024. Ms. Harling also previously served as Chief Accounting Officer and Corporate Controller for Ascent Resources

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from January 2015 to January 2016. Prior to joining Ascent Resources, she served in multiple roles with American Energy Partners, LP. Ms. Harling began her career with Arthur Anderson in 2000 and joined Ernst & Young LLP in 2002, where she ultimately served as Partner before joining American Energy Partners, LP. Ms. Harling received a Bachelor of Business Administration in Accounting from Texas A&M University. Mr. Harling is a Certified Public Accountant in the State of Texas.

We believe that Ms. Harling’s skills and experience, particularly her financial experience across a variety of industries, including in the oil and natural gas industry for businesses of the type we target as customers, make her well qualified to serve as a member of our board of directors.

Ben Moore—Director. Mr. Moore has served on our board of directors since the consummation of the IPO. Mr. Moore joined Five Point in 2015, where he served as as Executive Vice President and Partner until November 2024. Mr. Moore serves as Executive Vice President of Subsurface and Sequestration at Northwind Midstream Partners, a wholly-owned portfolio company of Five Point. Prior to Five Point, Mr. Moore served as CEO and President of NorTex Midstream Partners, a gas storage and processing company located in the Fort Worth Basin for two years. Prior to joining Nortex, Mr. Moore served for 12 years with Enstor, the gas midstream subsidiary of Iberdrola, working as the Vice President of Operations and Engineering and formerly as the Vice President of Business Development. Mr. Moore also served in various engineering and marketing roles in the upstream industry for Dominion Energy, Shell Oil, and Tenneco Oil. Mr. Moore earned a Bachelor of Science in Petroleum Engineering from the University of Oklahoma in 1986 and a Master of Business Administration from Duke University in 1994.

We believe that Mr. Moore’s 35 years of upstream and midstream energy industry experience, particularly in operations, engineering, and compliance, make him well qualified to serve as a member of our board of directors.

Charles Watson—Director. Mr. Watson has served on our board of directors since the consummation of the IPO. Mr. Watson was chairman and co-founder of Twin Eagle, a midstream terminal and logistics company, from 2010 until his retirement in 2023, and currently remains on the board. He was chairman of Eagle Energy Partners, which he co-founded in 2003 and sold to Lehman Brothers in 2007. In 2008, Mr. Watson led the purchase of Eagle Energy Partners from Lehman Brothers and sale to Électricité de France (EDF). Mr. Watson was the chairman and CEO of Houston-based Dynegy Inc., a power generator, natural gas liquids producer and a large North American natural gas and power marketer. He established NGC Corp., Dynegy’s predecessor, in 1985 and served as chairman and CEO until his departure in May 2002. Mr. Watson worked at Conoco from 1972 until his departure in 1985.

He is currently on the board of Baylor College of Medicine. Mr. Watson is a past board member of Mainstream Renewable Power, a global developer of wind and solar plants. He was also on the board of Baker Hughes Inc. from 1990 to 2015. He is a member of the Angeleno Group board of advisors and also serves on the advisory council for DocuSign. Mr. Watson co-founded Caldwell Watson Real Estate Group in 1996. Mr. Watson served as governor, trustee and chairman of the Oklahoma State University Foundation and was inducted into the OSU Alumni Hall of Fame in 1997. Mr. Watson earned a bachelor’s degree in economics from Oklahoma State University in 1972.

We believe that Mr. Watson’s skills and experience, particularly as an executive and entrepreneur in the energy industry, make him well qualified to serve as a member of our board of directors.

Ty Daul—Director. Mr. Daul has served on our board of directors since the consummation of the IPO. Mr. Daul has served as Chief Executive Officer and a member of the Board of Directors of Primergy Solar, a developer, owner and operator of both distributed and utility scale solar photovoltaic and energy storage projects across North America, since May 2020. Prior to Primergy, Mr. Daul served as Vice President of Canadian Solar’s energy project development business throughout North and South America from March 2017 to May 2020, and was President of Recurrent Energy Group, a wholly owned subsidiary of Canadian Solar that functions

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as the company’s U.S. project development arm. Prior to Canadian Solar, Mr. Daul served as Senior Vice President, Americas Power Plants of SunPower Corporation from May 2015 to March 2017. In addition, Mr. Daul served on the Board of 8point3 Energy Partners LP, the publicly traded “yieldco” formed by SunPower Corporation and First Solar, Inc., from June 2015 to March 2017. Prior to joining SunPower, he co-founded Element Power in 2009 and oversaw the company’s wind and solar businesses in the Americas for five years. With more than three decades of experience in the power generation industry, Mr. Daul has been involved in more than 11 gigawatts of operating wind, solar and battery energy storage projects representing well over $13 billion of total investment and is currently responsible for a 22 GW portfolio of solar and battery energy storage projects, with over 1.7 GW of solar and 1.5 GW hours of energy storage in under construction or in operations totaling over $2.2 billion of investment. Mr. Daul’s energy industry experience also includes seven years at Iberdrola Renewables Inc. (formerly PPM Energy Inc.), Entergy Corp. and Newport Generation Ventures, LLC. He is currently on the Board of Directors at Shoals Technologies Group, Inc. where he is on the Audit Committee; a member of the Board of Directors of the Solar Energy Industries Association; and on the Board of Directors of Infinigen Renewables, a Puerto Rico based clean energy IPP. Mr. Daul also served on the Wind Solar Alliance Board for more than seven years. He earned a B.S. in mechanical engineering from the University of Washington and an MBA from Texas A&M University.

We believe that Mr. Daul’s skills and experience, particularly his extensive experience serving in leadership roles in the energy and renewables industry, make him well qualified to serve as a member of our board of directors.

Valerie P. Chase—Director. Ms. Chase has served on our board of directors since the consummation of the IPO. Ms. Chase’s experience includes 19 years in the finance and accounting industry. She has broad experience across the finance function including technical accounting and SEC reporting, internal controls implementation and compliance, acquisitions and divestitures, cybersecurity and system implementations. From 2018 to 2021, Ms. Chase served as the Vice President, Chief Accounting Officer and Controller of Magnolia Oil & Gas Corporation. From 2010 to 2018, Ms. Chase served in roles of increasing responsibility with Apache Corporation (now APA Corporation), culminating in her role as the head of accounting policy and financial controls. Ms. Chase began her career with Ernst & Young LLP in 2005. From 2021 to 2024, Ms. Chase served on the board of HF Foods Group Inc. (NASDAQ: HFFG), serving as chair of both the Audit Committee and the Special Transaction Review Committee. Ms. Chase holds a Bachelor of Economics degree and a Master of Accounting degree from the University of Michigan in Ann Arbor and is a Certified Public Accountant in the State of Texas.

We believe Ms. Chase’s qualifications to sit on our board of directors include her experience in finance, accounting and corporate governance, as well as her expertise in accounting procedures, policies and financial controls.

Andrea Nicolás—Director. Ms. Nicolás has served on our board of directors since September 2024. Ms. Nicolás served in various roles with Skadden, Arps, Slate, Meagher & Flom LLP for over 20 years beginning in 1998, including 14 years as a Partner, where she specialized in capital markets financing and general corporate and securities law matters. Ms. Nicolás also currently serves on the board of directors of Ohmium International Inc. Ms. Nicolás received a Bachelor of Science in Microbiology from State University of Maryland at College Park, a Ph.D. in Molecular Microbiology from Columbia University Graduate School of Arts and Sciences and a Juris Doctor from Columbia University School of Law.

We believe that Ms. Nicolás’ legal, governance and capital markets expertise enable her to provide guidance in legal affairs, corporate governance and capital markets transactions and make her well qualified to serve as a member of our board of directors.

Status as a Controlled Company

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under the Sarbanes-Oxley Act and the NYSE rules. A controlled company is not required to have a majority of independent directors on its board of directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, we remain subject to the Sarbanes-Oxley Act and the rules of the NYSE that require us to have an audit committee composed entirely of independent directors.

If at any time we cease to be a controlled company, we intend to take all action necessary to comply with the Sarbanes-Oxley Act and the NYSE rules, including by appointing a majority of independent directors to our board of directors and establishing a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period.

Composition of Our Board of Directors

Our Operating Agreement provides that our board of directors shall consist of such number of directors as shall be determined from time to time by our board of directors but shall not consist of less than nine directors. We have a single class of directors, and directors are subject to re-election on an annual basis at each annual meeting of shareholders. After the Trigger Event, our board of directors will be divided into three classes that are as nearly equal in number as is reasonably possible and each director will be assigned to one of the three classes; provided that LandBridge Holdings shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event. After the Trigger Event, at each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The initial terms of the Class I, Class II and Class III directors will expire at the first, second and third, respectively, annual meeting following the Trigger Event.

Our Operating Agreement does not provide for cumulative voting in the election of directors, which means that the holders of a majority of our issued and outstanding common shares can elect all of the directors standing for election, and the holders of the remaining common shares are not be able to elect any directors. LandBridge Holdings’ beneficial ownership of greater than 50% of our common shares means LandBridge Holdings is able to control matters requiring shareholder approval, which includes the election of directors. In addition, LandBridge Holdings maintains certain director designation rights. For more information, see “Certain Relationships and Related Party Transactions—Shareholder’s Agreement.”

Our directors hold office until the earlier of their death, resignation, retirement, disqualification or removal or until their successors have been duly elected and qualified.

Director Independence

Our board of directors has determined that each of Andrea Nicolás, Charles Watson, Ty Daul and Valerie P. Chase are independent within the meaning of the NYSE rules Rule 10A-3 of the Exchange Act.

Director Compensation

For a discussion of our director compensation arrangements, see “Executive Compensation—Director Compensation.”

Committees of the Board of Directors

We have an audit committee of our board of directors. In addition, our board of directors may establish such other committees as it determines necessary or advisable from time to time. Each of the standing committees of the board of directors have the composition and responsibilities described below. We are relying on the exemptions and phase-in provisions of Rule 10A-3 of the Exchange Act and the NYSE transition rules applicable to companies completing an initial listing.

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Audit Committee

We are required to have an audit committee of at least three members, and all of its members are required to meet the independence and experience standards established by each of the Exchange Act and the NYSE rules, subject to certain transitional relief described below. We have established an audit committee compliant with each of the SEC and the NYSE rules. Our audit committee consists of Charles Watson, Ty Daul and Valerie P. Chase who are independent under the applicable rules of each of the SEC and the NYSE. Our board of directors has determined that Valerie P. Chase is an audit committee financial expert as defined by the SEC.

The audit committee oversees, reviews, acts on and reports on various auditing and accounting matters to our board of directors, including the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee oversees our compliance programs relating to legal and regulatory requirements and company policies and controls. The audit committee has the sole authority to (1) retain and terminate our independent registered public accounting firm, (2) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (3) pre-approve any non-audit services and tax services to be rendered by our independent registered public accounting firm. The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm has been given unrestricted access to the audit committee and our management. We have adopted an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of each of the SEC and the NYSE standards.

Conflicts Committee

In accordance with the terms of our Operating Agreement, our board of directors may from time to time refer specific matters that may involve conflicts of interest to a conflicts committee. The members of any such conflicts committee cannot be officers or employees of LandBridge Holdings or its affiliates, including Five Point or WaterBridge, and must meet the independence and experience standards established by each of the SEC and the NYSE to serve on an audit committee of a board of directors. In addition, the members of any such conflicts committee cannot own any interest in LandBridge Holdings or its affiliates, including Five Point or WaterBridge, or any interest in us or our subsidiaries other than shares or awards, if any, awarded under the LTIP.

Compensation Committee

Because we are a “controlled company” within the meaning of the NYSE rules, we are not required to, and do not currently expect to, have a compensation committee in the present or foreseeable future.

If and when we are no longer a “controlled company” within the meaning of each of the NYSE rules, we will be required to establish a compensation committee compliant with each of each of the SEC and NYSE rules. We anticipate that such a compensation committee would consist of three directors who will be “independent” under the applicable rules of each of the SEC and the NYSE. This committee would establish salaries, incentives and other forms of compensation for officers and other employees. Any compensation committee would also administer our incentive compensation and benefit plans. Upon formation of any compensation committee, we would expect to adopt a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of each of the SEC and the NYSE.

Nominating and Corporate Governance Committee

Because we are a “controlled company” within the meaning of the NYSE rules, we are not required to, and do not currently expect to, have a nominating and corporate governance committee in the present or foreseeable future.

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If and when we are no longer a “controlled company” within the meaning of the NYSE rules, we will be required to establish a nominating and corporate governance committee compliant with SEC and NYSE Rules. We anticipate that such a nominating and corporate governance committee would consist of three directors who will be “independent” under the applicable rules of the SEC and the NYSE. This committee would identify, evaluate and recommend qualified nominees to serve on our board of directors, develop and oversee our internal corporate governance processes and maintain a management succession plan. Upon formation of any nominating and corporate governance committee, we would expect to adopt a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and the NYSE.

Guidelines for Selecting Director Nominees

In evaluating director candidates we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance our board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of a committee of the board to fulfill its duties. In particular, we will assess candidates that:

•

have demonstrated notable or significant achievements in business, education or public service;

•

possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

•

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our shareholders.

We will consider a number of additional qualifications in evaluating a person’s candidacy for membership on the board of directors. We may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of the board’s members to obtain a broad and diverse mix of board members.

Corporate Code of Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE.

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EXECUTIVE COMPENSATION

We are currently considered an “emerging growth company” within the meaning of the Securities Act and the Exchange Act, for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations generally extend only to each individual who, during the last completed fiscal year, served in the role of our principal executive officer, and to our two most highly compensated executive officers (such individuals referred to herein as “Named Executive Officers”).

This prospectus is expected to be filed during the 2024 year; therefore, our Named Executive Officers during 2024 relate to executive officer status as of the end of the last completed fiscal year of 2023. With respect to the year ended December 31, 2023, our Named Executive Officers were as follows:


Name		Position
Steven R. Jones⁽¹⁾		Co-Chief Executive Officer
Jason Long⁽²⁾		Co-Chief Executive Officer and Chief Operating Officer
Michael Reitz⁽³⁾		Executive Vice President, Operations
Harrison Bolling		Executive Vice President and General Counsel

⁽¹⁾	Mr. Jones ceased service as the Company’s Co-Chief Executive Officer effective January 2024.

⁽²⁾	Mr. Long served as our Co-Chief Executive Officer and Chief Operating Officer during 2023 and was appointed as the Company’s President and Chief Executive Officer effective January 2024.

⁽³⁾	Mr. Reitz ceased service as the Company’s Executive Vice President, Operations effective January 2024.

However, we expect this prospectus to become effective during the 2025 calendar year, which means that the last completed fiscal year will have switched from 2023 to 2024 between our filing and effectiveness. Therefore, we are voluntarily including all necessary information to update this Executive Compensation section with applicable 2024 information. With respect to the year ended December 31, 2024, our Named Executive Officers were as follows:


Name		Position
Jason Long		President and Chief Executive Officer; Director
Scott L. McNeely		Executive Vice President, Chief Financial Officer
Harrison Bolling		Executive Vice President and General Counsel
Jason Williams		Executive Vice President, Chief Administrative Officer

Shared Services Agreement

Pursuant to the Shared Services Agreement, the Manager provides us with its senior executive management team which includes each of our Named Executive Officers, as well as general, administrative, overhead and operating services to support our business and development activities. Such general and administrative services include, but are not limited to, legal services, information technology, accounting, financial and tax services and land administrative services. The fee that we pay under the Shared Services Agreement is intended to cover certain allocated compensation and benefits costs for the management team that provides services to us. Such allocations are made by the Manager among us and our affiliates in good faith based upon the time that is devoted by our management team to us and our affiliates party to the Shared Services Agreement, but there is not a specific allocation of value to any one person or any one item of compensation or benefits paid or provided to any specific person. We also do not participate in making decisions regarding the type or amount of compensation or benefits that are provided to the Named Executive Officers for those services.

2023 and 2024 Summary Compensation Table

As described above, the Named Executive Officers are employed and compensated by the Manager. The Summary Compensation Table is intended to summarize the specific compensation awarded to, earned by or paid to our Named Executive Officers for the fiscal years ended December 31, 2024 and 2023 for services to us and

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our subsidiaries, but due to the structure of the Shared Services Agreement, we generally do not allocate a specific percentage or value to the individual elements of our Named Executive Officers’ compensation that would otherwise be shown within specific columns of the Summary Compensation Table, except as noted below.

For the 2023 and 2024 years, there were certain compensatory awards granted to the Named Executive Officers that were not covered by the Shared Services Agreement. NDB LLC granted Management Incentive Units (the “Incentive Units”) to the Named Executive Officers in 2023, and LandBridge Holdings granted Incentive Units to the Named Executive Officers in 2024, in each case, which were not covered by the Shared Services Agreement (see the narrative below under the title “Incentive Unit Awards” for more information on changes made to the Incentive Units in 2024). For the Incentive Units granted to our Named Executive Officers in both years, we have reflected such Incentive Units in the Summary Compensation Table as an option award grant. In 2024, we also granted restricted stock units (“RSUs”) to the Named Executive Officers under the LandBridge Company LLC Long-Term Incentive Plan (the “LTIP”), which also falls outside of the Shared Services Agreement.

For the year ended December 31, 2023, we paid approximately $5 million for shared services and direct cost reimbursements pursuant to the Shared Services Agreement. For the year ended December 31, 2024, we expect to have paid approximately $11 million for shared services and direct cost reimbursements pursuant to the Shared Services Agreement, inclusive of a one-time bonus upon completion of the IPO of approximately $5 million. However, in neither year were there allocable costs specific to the compensation of our Named Executive Officers other than with respect to the exceptions to the Shared Services Agreement described above.

The table below set forth all the compensation awarded to, earned by, or paid to our Named Executive Officers during fiscal years ended December 31, 2024 and 2023 (to the extent that they were also deemed to be Named Executive Officers in that year).


Name and Principal Position	Year		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Total ($)
2024 Named Executive Officers
Jason Long⁽⁴⁾
President and Chief Executive Officer; Director		2024		1,000,000		7,940,409		15,666,920		24,607,329
		2023		—		—		888,523		888,523
		2022		—		—		—		—
Scott L. McNeely
Executive Vice President, Chief Financial Officer		2024		850,000		2,895,200		7,833,460		11,578,660
		2023		N/A		N/A		N/A		N/A
Harrison Bolling⁽⁴⁾
Executive Vice President, General Counsel		2024		800,000		2,317,992		7,833,460		10,951,452
		2023		—		—		519,604		519,604
		2022		—		—		—		—
Jason Williams
Executive Vice President, Chief Administrative Officer		2024		800,000		2,317,992		7,833,460		10,951,452
		2023		N/A		N/A		N/A		N/A
2023 Named Executive Officers
Steven R. Jones
Co-Chief Executive Officer		2023		—		—		667,691		667,691
		2022		—		—		—		—
Michael Reitz
Executive Vice President, Operations		2023		—		—		678,083		678,083
		2022		—		—		—		519,604

⁽¹⁾	The amounts reported in this column for 2024 represent a one-time bonus in recognition of the Named Executive Officers’ efforts in connection with the successful consummation of the IPO.

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⁽²⁾

The amounts reported in this column for 2024 represent the aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of RSUs granted to the Named Executive Officers in 2024 under the LTIP, disregarding the estimate of forfeitures. Additional details regarding assumptions used to value these RSU awards may be found in Note 8 to our consolidated financial statements included elsewhere in this prospectus.

⁽³⁾

We believe that, despite the fact that the Incentive Units do not require the payment of an exercise price, they are most similar economically to stock option awards, and accordingly should be classified as options under the definition thereof provided in Item 402(m)(5)(i) of Regulation S-K as an instrument with an option-like feature. The amounts reflected for the 2023 and 2024 year within this column show the grant date value of the Incentive Units, in accordance with FASB ASC Topic 718. Pursuant to SEC rules, all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. Additional detail regarding the Incentive Units is included in Note 8 to our consolidated financial statements included elsewhere in this prospectus.

⁽⁴⁾	Messrs. Long and Bolling were also Named Executive Officers in 2023.

Outstanding Equity Awards at Fiscal Year-End

Table applicable to 2023 Fiscal Year-End

As noted above, this filing is being made during the 2024 year; therefore, the applicable year-end information relates to information as of 2023. The following table reflects information regarding outstanding equity-based awards held by our then applicable 2023 Named Executive Officers as of December 31, 2023, which consist solely of the Incentive Units granted pursuant to an equity-based incentive unit program managed by NDB LLC.

Option Awards (1)

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(2)

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(3)

Option
Exercise
Price
($)

Option
Expiration
Date

Steven R. Jones

July 21, 2023

257

N/A

June 9, 2020

650

N/A

Jason Long

July 21, 2023

342

N/A

June 9, 2020

650

N/A

Michael Reitz

July 21, 2023

261

N/A

June 9, 2020

500

N/A

Harrison Bolling

July 21, 2023

200

N/A

June 9, 2020

375

N/A

(1)

We believe that, despite the fact that the Incentive Units do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as “options” under the definition provided in Item 402(m)(5)(i) of Regulation S-K as an instrument with an “option-like feature.” Each Incentive Unit is granted with a specific hurdle amount, or distribution threshold, and will only provide value to the holder based upon our growth above that hurdle amount. Because the Incentive Units are not traditional options, there is no exercise price or expiration date associated with the awards in the table above. A more detailed description of the Incentive Unit program is provided in the narrative below.

(2)	Incentive Units that are reflected as “exercisable” were vested as of December 31, 2023, although not yet settled.

(3)

Incentive Units reflected as “unexercisable” were still subject to time-based vesting conditions as of December 31, 2023. Each Incentive Unit vests in three equal annual installments commencing on the first three anniversaries of the date of grant, subject to the Named Executive Officer’s continued service.

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Table applicable to 2024 Fiscal Year-End

The following table reflects information regarding outstanding equity-based awards held by our applicable 2024 Named Executive Officers as of December 31, 2024, which consist of RSUs granted under the LTIP and the Incentive Units granted pursuant to an incentive unit program of LandBridge Holdings, the terms and conditions of which are contained in the limited liability company agreement of LandBridge Holdings and further discussed below under “—Additional Narrative Disclosure Regarding Executive Compensation Matters.”


Name	Grant Date			Stock Awards					Option Awards⁽³⁾					Option Exercise Price ($)		Option Expiration Date
Name	Grant Date			Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾			Number of Securities Underlying Unexercised Options (#) Exercisable⁽⁴⁾		Number of Securities Underlying Unexercised Options (#) Unexercisable⁽⁵⁾			Option Exercise Price ($)		Option Expiration Date
Jason Long		7/1/24								—		4,000	⁽⁶⁾		—		—
		7/15/24			254,284		⁽²	⁾							—		—
		7/1/24	⁽⁷⁾							114		228	⁽⁸⁾		—		—
		7/1/24	⁽⁷⁾							650		—			—		—
															—		—
Scott L. McNeely		7/1/24								—		2,000	⁽⁶⁾		—		—
		7/15/24			92,914		⁽²	⁾							—		—
		7/1/24	⁽⁷⁾							93		187	⁽⁸⁾		—		—
		7/1/24	⁽⁷⁾							150		—			—		—
															—		—
Harrison Bolling		7/1/24								—		2,000	⁽⁶⁾		—		—
		7/15/24			74,390		⁽²	⁾							—		—
		7/1/24	⁽⁷⁾							67		133	⁽⁸⁾		—		—
		7/1/24	⁽⁷⁾							375		—			—		—
Jason Williams		7/1/24								—		2,000	⁽⁶⁾		—		—
		7/15/24			74,390		⁽²	⁾							—		—
		7/1/24	⁽⁷⁾							100		200	⁽⁸⁾		—		—
		7/1/24	⁽⁷⁾							150		—			—		—

⁽¹⁾

The amounts in this column reflect outstanding time-based RSU awards granted to Named Executive Officers, each of which vests at to one-third of the total RSUs granted on each of the first three anniversaries of July 1, 2024, generally subject to continued employment through each applicable vesting date.

⁽²⁾

The amounts reflected in this column would represent the market value of the common stock underlying the RSU awards granted to the Named Executive Officers as set forth in the preceding column, computed based on the closing price of our common stock on December 31, 2024, which is unknown at the time of this filing.

⁽³⁾

⁽⁴⁾	Incentive Units that are reflected as “exercisable” were vested as of the date of this filing, although not yet settled.

⁽⁵⁾	Incentive Units reflected as “unexercisable” were still subject to time-based vesting conditions as of the date of this filing.

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⁽⁶⁾	Each Incentive Unit vests in three equal annual installments commencing on the first three anniversaries of June 27, 2024, subject to the Named Executive Officer’s continued service through the applicable vesting date.

⁽⁷⁾	The awards in these two rows reflect the grant date of the replicated Incentive Units granted to the Named Executive Officers in connection with the Division.

⁽⁸⁾	Each Incentive Unit vests in three equal annual installments commencing on the first three anniversaries of July 23, 2023, subject to the Named Executive Officer’s continued service through the applicable vesting date.

Additional Narrative Disclosure Regarding Executive Compensation Matters

Incentive Unit Awards

Our Named Executive Officers received grants of Incentive Units in 2023 and 2024 from NDB LLC and LandBridge Holdings, respectively. Prior to the IPO, the Incentive Units held by the Named Executive Officers consisted solely of Incentive Units at NDB LLC. In connection with, and as a result of, the Division, the Named Executive Officers who held NDB LLC Incentive Units received an identical number of Incentive Units in LandBridge Holdings, under the terms and conditions of the LandBridge Holdings limited liability company agreement and the individual award agreements governing each grant, including with respect to vesting.

Whether the Incentive Units included in the tables above relate to NDB LLC or LandBridge Holdings, the Company does not have any cash or other obligations to make payments with respect to such Incentive Units. The Incentive Units are reflected within these compensation disclosures solely to show one aspect of the compensation that the applicable Named Executive Officers have received for their services to the Company and its affiliated entities.

Following the Division and as of the date of this filing, the Incentive Units held by the Named Executive Officers at LandBridge Holdings are the only Incentive Units attributable to services that the Named Executive Officers provide to the Company and its subsidiaries.

The Incentive Unit awards are structured as profits interests awards, rather than capital interests, and they do not provide the holder with the rights of an equity holder (such as dividend or voting rights) of LandBridge Holdings. Each Incentive Unit derives a potential value based upon a combination of a threshold value assigned to that award and the total value of the incentive pool at the time of a distribution to equity holders of LandBridge Holdings (generally triggered upon the occurrence of certain liquidity or other events with respect to LandBridge Holdings).

The Incentive Units were granted subject to a three-year service vesting schedule, which is partially met for the Named Executive Officers as shown in the table above. The vesting of an Incentive Unit award can be accelerated upon a change in control event for LandBridge Holdings (as defined within the LandBridge Holdings’ limited liability company agreement).

Potential Payments Upon Termination or a Change of Control

The following disclosures discuss the payments and benefits that each of our applicable Named Executive Officers would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2023 or December 31, 2024, as applicable. As a result, the payments and benefits disclosed represent what would have been due and payable to such Named Executive Officers under the applicable agreements and plans in existence between each Named Executive Officer and the Company as of December 31, 2023 or December 31, 2024, as applicable.

Treatment of Incentive Units upon a Termination of Employment

Pursuant to the award agreements governing the outstanding Incentive Units held by each of the Named Executive Officers, if the Named Executive Officer is terminated by the Manager or the applicable affiliate that

143

employs the Named Executive Officer (the “Employer”) without cause, or the Named Executive Officer terminates his or her employment with good reason, all unvested Incentive Units that would have vested during the following 12 months will be deemed to automatically vest.

Upon a termination of a Named Executive Officer’s employment due to death or disability, the Named Executive Officer would receive accelerated vesting of the amount that is the greater of (a) unvested Incentive Units that would have vested during the following 12 months or (b) the number of Incentive Units that equal 50% of the original Incentive Unit grant amount.

In the event that a Named Executive Officer is terminated by an Employer for cause, all unvested Incentive Units are immediately forfeited, and one-third of any Incentive Unit that had become vested prior to that termination will also be forfeited without consideration.

All unvested Incentive Units held by a Named Executive Officer upon a termination of employment without good reason, upon the Named Executive Officer’s bankruptcy, or upon the transfer of that Named Executive Officer’s awards by contract (including death, divorce, operation of law or otherwise) will be immediately forfeited.

Treatment of LTIP Awards upon a Termination of Employment (including in connection with a Change in Control)

Pursuant to the award agreements governing outstanding LTIP awards held be each 2024 Named Executive Officers, upon a termination of employment without cause, or by the Named Executive Officer for good reason (such terms as defined in the applicable award agreement), the RSUs will immediately become fully vested.

Upon termination of employment due to death or disability, then the greater of (i) all unvested RSUs that would have vested within the next year following the termination of the Named Executive Officer’s employment, or (ii) the minimum number of unvested RSUs that, if vested, would cause 50% of the total number of RSUs granted to become vested, will immediately become fully vest.

Upon a termination of employment due to a change in control (as defined in the LTIP), the RSUs will immediately become fully vested.

For each 2024 Named Executive Officer, as of December 31, 2024, the accelerated value of their RSUs would be based upon the number of outstanding RSUs reflected in the Outstanding Equity Table above (as well as the vesting schedule set forth in the footnotes to such table with respect to death or disability situations), multiplied by the price of our common stock on December 31, 2024, which is unknown as of the filing date.

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DIRECTOR COMPENSATION

We adopted a director compensation program as of July 15, 2024; therefore we do not have a director compensation program to describe with respect to the 2023 year. Annual compensation for our non-employee directors is currently comprised of cash and equity-based compensation, as set out below. We also reimburse our directors for reasonable out-of-pocket expenses associated with travel to and attendance at our board and committee meetings. We do not pay for meeting attendance or provide any other benefits or perquisites to our non-employee directors.

For the year ended December 31, 2024, the members of our board, other than Messrs. Capobianco, Morrow, Sulton, Bayouth, Moore, and Ms. Harling (collectively, the “Five Point Directors”), received compensation for their service on our board and committees thereof consisting of the items below:

•

an annual retainer of $100,000;

•

an additional annual retainer of $5,000 for service in the audit committee; and

•

an additional annual retainer of $5,000 for service as the chair of the audit committee.

Additionally, for the year ended December 31, 2024, directors of our board, other than the Five Point Directors, received a grant of RSUs under the LTIP with a fair value of approximately $125,000 based on the IPO price.

The Company does not pay any compensation to the Five Point Directors for their service as directors on our board.

The following table summarizes the compensation provided to the members of our board of directors for the year ended December 31, 2024. All compensation provided to Mr. Long with respect to the 2024 year is reflected within the Summary Compensation Table above.


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Total ($)
David N. Capobianco		—		—		—
Matthew K. Morrow		—		—		—
Michael Sulton		—		—		—
Frank Bayouth		—		—		—
Ben Moore		—		—		—
Kara Goodloe Harling		—		—		—
Charles Watson⁽³⁾		55,000		229,119		284,119
Ty Daul⁽³⁾		65,000		229,119		294,119
Valerie P. Chase⁽³⁾		70,000		229,119		299,119
Andrea L. Nicolas⁽³⁾⁽⁴⁾		44,671		279,340		324,011

(1)	The amounts reflected in this column reflect the annual cash compensation paid to the non-employee directors, prorated based on days of service on our board for the year ended December 31, 2024.

(2)

The amounts reflected in this column represent the grant date fair value of the 7,353 RSUs granted to the non-employee directors in July 2024 (or in September 2024 for Ms. Nicolas), computed in accordance with FASB ASC Topic 718, excluding the effects of estimated forfeitures. As of the date of this filing and as expected to remain consistent as of December 31, 2024, all of the RSUs granted to our non-employee directors remain outstanding. See Note 8 to our consolidated financial statements included elsewhere in this prospectus for additional detail regarding assumptions underlying the value of these equity awards.

(3)	The director received an additional annual retainer of $10,000 for service in the ad hoc conflicts committee.

(4)	The director received an additional retainer of $5,000 for service as the chair of the ad hoc conflicts committee.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth the beneficial ownership of our common shares outstanding by:

•

each person known to us to be beneficial owners of more than 5% of any class of our outstanding common shares;

•

each director and named executive officer;

•

all of our directors and executive officers as a group; and

•

the Selling Shareholders.

All information with respect to beneficial ownership has been furnished by the respective Selling Shareholders, more than 5% shareholders, directors and named executive officers, as the case may be. Unless otherwise noted, the mailing address of each listed beneficial owner is c/o 5555 San Felipe Street, Suite 1200, Houston, Texas 77056. The table below does not reflect any shares to be issued pursuant to the LTIP.

The Selling Shareholders and their pledgees, donees, transferees, assignees or other successors-in-interest may offer to sell from time to time in the future up to an aggregate of 59,058,271 Class A shares pursuant to this prospectus. Such sales, if any, may be made through brokerage transactions on NYSE at prevailing market prices. As such, we will have no input if and when any Selling Shareholder may elect to sell its common shares or the prices at which any such sales may occur. See the section titled “Plan of Distribution.”

The Class A shares being registered hereby for resale by LandBridge Holdings are issuable upon the redemption of OpCo Units, together with the cancellation of an equal number of Class B shares. Such Class B shares were acquired by LandBridge Holdings in connection with the Corporate Reorganization and the IPO. The Class A shares being registered hereby for resale by the other Selling Shareholders were acquired by such Selling Shareholders in connection with the December Private Placement.

The issuance of Class A shares to LandBridge Holdings in connection with exercise of the Redemption Right will be, and the issuance of Class B shares (and related OpCo Units) to LandBridge Holdings, and Class A shares, in the case of the other Selling Shareholders, was, exempt from the registration requirements of the Securities Act. We are registering the offering by the Selling Shareholders of the Class A shares described below pursuant to the provisions of the IPO RRA and the PIPE RRA. See “Principal and Selling Shareholders—Registration Rights Agreements.”

Information concerning the Selling Shareholders was provided as of December 13, 2024, but may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. Because the Selling Shareholders may sell all, some or none of the common shares covered by this prospectus, we cannot determine the number of such common shares that will be sold by the Selling Shareholders, or the amount or percentage of common shares that will be held by the Selling Shareholders upon consummation of any particular sale. In addition, the Selling Shareholders listed in the table below may have sold, transferred, or otherwise disposed of, or may sell, transfer, or otherwise dispose of, at any time and from time to time, common shares in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below. The Selling Shareholders do not have, nor have they within the past three years had, any position, office or other material relationship with us, other than as disclosed in this prospectus. See the sections titled “Management” and “Certain Relationships and Related Party Transactions” for further information regarding the Selling Shareholders.

The amounts and percentages of common shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing

146

any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the persons or entities listed below has, to our knowledge, sole voting and investment power with respect to all common shares beneficially owned by them, except to the extent this power may be shared with a spouse.


	Shares Owned Before the Offering									Shares Owned After the Offering
Name of Beneficial Owner	Class A Shares		Class B Shares⁽¹⁾		Combined Voting Power⁽²⁾			Class A Shares that may be sold hereby		Class A Shares		Voting Power⁽³⁾
Directors and Named Executive Officers:
Jason Long		254,827		—		*			—		254,827		*
Scott L. McNeely		92,914		—		*			—		92,914		*
Harrison Bolling		74,390		—		*			—		74,390		*
Jason Williams		74,390		—		*			—		74,390		*
David N. Capobianco⁽⁴⁾		—		53,227,852		70.0	%		53,227,852		—		—
Matthew K. Morrow		—		—		*			—		—		—
Kara Goodloe Harling		—		—		*			—		—		—
Michael S. Sulton		—		—		*			—		—		—
Frank Bayouth		—		—		*			—		—		—
Charles Watson		124,353		—		*			—		124,353		*
Ty Daul		16,153		—		*			—		16,153		*
Ben Moore		—		—		—			—		—		—
Valerie P. Chase		10,278		—		*			—		10,278		*
Andrea Nicolás		7,353		—		*			—		7,353		*
Directors and Executive Officers as a Group (13 Persons)		654,658		53,227,852		70.5	%		53,227,852		654,658		70.5	%
Selling Shareholders:
LandBridge Holdings LLC (5% Shareholder)⁽⁴⁾		—		53,227,852		70.0	%		53,227,852		—		—
Entities affiliated with Horizon Kinetics Asset Management LLC (5% Shareholder)⁽⁵⁾		5,401,647		—		7.1	%		116,608		5,285,039		6.9	%
Entities advised or subadvised by T. Rowe Price Investment Management, Inc.⁽⁶⁾		1,166,083		—		1.5	%		1,166,083		—		—
Jane Street Global Trading, LLC ⁽⁷⁾		832,916		—		1.1	%		832,916		—		—
Hill City Capital Master Fund⁽⁸⁾		670,000		—		*			150,000		520,000		*
Hood River Capital Management LLC⁽⁹⁾		641,345		—		*			641,345		—		*
Alyeska Master Fund, LP⁽¹⁰⁾		583,041		—		*			583,041		—		*
Oasis Investments II Master Fund Ltd.⁽¹¹⁾		291,520		—		*			291,520		—		*
Entities affiliated with Burkehill Global Management, LP⁽¹²⁾		249,875		—		*			249,875		—		*
Citadel CEMF Investments Ltd. ⁽¹³⁾		283,125		—		*			283,125		—		*
Entities affiliated with Yaupon Capital GP LLC ⁽¹⁴⁾		249,875		—		*			249,875		—		*
Ghisallo Master Fund LP⁽¹⁵⁾		249,875		—		*			249,875		—		*
Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV⁽¹⁶⁾		166,583		—		*			166,583		—		*
HITE Hedge II LP ⁽¹⁷⁾		166,583		—		*			166,583		—		*
CVI Investments, Inc.⁽¹⁸⁾		166,583		—		*			166,583		—		*
3i LP⁽¹⁹⁾		149,925		—		*			149,925		—		*
Entities affiliated with Monashee Investment Management, LLC⁽²⁰⁾		124,937		—		*			124,937		—		*
MMF LT, LLC⁽²¹⁾		124,937		—		*			124,937		—		*
R Cap Liquid II, LP⁽²²⁾		66,633		—		*			66,633		—		*
Alto Opportunity Master Fund, SPC -Segregated Master Portfolio B ⁽²³⁾		49,975		—		*			49,975		—		*

*	Less than 1%.

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(1)

Subject to the terms of the OpCo LLC Agreement, OpCo Unitholders (other than us) have the right to redeem all or a portion of their OpCo Units for Class A shares (or cash, at OpCo’s election) at a redemption ratio of one Class A share for each OpCo Unit redeemed. In connection with any such redemption of OpCo Units, a corresponding number of Class B shares will be cancelled. Please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.” Beneficial ownership of OpCo Units is not reflected as beneficial ownership of our Class A shares for which such OpCo Units may be redeemed.

(2)

Represents percentage of voting power of our Class A shares and Class B shares voting together as a single class. OpCo Unitholders will hold one Class B share for each OpCo Unit that they own. Each Class B share has no economic rights, but entitles the holder thereof to one vote for each OpCo Unit held by such holder. Accordingly, OpCo Unitholders collectively have a number of votes in us equal to the number of OpCo Units that they hold.

(3)	No Class B shares will be outstanding following the sale of the Class A shares registered hereby.

(4)

LandBridge Holdings, which directly holds all of our Class B shares, is controlled by a board of managers consisting of four members. Five Point Energy Fund II AIV-VII LP (“Fund II”) and Five Point Energy Fund III AIV-VIII LP (“Fund III”), who collectively own 97.4% of the capital interests of LandBridge Holdings, have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP is the sole general partner of Fund II. Five Point Energy GP II LLC is the sole general partner of Five Point Energy GP II LP. Five Point Energy GP III LP is the sole general partner of Fund III. Five Point Energy GP III LLC is the sole general partner of Five Point Energy GP III LP. Each of Five Point Energy GP II LLC and Five Point Energy GP III LLC is controlled by David N. Capobianco as each respective entity’s sole member. 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 Class B shares in excess of his pecuniary interest therein.

(5)

Represents (i) 5,137,168 Class A shares held by Horizon Kinetics Asset Management LLC, (ii) 49,975 Class A shares held by Kinetics Internet Fund, (iii) 33,316 Class A shares held by Concentrated Opportunities Fund LP, (iv) 16,658 Class A shares held by Horizon Multi-Strategy Fund LP, (v) 6,663 Class A shares held by Mary C Ewing Trust, (vi) 4,998 Class A shares held by Kinetics Market Opportunities Fund, (vii) 3,332 Class A shares held by Kinetics Paradigm Fund and (viii) 1,666 Class A shares held by Kinetics Spin-Off & Corporate Restructuring Fund (together, the “HK Accounts”). Horizon Kinetics Asset Management LLC (“HKAM”) acts as a discretionary investment manager on behalf of the HK Accounts. HKAM is a wholly-owned subsidiary of Horizon Kinetics Holding Corporation (“HKHC”) and Murray Stahl is HKHC’s Chief Executive Officer and Chief Investment Officer and Chairman of HKHC’s board of directors. Each of HKAM, HKHC and Mr. Stahl disclaims beneficial ownership of Class A shares in excess of their pecuniary interest therein.

(6)

Represents (i) 535,044 Class A shares held by T. Rowe Price Small-Cap Stock Fund, Inc., (ii) 266,087 Class A shares held by T. Rowe Price Institutional Small-Cap Stock Fund, (iii) 3,891 Class A shares held by T. Rowe Price Spectrum Conservative Allocation Fund, (iv) 5,786 Class A shares held by T. Rowe Price Spectrum Moderate Allocation Fund, (v) 13,302 Class A shares held by T. Rowe Price Spectrum Moderate Growth Allocation Fund, (vi) 566 Class A shares held by T. Rowe Price Moderate Allocation Portfolio, (vii) 22,811 Class A shares held by U.S. Small-Cap Stock Trust, (viii) 18,322 Class A shares held by TD Mutual Funds - TD U.S. Small-Cap Equity Fund, (ix) 267,121 Class A shares held by T. Rowe Price U.S. Small-Cap Core Equity Trust and (x) 33,153 Class A shares held by Costco 401(k) Retirement Plan (together, the “T. Rowe Accounts”). T. Rowe Price Investment Management, Inc. (“TRPIM”) serves as investment adviser or subadvisor, as applicable, with power to direct investments and/or sole power to vote the Class A shares owned by the T. Rowe Accounts. TRPIM may be deemed to be the beneficial owner of all of the Class A shares listed above but disclaims beneficial ownership of such shares. TRPIM is a wholly owned subsidiary of T. Rowe Price Associates, Inc (“TRPA”). The address of each of the T. Rowe Accounts is T. Rowe Price Investment Management, Inc., 100 East Pratt Street, Baltimore, MD 21202.

(7)

Michael A. Jenkins and Robert. A. Granieri, the members of the Operating Committee of Jane Street Group, LLC, have voting and investment control over the Class A shares held by Jane Street Global Trading, LLC. The business address of Jane Street Global Trading, LLC, Michael A. Jenkins and Robert. A. Granieri is 250 Vesey Street, New York, NY, 10281. Jane Street Global Trading, LLC is a wholly owned subsidiary of Jane Street Group, LLC.

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(8)

Hill City Capital Master Fund LP (“HCC Master Fund”) is managed by Hill City Capital GP LLC (“HCC GP”), its general partner. Herbert Frazier is the Managing Member of HCC GP and may exercise voting and dispositive power over the Class A shares held by HCC Master Fund and may be deemed to be the beneficial owner thereof. Mr. Frazier disclaims beneficial ownership of Class A shares in excess of his pecuniary interest therein. The address of HCC Master Fund is 121 Street, FL3, Boston, MA 02110.

(9)	The Class A shares are directly held by Hood River Capital Management LLC (“Hood River”) and may be deemed to be beneficially owned by Brian Smoluch, as Principal. The address of Hood River is 2373 PGA Boulevard, Suite 200, Palm Beach Gardens, FL 33410.

(10)

Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (the “Alyeska Master Fund”), has voting and investment control of the Class A shares held by Alyeska Master Fund. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by the Alyeska Master Fund. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601.

(11)

Oasis Investments II Master Fund Ltd. (“Oasis Master Fund”) is an investment fund managed by Oasis Management Company Ltd. (“Oasis Management”), which is managed by Seth Fischer. Oasis Management may exercise voting and dispositive power over the Class A shares held by Oasis Master Fund. Each of Oasis Management and Mr. Fischer disclaims beneficial ownership of Class A shares in excess of their pecuniary interest therein. The address of Oasis Master Fund is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(12)

Represents Class A shares owned by Burkehill Fund Ltd, a Cayman Islands exempted company (“Arleigh Fund”) and Class A shares owned by Burkehill Master Fund LP, a Cayman Island exempted limited partnership (“Admiral Fund” and, together with the Arleigh Fund, the “Burkehill Funds”). Burkehill Global Management, LP (“Burkehill”) serves as investment manager to each of the Burkehill Funds. As such, Burkehill has been granted investment discretion over the Class A shares owned by the Burkehill Funds. Christopher Rich serves as Managing Partner of Burkehill, the Managing Member of Burkehill Global LLC (“Burkehill GP”), the general partner of Burkehill, and the Managing Member of Burkehill Fund GP LLC (“Burkehill Fund GP”), the general partner of the Admiral Fund. Each of Burkehill, Burkehill GP, Burkehill Fund GP and Mr. Rich disclaim beneficial ownership of the Class A shares held by the Burkehill Funds except to the extent of their or its pecuniary interest therein. The address for the Burkehill Funds is c/o Burkehill Global Management, LP, 444 Madison Avenue, New York, New York 10022.

(13)

Citadel Advisors LLC is the portfolio manager of Citadel CEMF Investments Ltd. Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors LLC. Citadel GP LLC (“CGP”) is the general partner of CAH. Kenneth Griffin owns a controlling interest in CGP. Mr. Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote or direct the vote of, and/or shared power to dispose or to direct the disposition over, the Class A shares. This disclosure is not and shall not be construed as an admission that Mr. Griffin or any of the Citadel-related entities listed above is the beneficial owner of any securities of LandBridge other than the securities actually owned by such person (if any). The address of Citadel CEMF Investments Ltd. is c/o Citadel Enterprise Americas LLC, Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131.

(14)

Represents 150,675 Class A shares owned by Yaupon Master Fund LP (“Master Fund”) and 99,200 Class A shares owned by Yaupon Enhanced Master Fund LP (“Enhanced Master Fund” and, together with the Master Fund, the “Yaupon Funds”) Yaupon Capital GP LLC (“Yaupon GP”) is the general partner of the Yaupon Funds and may be deemed to have voting and dispositive power with respect to the Class A shares. Steve Pattyn is the managing member of Yaupon GP and, accordingly, may be deemed to have voting and dispositive power with respect to the Class A shares held by the Yaupon Funds. Each of Yaupon GP and Steve Pattyn disclaim beneficial ownership of the Class A shares reported herein except to the extent of its pecuniary interest therein. The mailing address of Yaupon Master Fund LP and Yaupon Enhanced Master Fund LP is 340 Madison Avenue, Suite 300A, New York, NY 10173.

(15)	Michael Germino is the CIO of Ghisallo Capital Management LLC, which is the discretionary investment manager of Ghisallo Master Fund LP. Ghisallo Master Fund General Partner LP is the general partner of

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Ghisallo Master Fund LP. The address of Ghisallo Master Fund LP is 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands KY1-9008.

(16)

Blackstone Alternative Solutions L.L.C. is the investment manager of Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV (the “Aqua Fund”). Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. The Blackstone Group Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the securities beneficially owned by the Aqua Fund directly or indirectly controlled by it or him, but each (other than the Aqua Fund to the extent of its direct holdings) disclaims beneficial ownership of such securities. The address of each of the entities listed is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154.

(17)

Represents (i) 49,710 shares held directly by HITE Hedge II LP (“HITE II”); (ii) 26,014 shares held directly by HITE Hedge LP (“HITE LP”); and (iii) 90,859 shares held directly by HITE Hedge Offshore, Ltd. (together with HITE II, and HITE LP, the “HITE Funds”). HITE Hedge Asset Management LLC (the “HITE Manager”) serves as investment adviser to the HITE Funds and Howard B. Rubin is the managing officer of the HITE Manager. As such, the HITE Manager may be deemed to indirectly beneficially own the securities directly held by the HITE Funds. The business address of each of the aforementioned parties is 25 Braintree Hill Office Park #310, Braintree, MA 02184.

(18)

Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the Class A shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the Class A shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the Class A shares held by CVI. The principal business address of CVI is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, California 94111.

(19)

3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. Mr. Tarlow disclaims beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectly by 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013. We have been advised that none of Mr. Tarlow, 3i Management LLC, or 3i, LP is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer.

(20)

Represents (i) 44,977 Class A shares held directly by Blackstone CSP-MST FMAP Fund (“FMAP”); (ii) 37,481 Class A shares held directly by BEMAP Master Fund Ltd (“BEMAP”); and (iii) 42,479 Class A shares held directly by Monashee Pure Alpha SPV I LP (“Pure Alpha”). FMAP, BEMAP, and Pure Alpha are managed by Monashee Investment Management, LLC (“Monashee Management”). Jeff Muller is CCO of Monashee Management and has voting and investment control over Monashee Management and, accordingly, may be deemed to have beneficial ownership of the Class A shares held by FMAP, BEMAP, and Pure Alpha. Jeff Muller, however, disclaims any beneficial ownership of the Class A shares held by these entities. The business address of FMAP, BEMAP, and Pure Alpha and Mr. Muller is c/o Monashee Investment Management, LLC, 75 Park Plaza, 4th Floor, Boston, Massachusetts 02116.

(21)

Moore Capital Management, LP, the investment manager of MMF LT, LLC, has voting and investment control of the Class A shares held by MMF LT, LLC. Mr. Louis M. Bacon controls the general partner of Moore Capital Management, LP and may be deemed the beneficial owner of the Class A shares held by MMF LT, LLC. Mr. Bacon also is the indirect majority owner of MMF LT, LLC. The address of MMF LT, LLC, Moore Capital Management, LP and Mr. Bacon is 11 Times Square, New York, New York 10036.

(22)	RCap LLC, GP (“RCap GP”) is the general partner of RCap Liquid II, LP. Melanie Jones is the controller of by RCap GP and Michael G. Rubin is the sole member of RCap GP. The address of each of RCap, Melanie Jones and Michael G. Rubin is 225 Washington Street, 3rd Floor, Conshohocken, PA 19428.

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(23)

Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC—Segregated Master Portfolio B, has discretionary authority to vote and dispose of the Class A shares held by Alto Opportunity Master Fund, SPC—Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the Class A shares held by Alto Opportunity Master Fund, SPC—Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares. The address of the Selling Shareholder is c/o Ayrton Capital LLC, 55 Post Rd West, 2nd Floor, Westport, CT 06880.

Registration Rights Agreements

In connection with the closing of the IPO, we entered into a registration rights agreement with LandBridge Holdings (the “IPO RRA”) pursuant to which we agreed to register under the federal securities laws the offer and resale of all Class A shares owned by or underlying the Class B shares and OpCo Units owned by LandBridge Holdings or certain of its affiliates or permitted transferees. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of Class A shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances. Subject to certain exceptions, if at any time we propose to register an offering of Class A shares or conduct an underwritten offering, regardless of whether for our own account, then we must notify the holders of Registrable Securities (as defined in the IPO RRA) or their permitted transferees of such proposal, to allow them to include a specified number of their Class A shares in that registration statement or underwritten offering, as applicable, including Class A shares issuable upon the redemption of the OpCo Units and the cancellation of a corresponding number of our Class B shares.

In connection with the closing of the December Private Placement, we entered into a registration rights agreement with certain of the Selling Shareholders (the “PIPE RRA”) pursuant to which we agreed to register under the federal securities laws the offer and resale of all Class A shares owned by the holders listed thereunder. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of Class A shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

OpCo LLC Agreement

The OpCo LLC Agreement, as amended, is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following description of the OpCo LLC Agreement is qualified in its entirety by reference thereto.

Under the OpCo LLC Agreement, each holder of an OpCo Unit, subject to certain limitations, has a Redemption Right to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to applicable conversion rate adjustments, or (ii) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A shares (including the trading price for the Class A shares at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common shares) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the Call Right to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares, subject to the Equity Offering Condition. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right in its discretion. As the sole managing member of OpCo, our decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically cancelled.

In September 2024, the OpCo LLC Agreement was amended to, among other things, provide that so long as a redeeming holder and its affiliates own at least 40% of the voting power of the Company, (i) OpCo may elect to settle a redemption by such holder in cash only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of Company Equity Securities (as defined in the OpCo LLC Agreement) at least equal to the number of OpCo Units subject to such redemption and contributes to OpCo an amount in cash equal to the net proceeds received by the Company from the issuance of such Company Equity Securities, and (ii) the Company may make a cash election in connection with its exercise of the Call Right with respect to a redemption by such holder only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of Company Equity Securities at least equal to the number of OpCo Units subject to such redemption (in each case, the “Equity Offering Condition”).

Our acquisition (or deemed acquisition for U.S. federal income tax purposes) of OpCo Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of OpCo, and such adjustments will be allocated to us. These adjustments would not have been available to us absent such acquisition or deemed acquisition of OpCo Units and, to the extent the adjustments are allocable to assets of OpCo other than its interest in DBR REIT, are expected to produce tax deductions from depletion, depreciation and amortization that reduce the amount of cash tax that we would otherwise be required to pay in the future.

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As the OpCo Unitholders cause their OpCo Units to be redeemed, holding other assumptions constant, our membership interest in OpCo will be correspondingly increased, the number of Class A shares outstanding will be increased, and the number of Class B shares will be decreased.

“Cash Election Amount” means, with respect to the Class A shares to be delivered to the redeeming OpCo Unitholder by OpCo pursuant to the Redemption Right or the Call Right, as applicable, (i) the amount of cash that would be received if the number of Class A shares to which the redeeming OpCo Unitholder would otherwise be entitled were sold at a per share price equal to the trailing 10-day volume weighted average price of a Class A share on such redemption date, net of actual or deemed offering expenses or (ii) if the Class A shares no longer trade on a securities exchange or automated or electronic quotation system, an amount equal to the Fair Market Value (as defined in the OpCo LLC Agreement) of one Class A share that would be obtained in an in an arms’ length transaction for cash between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to buy or sell and without regard to the particular circumstances of the buyer or seller.

Under the OpCo LLC Agreement, subject to the obligation of OpCo to make tax distributions and to reimburse us for our corporate and other overhead expenses, we have the right to determine when dividends will be paid to the OpCo Unitholders and the amount of any such dividends.

If we authorize dividends, such dividends will be paid to the OpCo Unitholders generally on a pro rata basis in accordance with their respective percentage ownership of OpCo Units.

The OpCo Unitholders, including us, are allocated their proportionate share of any taxable income or loss of OpCo pursuant to the OpCo LLC Agreement and will generally incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of OpCo. Net profits and net losses of OpCo generally will be allocated to OpCo Unitholders on a pro rata basis in accordance with their respective percentage ownership of OpCo Units, except that certain non-pro rata adjustments will be required to be made to reflect built-in gains and losses and tax depletion, depreciation and amortization with respect to such built-in gains and losses. The OpCo LLC Agreement provides, to the extent cash is available and subject to the terms of any current or future debt or other arrangements, for pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow such holders to satisfy their respective income tax liabilities with respect to their allocable share of the income of OpCo, based on certain assumptions and conventions, provided that the distribution will be sufficient to allow us to satisfy our actual tax liabilities.

The OpCo LLC Agreement provides that, except as otherwise determined by us or in connection with the exercise of the Call Right, at any time we issue a Class A share or any other equity security, the net proceeds received by us with respect to such issuance, if any, shall be concurrently invested in OpCo, and OpCo shall issue to us one OpCo Unit or other economically equivalent equity interest. Conversely, if at any time any Class A shares are redeemed, repurchased or otherwise acquired, OpCo shall redeem, repurchase or otherwise acquire an equal number of OpCo Units held by us, upon the same terms and for the same price, as the Class A shares are redeemed, repurchased or otherwise acquired.

Under the OpCo LLC Agreement, the members have agreed that LandBridge Holdings, Five Point and WaterBridge, as well as their affiliates, will be permitted to engage in business activities or invest in or acquire businesses that may compete with our business or do business with any client of ours.

Registration Rights Agreements

The Selling Shareholders, including LandBridge Holdings, are entitled to registration rights with respect to its common shares, as described in the section titled “Principal and Selling Shareholders—Registration Rights Agreements.”

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Master Reorganization Agreement

General

In connection with the consummation of the IPO, LandBridge Holdings and certain of its affiliates entered into a master reorganization agreement (the “Master Reorganization Agreement”) that governed the consummation of the Corporate Reorganization. Pursuant to the Master Reorganization Agreement, following the formation of LandBridge Holdings and its acquisition of NDB LLC’s interest in OpCo and LandBridge, (i) LandBridge Holdings caused each of LandBridge and OpCo to amend and restate their respective operating agreements to contain the terms described in this prospectus, (iii) LandBridge issued 16,675,000 Class A shares in the IPO, representing 100% of the economic rights in LandBridge, in exchange for the proceeds of the IPO, (iv) LandBridge contributed all of the net proceeds from the IPO (including any net proceeds from the exercise of the underwriter’s option to purchase additional Class A shares) to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in the IPO and (v) LandBridge Holdings received a number of Class B shares equal to the number of OpCo Units held by it immediately following the IPO.

Indemnification

The Master Reorganization Agreement provides that we will indemnify LandBridge Holdings and its affiliates, other than us and our subsidiaries, against losses arising out of third-party claims (including litigation matters and other claims) based on, arising out of or resulting from:

•

the ownership or the operation of our assets or properties, and the operation or conduct of our business, prior to or following the IPO;

•

the consummation of the transactions contemplated by the Master Reorganization Agreement; and

•

the failure of OpCo or its subsidiaries to have on the closing date of the IPO any consent, license, permit or approval necessary to allow such person to own or operate its respective assets and businesses, in substantially the same manner consistent with past practices.

In addition, we will indemnify LandBridge Holdings and its affiliates, not including us and our subsidiaries, against losses, including liabilities under the Securities Act and the Exchange Act, relating to material misstatements in or material omissions from the registration statement of which this prospectus is a part and any other registration statement or report that we file, other than material misstatements or material omissions made in reliance on information relating to and furnished by LandBridge Holdings for use in the preparation of that registration statement or report, against which LandBridge Holdings will agree to indemnify us.

Shareholder’s Agreement

In connection with the closing of the IPO, we entered into the Shareholder’s Agreement with LandBridge Holdings. As discussed further below, the Shareholder’s Agreement provides certain rights to LandBridge Holdings.

Our Shareholder’s Agreement provides that the parties thereto will use their respective reasonable efforts (including voting or causing to be voted all of our common shares beneficially owned by each) so that no amendment is made to our Operating Agreement in effect as of the date of the Shareholder’s Agreement that would add restrictions to the transferability of our common shares by LandBridge Holdings that are beyond those provided for in our Operating Agreement, the Shareholder’s Agreement or applicable securities laws, unless such amendment is approved by LandBridge Holdings.

The Shareholder’s Agreement provides that, subject to compliance with applicable law and NYSE rules, for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of our outstanding common shares, LandBridge Holdings shall be entitled to designate a number of directors equal to a majority of the board

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of directors, plus one director; and for so long as LandBridge Holdings and such affiliates beneficially own at least 30%, 20% and 10% of our outstanding common shares, LandBridge Holdings shall be entitled to designate at least three directors, two directors and one director, respectively. So long as LandBridge Holdings is entitled to designate one or more nominees to the board and notifies the board of directors of its desire to remove, with or without cause, any director previously designated by it to the board, we are required to take all necessary action to cause such removal. Further, so long as LandBridge Holdings has the right to designate at least one director to our board of directors, it will also have the right to appoint a number of board observers, who will be entitled to attend all meetings of the board in a non-voting, observer capacity, equal to the number of directors LandBridge Holdings is entitled to appoint.

The Shareholder’s Agreement will terminate upon LandBridge Holdings and its affiliates party thereto ceasing to beneficially own at least 10% of our common shares.

Shared Services Agreement

We are party to the Shared Services Agreement with the Manager. Pursuant the Shared Services Agreement, the Manager provides us with our senior executive management team, as well as general, administrative and overhead services to support our business and development activities. The term of the Shared Services Agreement continues until terminated by mutual agreement. As consideration for the services rendered pursuant to the Shared Services Agreement, we reimburse all fees and expenses incurred by the Manager or its affiliates or agents on our behalf. We pay the Manager our proportionate share of its total costs as determined under the Shared Services Agreement. For the nine months ended September 30, 2024, we paid approximately $9 million for shared services and direct cost reimbursements.

Equity Sponsor Services

In addition to the Shared Services Agreement, we reimburse Five Point for our usage of its geographic information services as well as legal services as necessary to support our operations. For the nine months ended September 30, 2024 and 2023, we paid Five Point $0.3 million and $0.1, respectively, million in reimbursements in connection with this arrangement.

Historical Transactions with Affiliates

In the normal course of business, we enter into transactions with related parties in which certain of our affiliates hold financial interests, which are described in more detail below. For more information, please see “Business—Material Contracts and Marketing.”

Transactions with WaterBridge NDB

In the ordinary course of business, we have entered into produced water facilities agreements and a fresh water facilities agreement, together with related SUAs, including easements and rights-of-way, with WaterBridge pursuant to which we have granted certain rights to construct, operate and maintain produced water handling facilities and brackish water facilities on our land. One produced water facilities agreement has an initial term of approximately five years and automatic one-year renewals unless terminated by either party prior to renewal. The other produced water facilities agreement has an initial term of approximately ten years and automatic one-year renewals unless terminated by either party prior to renewal. The fresh water facilities agreement has an initial term of approximately fifteen years and automatic one-year renewals unless terminated by a party prior to renewal. SUAs generally have terms of 10 years, with the option for WaterBridge to renew for additional 10-year terms in return for additional renewal payments, and include a customary fee schedule, with a provision for royalties related to certain specified activities. For the nine months ended September 30, 2024 and 2023, we received $18.3 million and $7.1 million, respectively, in total revenues in fees related to such agreements.

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East Stateline Acquisition

On May 10, 2024, we acquired the East Stateline Ranch, consisting of approximately 103,000 surface acres and associated surface use contracts, from a private third-party seller for aggregate cash consideration of $360.0 million pursuant to the East Stateline Acquisition. In connection with the East Stateline Acquisition, we entered into a partial assignment and assumption agreement with WaterBridge, pursuant to which we assigned our rights to acquire certain produced water and brackish supply water assets to WaterBridge prior to the closing of the East Stateline Acquisition, and in exchange WaterBridge funded purchase consideration of $165.0 million at closing of the transaction. In accordance with the partial assignment, we also acquired the associated surface use contracts.

Transactions with WaterBridge Operating

In the ordinary course of business, we have entered into SUAs, including easements and right-of-way, with WaterBridge Operating pursuant to which we have granted certain rights to construct, operate and maintain water facilities on our land. Pursuant to Wolf Bone Ranch Acquisition, we inhereited a surface lease and use agreement with WaterBridge that grants WaterBridge the non-exclusive right to construct, own and operate produced water handling infrastructure on the Wolf Bone Ranch. Such SUAs typically have terms of 10 years, with the option for WaterBridge Operating to renew for additional 10-year terms in return for one-time renewal payments, and include a customary fee schedule, with a provision for royalties related to certain specified activities. For the nine months ended September 30, 2024 and 2023, we received less than $100,000 and $1.1 million, respectively, in fees related to such agreements, consisting primarily of surface damage payments.

Transactions with Desert Environmental

In the ordinary course of business, we have entered into SUAs with subsidiaries of Desert Environmental pursuant to which we have granted certain rights to construct, operate and maintain non-hazardous oilfield reclamation and solid waste facilities on our land. Such agreements have a minimum term of 10 years and include an industry standard fee schedule, with a provision for royalties based of a percentage of net revenue received by Desert Environmental non-hazardous oilfield reclamation activities. For the nine months ended September 30, 2024 and 2023, we received $0.8 million and $0.5 million, respectively, in fees related to such agreements, consisting primarily of surface damage payments and minimal royalties on non-hazardous oilfield reclamation activities.

In November 2022, we acquired approximately 650 acres of land in Reeves County, Texas from a subsidiary of Desert Environmental for $2.1 million.

Transactions with Powered Land Partners LLC

In the ordinary course of business, we entered into a lease development agreement for the development of a data center and related facilities on approximately 2,000 acres of our land in Reeves County, Texas with PowLan. The lease development agreement includes, among other things, a non-refundable $8.0 million deposit paid in December 2024 for a two-year site selection and pre-development period. PowLan is obligated to meet certain timing milestones to maintain its lease, to include the commencement of site development within a two-year period and construction of the data center within a subsequent four-year period. Upon initiation of construction of a data center, PowLan will make escalating annual lease payments commencing at $2 million per year during the development period and $8 million per year commencing on the first anniversary of the commencement date of construction, subject to annual CPI escalation with a 2% minimum and a 4% maximum. PowLan will also make additional payments based on the net revenue received with respect to the power generation facilities to be located on the leased property. To the extent PowLan does not commence site development within two years of entry into the lease development agreement or commence construction of the data center within a subsequent four-year period, the agreement will automatically terminate. PowLan may also terminate the agreement following the commencement of construction of the data center, subject to a substantial early termination fee. To the extent more than 25% the aggregate acreage subject to the lease development

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agreement is condemned or taken by a governmental authority, PowLan may proportionately reduce future annual lease payments due by an identical percentage. We can offer no assurance that the counterparty will lease the site, nor can there be any assurance that PowLan will be successful in its efforts to develop the data center or any power generation facilities.

Review, Approval or Ratification of Transactions with Related Persons

We have adopted a formal policy for approval of Related Party Transactions. For as long as we are a “smaller reporting company,” a “Related Party Transaction” is defined as any transaction, arrangement or relationship in which we or any of our current or future subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any Related Person had, has or will have a direct or indirect material interest. Once we no longer qualify as a “smaller reporting company,” a “Related Party Transaction” will be defined as a transaction, arrangement or relationship in which we or any of our current or future subsidiaries was, is or will be a participant and the amount of which involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. A “Related Person” means:

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any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors or a director nominee;

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any person who is known by us to be the beneficial owner of more than 5% of our outstanding common shares; and

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any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother in law, father in law, son in law, daughter in law, brother in law or sister in law of a director, director nominee, executive officer or a beneficial owner of more than 5% of our common shares, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our common shares.

Pursuant to our Related Party Transactions policy, we expect that, subject to certain exceptions, any such transactions, which, for the avoidance of doubt, will include transactions with LandBridge Holdings and its affiliates, including Five Point and WaterBridge, may, at the sole discretion of our board of directors in light of the circumstances, be reviewed and approved or ratified by our Audit Committee or Conflicts Committee pursuant to the procedures included in our Operating Agreement. Not all conflicted transactions are required to be presented to a conflicts committee, and our board of directors expects to adopt a separate conflicts of interest policy for routine matters that may arise on an ongoing basis. In addition, our Operating Agreement provides that in the event a potential conflict of interest exists or arises between any of the Unrestricted Parties, on the one hand, and us, any of our subsidiaries or any of our public shareholders, on the other hand, a resolution or course of action by our board of directors shall be deemed approved by all of our shareholders, and shall not constitute a breach of the fiduciary duties of members of our board of directors to us or our shareholders, if such resolution or course of action (i) is approved by a conflicts committee, which is composed entirely of independent directors, (ii) is approved by shareholders holding a majority of our common shares that are disinterested parties, (iii) is determined by our board of directors to be on terms that, when taken together in their entirety, are no less favorable than those generally provided to or available from unrelated third parties or (iv) is determined by our board of directors to be fair and reasonable to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us). In determining whether to approve or ratify a Related Party Transaction, we expect that the appropriate parties will consider a variety of factors they deem relevant, such as: the terms of the transaction; the terms available to unrelated third parties; the benefits to us; and the availability of other sources for comparable assets, products or services. The terms of this policy will be reviewed annually by our board of directors, which may, in its sole discretion, choose to amend or replace this policy at any time.

Parents of the Smaller Reporting Company

For a discussion regarding our controlling shareholder, see “Summary—Our Controlling Shareholder.”

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DESCRIPTION OF SHARES

As of December 30, 2024, 23,255,419 Class A shares are issued and outstanding and 53,227,852 Class B shares are issued and outstanding and no preferred shares are issued and outstanding.

The following summary of Class A shares, Class B shares and preferred shares does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our Operating Agreement and our certificate of formation, which are filed as exhibits to the registration statement of which this prospectus is a part.

Class A shares

Voting Rights. Except as provided by applicable law or in our Operating Agreement, holders of Class A shares are entitled to one vote per share held of record on all matters to be voted upon by our shareholders generally. Holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except with respect to the amendment of certain provisions of our Operating Agreement that would alter or change the powers, preferences or special rights of the Class B shares so as to affect them adversely, which amendments must be approved by a majority of the votes entitled to be cast by the holders of the Class B shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law. The holders of Class A shares do not have cumulative voting rights in the election of directors.

Dividend Rights. Holders of our Class A shares are entitled to ratably receive, in proportion to the Class A shares held by them, dividends (payable in cash, shares or otherwise) when and if declared by our board of directors, from time to time in its discretion, out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred shares. To the extent OpCo makes distributions to us and the OpCo Unitholders, including LandBridge Holdings, we intend to pay dividends in respect of our Class A shares out of some or all of such dividends, if any, remaining after the payment of taxes and other expenses. However, because our board of directors may determine to pay or not pay dividends in respect of our Class A shares based on the factors described above, holders of our Class A shares may not necessarily receive dividends, even if OpCo makes such distributions to us.

Liquidation Rights. Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Class A shares are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and the liquidation preference of any of our outstanding preferred shares.

Other Matters. Class A shares have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no sinking fund provisions applicable to the Class A shares. All outstanding Class A shares are fully paid and non-assessable.

Class B shares

Generally. OpCo Unitholders will have a number of votes in us equal to the aggregate number of OpCo Units that they hold. Class B shares cannot be transferred except in connection with a permitted transfer of a corresponding number of OpCo Units and vice versa.

Voting Rights. Except as provided by applicable law or in our Operating Agreement, holders of our Class B shares are entitled to one vote per share held of record on all matters to be voted upon by our shareholders generally. Holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except with respect to the amendment of certain provisions of our Operating Agreement that would alter or change the powers, preferences or special rights of

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Class B shares so as to affect them adversely, which amendments must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law. The holders of Class B shares do not have cumulative voting rights in the election of directors.

Dividend Rights. Holders of our Class B shares do not have any right to receive dividends, unless the dividend consists of our Class B shares or of rights, options, warrants or other securities convertible or exercisable into or redeemable for Class B shares paid proportionally with respect to each outstanding Class B share and dividends consisting of Class A shares or of rights, options, warrants or other securities convertible or exercisable into or redeemable or exchangeable for Class A shares on the same terms is simultaneously paid to the holders of Class A shares.

Liquidation Rights. Holders of our Class B shares do not have any right to receive any distribution upon our liquidation, dissolution or other winding up.

Other Matters. Class B shares have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class B shares. All currently outstanding Class B shares are fully paid and non-assessable.

Preferred Shares

Pursuant to our Operating Agreement, our board of directors by resolution may establish and issue from time to time one or more classes or series of preferred shares, with such number, powers, preferences, rights, qualifications, limitations, restrictions and designations, which may include distribution rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by our board of directors without any further shareholder approval, subject to any limitations prescribed by law. The rights with respect to a series of preferred shares may be more favorable to the holder(s) thereof than the rights attached to our common shares. It is not possible to state the actual effect of the issuance of any preferred shares on the rights of holders of our common shares until our board of directors determines the specific rights attached to such preferred shares. Except as provided by law or in a preferred share designation, the holders of preferred shares will not be entitled to vote at or receive notice of any meeting of shareholders. The effect of issuing preferred shares may include, among other things, one or more of the following:

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restricting any dividends in respect of our Class A shares;

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diluting the voting power of our common shares, including our Class A shares, or providing that holders of preferred shares have the right to vote on matters as a separate class;

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impairing the liquidation rights of our Class A shares; or

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delaying or preventing a change of control of us.

In addition, if we issue preferred shares, OpCo will concurrently issue to us an equal number of preferred units, corresponding to the preferred shares issued by us, and such preferred units will have substantially the same rights to distributions and other economic rights as those of our preferred shares.

Transfer Agent and Registrar

Continental Stock Transfer & Trust Company serves as the registrar and transfer agent for the Class A shares.

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Transfer of common shares

Upon the transfer of a common share in accordance with our Operating Agreement, the transferee of the common share shall be admitted as a member with respect to the class of common shares transferred when such transfer and admission are reflected in our books and records. Each transferee:

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automatically becomes bound by the terms and conditions of our Operating Agreement;

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represents that the transferee has the capacity, power and authority to enter into our Operating Agreement; and

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makes the consents, acknowledgements and waivers contained in our Operating Agreement.

We will cause any transfers to be recorded on our books and records from time to time (or shall cause the registrar and transfer agent to do so, as applicable).

Upon a shareholder’s election of a broker, dealer or other person to serve as nominee, agent or in some other representative capacity for such beneficial owner, we intend to treat such nominee holder as the absolute owner of the applicable common shares until we are notified of the revocation of such election. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder. Such treatment may limit the beneficial owner’s recourse against us with respect to matters taken by the nominee holder pursuant to such agreement. To the extent a shareholder nominates a broker, dealer or other person to act as nominee, agent or in some other representative capacity for such shareholder, such shareholder should coordinate with such representative to communicate its intention with respect to exercising its rights as a shareholder.

Common shares are securities and any transfers are subject to the laws governing the transfer of securities.

Until a common share has been transferred on our books, we and the transfer agent may treat the record holder of the common share as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.

Registration Rights

The Selling Shareholders are entitled to registration rights with respect to their common shares, as described in the section titled “Principal and Selling Shareholders—Registration Rights Agreements”.

Listing

Our Class A shares are listed on the NYSE under the symbol “LB.”

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OUR OPERATING AGREEMENT

Organization and Duration

We were formed as a Delaware limited liability company on September 27, 2023 and will remain in existence until dissolved in accordance with our Operating Agreement.

Purpose

Under our Operating Agreement, we are permitted to engage in any business activity that lawfully may be conducted by a limited liability company organized under Delaware law and, in connection therewith, to exercise all of the rights and powers conferred upon us pursuant to the agreements relating to such business activity.

Agreement to be Bound by our Operating Agreement; Power of Attorney

By purchasing our common shares and such transfer being reflected on our transfer agent’s books and records, you will be admitted as a member of our limited liability company and will be deemed to have agreed to be bound by the terms of our Operating Agreement.

Pursuant to our Operating Agreement, each shareholder and each person who acquires a common share from a shareholder grants to certain of our officers (and, if appointed, a liquidator) a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants certain of our officers and board of directors, as applicable, the authority to make certain amendments to, and to make consents and waivers under and in accordance with, our Operating Agreement.

Amendment of Our Operating Agreement

Amendments to our Operating Agreement may be proposed only by or with the consent of our board of directors. To adopt a proposed amendment, our board of directors is required to call a meeting of our shareholders to consider and vote upon the proposed amendment or, prior to the Trigger Event, may seek written approval of the holders of the number of common shares required to approve the amendment. An amendment must be approved by (i) prior to the Trigger Event, the affirmative vote of the holders of a majority of our then-outstanding common shares and (ii) after the Trigger Event, the affirmative vote of the holders of at least 66 2/3% of our then-outstanding common shares.

Prohibited Amendments. No amendment may be made that would:

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enlarge the obligations of any shareholder without such shareholder’s consent, unless approved by at least a majority of the type or class of common shares so affected;

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provide that we are not dissolved upon an election to dissolve our company by our board of directors that is approved by holders of a majority of outstanding common shares;

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change the term of existence of our company; or

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give any person the right to dissolve our company other than our board of directors’ right to dissolve our company with the approval of holders of a majority of the total combined voting power of our outstanding common shares.

No Shareholder Approval. Our board of directors may generally make amendments to our Operating Agreement without the approval of any shareholder or assignee to reflect:

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a change in our name, the location of our principal place of our business, our registered agent or our registered office;

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the admission, substitution, withdrawal or removal of shareholders in accordance with our Operating Agreement;

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the merger of our company or any of its subsidiaries into, or the conveyance of all of our assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity;

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a change that our board of directors determines to be necessary or appropriate for us to qualify or continue our qualification as a company in which our members have limited liability under the laws of any state;

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a change in our legal form from a limited liability company to a corporation;

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an amendment that our board of directors determines, based upon the advice of counsel, to be necessary or appropriate to prevent us, members of our board of directors or our officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) whether or not substantially similar to plan asset regulations currently applied or proposed;

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an amendment that our board of directors determines to be necessary or appropriate for the authorization of additional securities;

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any amendment expressly permitted in our Operating Agreement to be made by our board of directors acting alone;

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an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our Operating Agreement;

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any amendment that our board of directors determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our Operating Agreement;

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a change in our fiscal year or taxable year and related changes;

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an amendment that sets forth the designations, rights, preferences, and duties of any class or series of shares; and

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any other amendments substantially similar to any of the matters described in the clauses above.

In addition, our board of directors may make amendments to our Operating Agreement without the approval of any shareholder or assignee if our board of directors determines that those amendments:

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do not adversely affect the shareholders in any material respect;

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are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

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are necessary or appropriate to facilitate the trading of common shares or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the Class A shares are or will be listed for trading, compliance with any of which our board of directors deems to be in the best interests of us and our shareholders;

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are necessary or appropriate for any action taken by our board of directors relating to splits or combinations of common shares under the provisions of our Operating Agreement; or

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are required to effect the intent expressed in this prospectus or the intent of the provisions of our Operating Agreement or are otherwise contemplated by our Operating Agreement.

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Termination and Dissolution

We will continue as a limited liability company until dissolved pursuant to our Operating Agreement. We will dissolve upon: (1) the election of our board of directors to dissolve us, if approved by the holders of a majority of our outstanding common shares; (2) the entry of a decree of judicial dissolution of the Company; or (3) at any time that we no longer have any shareholders, unless our business is continued in accordance with the Delaware LLC Act.

Upon dissolution, our affairs will be wound up and our assets, including the proceeds from any liquidation thereof, will be applied and distributed in the following manner: (i) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of our liabilities, (ii) second, to establish cash reserves for contingent or unforeseen liabilities and (iii) third, to the members in proportion to the number of Class A shares owned by each of them, subject to any preferential rights held by preferred shareholders, if any.

Books and Reports

We are required to keep appropriate books and records of our business at our principal offices, which may be kept electronically. The books and records will be maintained for both tax and financial reporting, as well as general company purposes. For financial reporting and tax purposes, our fiscal year is the calendar year. Our Operating Agreement provides that our shareholders have the right, subject to certain restrictions stated therein, to obtain access to certain of our books and records, including our share ledger and list of shareholders, upon reasonable demand for any purpose reasonably related to such shareholder’s interest as a shareholder. We will use commercially reasonable efforts to furnish to shareholders an annual report containing audited consolidated financial statements and a report on those consolidated financial statements by our independent public accountants. We will be deemed to have made any such report available if we file such report with the SEC on EDGAR or make the report available on a publicly available website that we maintain.

Anti-Takeover Effects of Delaware Law and Our Operating Agreement

The following is a summary of certain provisions of our Operating Agreement that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt via proxy contest or otherwise, or the removal of our incumbent officers and directors, that a shareholder might consider to be in its best interest, including those attempts that might result in a premium over the market price for the Class A shares. These provisions may also have the effect of preventing changes in our management. These provisions are designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms and the promotion of shareholder interests.

Issuance of Additional Interests

Our Operating Agreement authorizes us to issue an unlimited number of additional limited liability company interests of any type without the approval of our shareholders, subject to the rules of the NYSE. Any issuance of additional Class A shares or other limited liability company interests would result in a corresponding decrease in the proportionate ownership interests in us represented by, and could adversely affect the cash distributions related to and market price of, Class A shares then outstanding. These additional limited liability company interests may be utilized for a variety of corporate purposes, including future offerings to repay debt obligations, raise additional capital and fund corporate acquisitions. The existence of authorized but unissued limited liability company interests could render more difficult or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, merger or otherwise.

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Delaware Business Combination Statute-Section 203

We are a limited liability company organized under Delaware law. Some provisions of Delaware law may delay or prevent a transaction that would cause a change in our control.

Our Operating Agreement does not elect to have Section 203 of the DGCL, which restricts certain business combinations with interest shareholders in certain situations, apply to us. In general, this statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction by which that person became an interested shareholder, unless the transaction is approved by the board of directors before the date the interested shareholder attained that status;

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upon consumption of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting shares of the corporation outstanding at the time the transaction commenced; or

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on or after such time the business combination is approved by the board of directors and authorized at a meeting of shareholders by at least two-thirds of the outstanding shares that is not owned by the interested shareholder.

For purposes of Section 203 of the DGCL, a business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested shareholder, and an interested shareholder is a person who, together with affiliates and associates, owns, or within three years prior, did own, 15% or more of voting shares.

Other Provisions of Our Operating Agreement

Our Operating Agreement provides that our board of directors shall consist of not less than nine directors, as the board of directors may from time to time determine. We have a single class of directors, and directors are subject to re-election on an annual basis at each annual meeting of shareholders.

After the Trigger Event, our board of directors will be divided into three classes that are as nearly equal in number as is reasonably possible and each director will be assigned to one of the three classes; provided that LandBridge Holdings shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event. After the Trigger Event, at each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. We believe that classification of our board of directors will help to assure the continuity and stability of our business strategies and policies as determined by our board of directors following the Trigger Event. The classified board provision could increase the likelihood that incumbent directors will retain their positions after the Trigger Event. The staggered terms of directors may delay, defer or prevent a tender offer or an attempt to change control of us, even though a tender offer or change in control might be viewed by our shareholders to be in their best interest.

Our Operating Agreement does not provide for cumulative voting in the election of directors, which means that the holders of a majority of our issued and outstanding common shares can elect all of the directors standing for election, and the holders of the remaining common shares will not be able to elect any directors. LandBridge Holdings’ initial beneficial ownership of greater than 50% of our common shares means LandBridge Holdings will be able to control matters requiring shareholder approval, which includes the election of directors.

In addition, our Operating Agreement provides that after the Trigger Event, the affirmative vote of the holders of not less than two-thirds in voting power of all then-outstanding common shares entitled to vote generally in the election of our board of directors, voting together as a single class, shall be required to remove any director from office, and such removal may only be for “cause” (prior to such time, a director or the entire board of directors may be removed, with or without cause, at any time, by the affirmative vote of the holders of a majority of the total combined voting power of all of our outstanding common shares then entitled to vote at an election of directors).

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After the Trigger Event, all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred shares, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (prior to such time, vacancies may also be filled by shareholders holding a majority of the then-outstanding common shares entitled to vote generally in the election of directors voting together as a single class).

Pursuant to our Operating Agreement, preferred shares may be issued from time to time, and the board of directors is authorized to determine and alter all designations, preferences, rights, powers and duties thereof without limitation. See “Description of Shares—Preferred Shares.”

Consent Rights

Pursuant to our Operating Agreement, for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of our outstanding common shares, we have agreed not to take, and will take all necessary action to cause our subsidiaries not to take, the following direct or indirect actions (or enter into an agreement to take such actions) without the prior consent of LandBridge Holdings:

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increasing or decreasing the size of our board of directors, committees of our board of directors or boards and committees of our subsidiaries;

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terminating our chief executive officer or removing the Chairman of our board of directors and/or hiring or appointing either of their successors;

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agreeing to or entering into any transaction that would result in a change of control of the Company or enter into definitive agreements with respect to a change of control transaction;

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selling, transferring or disposing of assets outside the ordinary course of business in a transaction or series of transactions with a fair market value in excess of 2% of our Consolidated Net Tangible Assets (as defined in the Operating Agreement) determined as of the end of the most recently completed fiscal quarter or year, as applicable, immediately, prior to the proposed date of the consummation of such transaction or such series of transactions; and

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any amendment, modification or waiver of the consent rights described in the clauses above.

Ability of Our Shareholders to Act

Prior to the Trigger Event, special shareholder meetings may be called at the request of our shareholders holding a majority of the then-outstanding common shares entitled to vote generally in the election of directors

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voting together as a single class. After the Trigger Event, our Operating Agreement will not permit our shareholders to call special shareholders meetings. Special meetings of shareholders may also be called by a majority of the board of directors or a committee of the board of directors that has been duly designated by the board of directors and whose powers include the authority to call such meetings. Written notice of any special meeting so called shall be given to each shareholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of such meeting, unless otherwise required by law.

Prior to the Trigger Event, our Operating Agreement will allow our shareholders to act by written consent in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of our preferred shares with respect to such series. After the Trigger Event, our shareholders may not act by written consent and may only take action at a duly called annual or special meeting of our shareholders.

Our Operating Agreement establishes advance notice procedures with respect to shareholder proposals and nominations of persons for election to our board of directors, other than nominations made by or at the direction of our board of directors or any committee thereof. In addition to any other applicable requirements, our Operating Agreement provides that for business to be properly brought before an annual meeting by a shareholder, including proposals to nominate candidates for election as directors at a meeting of shareholders, such shareholder must have given timely notice thereof in proper written form to our corporate secretary. To be timely, a shareholder’s notice must be delivered to or mailed to and received at our principal executive offices (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary of the date on which we first made publicly available (whether by mailing, by filing with the SEC or by posting on an internet website) our proxy materials for the immediately preceding annual meeting of shareholders; provided, however, that in the event that no annual meeting of shareholders was held in the previous year, or the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a shareholder in order to be timely must be so received not earlier than the close of business on the 120th day and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public disclosure of the date of the annual meeting was made and (ii) in the case of a special meeting, not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public disclosure of the date of the special meeting was made. Pursuant to our Operating Agreement, any shareholder who intends to solicit proxies in support of any director nominees must comply with the content requirements of Rule 14a-19 of the Exchange Act at the time such shareholder complies with the earlier deadlines in the advance notice provisions of the Operating Agreement. For any nominations or any other business to be properly brought before an annual or special meeting by LandBridge Holdings or any other person that becomes party to, or bound by the provisions of, the Shareholder’s Agreement, such person must submit notice thereof not later than the later of the close of business on the 30th day prior to the date the we first file our preliminary or definitive proxy statement related to such meeting pursuant to the Exchange Act or the tenth day following the day on which public announcement is first made of the date of the special meeting, and we and such person shall cooperate reasonably and in good faith with respect to the inclusion of such matters to be considered at such meeting.

Duties of Officers and Directors

Our Operating Agreement provides that our business and affairs shall be managed under the direction of our board of directors, which shall have the power to appoint our officers. Our Operating Agreement further provides that the authority and function of our board of directors and officers shall be identical to the authority and functions of a board of directors and officers of a corporation organized under the DGCL, except as expressly modified by the terms of the Operating Agreement. Finally, our Operating Agreement provides that except as specifically provided therein, the fiduciary duties and obligations owed to our limited liability company and to our members shall be the same as the respective duties and obligations owed by officers and directors of a corporation organized under the DGCL to their corporation and stockholders, respectively, except as expressly modified by the terms of the Operating Agreement.

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There are certain provisions in our Operating Agreement that modify duties and obligations owed by our directors and officers from those required under the DGCL and provide for exculpation and indemnification of our officers and directors that differ from the DGCL. First, our Operating Agreement provides that to the fullest extent permitted by applicable law, our directors or officers will not be liable to us. In contrast, under the DGCL, a director or officer would be liable to us for (i) breach of the duty of loyalty to us or our shareholders, (ii) intentional misconduct or knowing violations of the law that are not done in good faith, (iii) improper redemption of shares or declaration of dividends, or (iv) a transaction from which the director derived an improper personal benefit.

Second, our Operating Agreement provides that we must indemnify our directors and officers for acts or omissions to the fullest extent permitted by law. In contrast, under the DGCL, a corporation can only indemnify directors and officers for acts or omissions if the director or officer acted in good faith, in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in a criminal action, if the officer or director had no reasonable cause to believe his or her conduct was unlawful.

Third, our Operating Agreement provides that in the event a potential conflict of interest exists or arises between any of our directors, officers, equity owners or their respective affiliates, including LandBridge Holdings, Five Point and WaterBridge, on the one hand, and us, any of our subsidiaries or any of our public shareholders, on the other hand, a resolution or course of action by our board of directors shall be deemed approved by all of our shareholders, and shall not constitute a breach of the fiduciary duties of members of the board to us or our shareholders, if such resolution or course of action is (i) approved by a conflicts committee or other committee of our board of directors, as applicable, which is composed entirely of independent directors, (ii) approved by shareholders holding a majority of our common shares that are disinterested parties, (iii) determined by our board of directors to be on terms that, when taken together in their entirety, are no less favorable than those generally provided to or available from unrelated third parties or (iv) determined by our board of directors to be fair and reasonable to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us). In contrast, under the DGCL, a corporation is not permitted to automatically exempt board members from claims of breach of fiduciary duty under such circumstances.

Fourth, our Operating Agreement provides that, in our capacity as the managing member of OpCo, our board of directors may approve amendments to the OpCo LLC Agreement relating to the mechanics of a redemption of OpCo Units (together with the cancellation of a corresponding number of Class B shares) for Class A shares without any duty to us.

In addition, our Operating Agreement provides that all conflicts of interest described in the prospectus relating to our IPO have been deemed to have been specifically approved by all of our shareholders.

Election of Members of Our Board of Directors

Prior to the Trigger Event and beginning with our first annual meeting of shareholders following the IPO, members of our board of directors will be elected by the holders of a majority of our issued and outstanding voting common shares entitled to vote generally thereon voting together as a single class. Our board of directors currently consists of 10 directors, serving as a single class and subject to re-election on an annual basis at each annual meeting of shareholders. After the Trigger Event, our board will be divided into three classes that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, with the terms staggered so that the term of only one class of directors expires at each annual meeting; provided that LandBridge Holdings shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event. The initial terms of the Class I, Class II and Class III directors will expire at the first, second and third, respectively, annual meeting following the Trigger Event. After the Trigger Event, any vacancy on the board of directors may be filled by a majority of the directors then in office, even if less than a quorum, subject to the rights of holders of a series of our preferred shares, if applicable.

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Removal of Members of Our Board of Directors

Prior to the Trigger Event, a director or the entire board of directors may be removed, with or without cause, at any time, by holders of a majority of the total combined voting power of all of our outstanding common shares then entitled to vote at an election of directors. After the Trigger Event, the affirmative vote of the holders of not less than two-thirds in voting power of all our then-outstanding common shares entitled to vote generally in the election of directors, voting together as a single class, shall be required to remove any or all of the directors from office, and such removal may only be for “cause.” After the Trigger Event, any vacancy in the board of directors caused by any such removal may only be filled by the affirmative vote of a majority of directors then in office. Prior to the Trigger Event, vacancies may also be filled by shareholders holding a majority of our then-outstanding common shares entitled to vote generally in the election of directors voting together as a single class.

Limited Liability

The Delaware LLC Act provides that a member who receives a distribution from a Delaware limited liability company and knew at the time of the distribution that the distribution was in violation of the Delaware LLC Act shall be liable to the company for the amount of the distribution for three years. Under the Delaware LLC Act, a limited liability company may not make a distribution to a member if, after the distribution, all liabilities of the company, other than liabilities to members on account of their shares and liabilities for which the recourse of creditors is limited to specific property of the company, would exceed the fair value of the assets of the company. For the purpose of determining the fair value of the assets of a company, the Delaware LLC Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the company only to the extent that the fair value of that property exceeds the nonrecourse liability.

Our subsidiaries currently conduct business only in the states of Texas and New Mexico. We may decide to conduct business in other states, and maintenance of limited liability for us, as a member of our operating subsidiaries, may require compliance with legal requirements in the jurisdictions in which the operating subsidiaries conduct business, including qualifying our subsidiaries to do business there. Limitations on the liability of shareholders for the obligations of a limited liability company have not been clearly established in certain jurisdictions. We will operate in a manner that our board of directors considers reasonable and necessary or appropriate to preserve the limited liability of our shareholders.

Forum Selection

Our Operating Agreement provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

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any derivative action or proceeding brought on our behalf;

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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, other employees or agents to us or our shareholders;

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any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the Delaware LLC Act or our Operating Agreement; or

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any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine.

Our Operating Agreement provides that, to the fullest extent permitted by applicable law, the United States District Court for the District of Delaware will be the sole and exclusive forum for resolving any complaint

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asserting a cause of action arising under the Securities Act. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. Our Operating Agreement also provides that any person or entity purchasing or otherwise acquiring any interest in our shares will be deemed to have notice of, and to have consented to, these exclusive forum provisions. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Operating Agreement inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our results of operations, cash flows and financial position.

Limitations on Liability and Indemnification of Directors and Officers

Our Operating Agreement provides that to the fullest extent permitted by applicable law, our directors or officers will not be liable to us. Our Operating Agreement also provides that we must indemnify our directors and officers for acts and omissions to the fullest extent permitted by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities.

We are party to separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law against liabilities that may arise by reason of such director’s or executive officer’s service to us. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee, subject to certain exceptions. We intend to enter into indemnification agreements with our future directors.

We believe that these indemnification provisions, agreements and insurance are useful to attract and retain qualified directors and officers.

Corporate Opportunity

Under our Operating Agreement, to the extent permitted by law:

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each Unrestricted Party has the right to, and have no duty to abstain from, exercising such right to, engage or invest in the same or similar business as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees;

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if any Unrestricted Party acquires knowledge of a potential business opportunity, transaction or other matter, they have no duty to offer or communicate such corporate opportunity to us, our shareholders or our affiliates;

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we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and

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in the event that any of our directors and officers who is also a director, officer or employee of LandBridge Holdings or any its affiliates, including Five Point and WaterBridge, acquire knowledge of such a corporate opportunity or is offered such a corporate opportunity, provided that this knowledge was not acquired using confidential information and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if LandBridge Holdings or any its affiliates, including Five Point and WaterBridge, pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.

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SHARES ELIGIBLE FOR FUTURE SALE

Future sales of our Class A shares in the public market, or the availability of such Class A shares for sale in the public market, could adversely affect the market price of our Class A shares prevailing from time to time. Class A shares held by the public shareholders are generally freely transferable without restriction or further registration under the Securities Act. However, any Class A shares held by an “affiliate” of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption from the registration requirements of the Securities Act pursuant to Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.

Sales of Restricted Class A shares

As of December 30, 2024, we have outstanding an aggregate of 16,675,000 Class A shares that are freely tradable without restriction or further registration under the Securities Act, unless the Class A shares are held or acquired by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act. Subject to the below, all remaining Class A shares held by our existing shareholders are “restricted securities” as such term is defined under Rule 144. The restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act.

Subject to certain limitations and exceptions, LandBridge Holdings has the right, pursuant to the Redemption Right, to cause OpCo to acquire all or a portion of its 53,227,852 OpCo Units for Class A shares (on a one-for-one basis with the cancellation of a corresponding number of Class B shares, subject to applicable conversion rate adjustments). The Class A shares we issue upon such redemptions would be “restricted securities” as defined in Rule 144 described below. However, pursuant to the IPO RRA with LandBridge Holdings, we are required to register under the Securities Act all such Class A shares issuable to LandBridge Holdings. In addition, pursuant to the PIPE RRA, we are required to register for resale all 5,830,419 Class A shares issued in the December Private Placement. Once the registration statement of which this prospectus forms a part has been declared effective, all 59,058,271 Class A shares registered hereby, representing such Class A shares issuable to LandBridge Holdings and issued in the December Private Placement, may be sold pursuant to such registration statement. See “Principal and Selling Shareholders—Registration Rights Agreements.”

Rule 144

In general, under Rule 144 under the Securities Act as currently in effect, a person (or persons whose Class A shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those Class A shares, subject only to the availability of current public information about us. A non-affiliated person (who has been unaffiliated for at least the past three months) who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those Class A shares without regard to the provisions of Rule 144.

A person (or persons whose Class A shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of Class A shares that does not exceed the greater of one percent of the then outstanding Class A shares or the average weekly trading volume of our Class A shares reported through the NYSE during the four calendar weeks preceding the filing of notice of the sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

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Rule 701

In general, under Rule 701 under the Securities Act, any of our employees, directors, officers, consultants or advisors who purchase or otherwise receive Class A shares from us in connection with a compensatory share or option plan or other written agreement before the effective date of this offering is entitled to sell such Class A shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirement of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, volume limitation or notice filing provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical share options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus.

Shares Issued Under Employee Plans

We have filed a registration statement on Form S-8 under the Securities Act to register Class A shares issuable under our LTIP, which was effective upon filing. Accordingly, Class A shares registered under such registration statement may be made available for sale in the open market following the effective date of such registration statement, unless such Class A shares are subject to vesting restrictions with us, Rule 144 restrictions applicable to our affiliates or the lock-up restrictions described elsewhere in this prospectus.

Additional Interests

Our Operating Agreement provides that we may issue an unlimited number of limited liability company interests of any type at any time without a vote of the shareholders, subject to the rules of the NYSE. Any issuance of additional Class A shares or other limited liability company interests would result in a corresponding decrease in the proportionate ownership interest in us represented by, and could adversely affect the cash distributions related to and market price of, Class A shares then outstanding. Please see “Our Operating Agreement—Anti-Takeover Effects of Delaware Law and Our Operating Agreement—Issuance of Additional Interests.”

Registration Rights

For a description of certain registration rights with respect to our Class A shares, see the information under the heading “Certain Relationships and Related Party Transactions—Registration Rights Agreements.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax considerations related to the purchase, ownership and disposition of our Class A shares by a non-U.S. holder (as defined herein), that holds our Class A shares as a “capital asset” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended from time to time (the “Code”) (generally property held for investment). This summary is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this summary. We have not sought any ruling from the Internal Revenue Services (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS, your tax advisor or a court will agree with such statements and conclusions.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws or any tax treaties or any other tax law other than the U.S. federal income tax law. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

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banks, insurance companies or other financial institutions;

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tax-exempt or governmental organizations;

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tax-qualified retirement plans;

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“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund) or any other person that is subject to special rules or exemptions under the Foreign Investment in Real Property Tax Act;

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dealers in securities or foreign currencies;

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persons whose functional currency is not the U.S. dollar;

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“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

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traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

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persons subject to the alternative minimum tax;

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entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;

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persons deemed to sell our Class A shares under the constructive sale provisions of the Code;

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persons that acquired our Class A shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

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certain former citizens or long-term residents of the United States; and

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persons that hold our Class A shares as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A SHARES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Non-U.S. Holder Defined

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of our Class A shares that is not for U.S. federal income tax purposes a partnership or any of the following:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) considering the purchase of our Class A shares to consult their tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our Class A shares by such partnership.

LandBridge Company LLC U.S. Federal Income Taxation

Although we were formed as a limited liability company, we have elected to be taxed as a corporation for U.S. federal income tax purposes. Thus, we are generally obligated to pay U.S. federal income tax on our worldwide net taxable income.

Dividends and Other Distributions

As described in the section entitled “Dividend Policy,” we expect to make dividends to our Class A shareholders in amounts determined from time to time by our board of directors. In the event we distribute cash or other property to our Class A shareholders, such dividends will constitute “dividends” for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent such dividends exceed our current and accumulated earnings and profits, the dividends will be treated as a non-taxable return of capital to the extent of the non-U.S. holder’s tax basis in our Class A shares (and will reduce such tax basis, but not below zero) and thereafter as capital gain from the sale or exchange of such Class A shares. See “—Gain on Disposition of Class A Shares.”

Subject to the withholding requirements under FATCA (as defined herein) and with respect to effectively connected dividends, each of which is discussed below, any distribution made to a non-U.S. holder on our Class A shares generally will be subject to U.S. withholding tax at a rate of 30% of the gross amount of the distribution unless an applicable income tax treaty provides for a lower rate. To receive the benefit of a reduced treaty rate, a non-U.S. holder must provide the applicable withholding agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate.

Dividends paid to a non-U.S. holder that are effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, are treated as attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code). Such effectively connected dividends will not be subject

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to U.S. withholding tax (including backup withholding described below) if the non-U.S. holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI certifying eligibility for exemption. If the non-U.S. holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

Gain on Sale or Other Taxable Disposition of Class A Shares

Subject to the discussion below under “—Backup Withholding and Information Reporting” and “—Additional Withholding Requirements under FATCA,” a non-U.S. holder generally will not be subject to U.S. federal income tax or withholding on any gain realized upon the sale or other disposition of our Class A shares unless:

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the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

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the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or

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our Class A shares constitute a United States real property interest in the event that we are or become a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the non-U.S. holder’s holding period for the Class A shares and as a result such gain is treated as effectively connected with a trade or business conducted by the non-U.S. holder in the United States.

A non-U.S. holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

A non-U.S. holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code) unless an applicable income tax treaty provides otherwise. If the non-U.S. holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, then such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty).

With respect to the third bullet point above, generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax purposes. However, provided that our Class A shares are and continue to be “regularly traded on an established securities market” (within the meaning of the U.S. Treasury regulations), only a Non-U.S. Holder that actually or constructively owns, or owned at any time during the shorter of the five year period ending on the date of the disposition or the Non-U.S. Holder’s holding period for the Class A shares, more than 5% of our Class A shares will be treated as disposing of a U.S. real property interest and will be taxable on gain realized on the disposition of our Class A shares a as a result of our status as a USRPHC. If our Class A shares were not considered to be regularly traded on an established securities market, each non-U.S. holder (regardless of the percentage of shares owned) would be treated as disposing of a U.S. real property interest and would be subject to U.S. federal income tax on a taxable disposition of our Class A shares (as described in the preceding paragraph), and a 15% withholding tax would apply to the gross proceeds from such disposition.

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NON-U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE FOREGOING RULES TO THEIR OWNERSHIP AND DISPOSITION OF OUR CLASS A SHARES, INCLUDING REGARDING POTENTIALLY APPLICABLE INCOME TAX TREATIES THAT MAY PROVIDE FOR DIFFERENT RULES.

Backup Withholding and Information Reporting

Any dividends paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns may be made available to the tax authorities in the country in which the non-U.S. holder resides or is established. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A shares effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A shares effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the non-U.S. holder is not a United States person and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our Class A shares effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Requirements under FATCA

The Foreign Account Tax Compliance Act (Sections 1471 through 1474 of the Code), and the U.S. Treasury regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on any dividends paid on our Class A shares and, subject to the U.S. Treasury regulations discussed below, on proceeds from sales or other dispositions of our common shares, if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners); (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E); or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes. While gross proceeds from a sale or other disposition of our common shares paid after January 1, 2019, would have originally been subject to withholding under FATCA, proposed U.S. Treasury regulations provide that such payments of gross proceeds do not constitute withholdable payments. Taxpayers may generally rely on

176

CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition and holding of our Class A shares by employee benefit plans that are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA), non-U.S. plans (as described in Section 4(b)(4) of ERISA) or other plans that are not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

This summary is based on the provisions of ERISA and the Code (and related regulations and administrative and judicial interpretations) as of the date of this prospectus. This summary does not purport to be complete, and no assurance can be given that future legislation, court decisions, regulations, rulings or pronouncements will not significantly modify the requirements summarized below. Any of these changes may be retroactive and may thereby apply to transactions entered into prior to the date of their enactment or release. This discussion is general in nature and is not intended to be all inclusive, nor should it be construed as investment or legal advice.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in our Class A shares with a portion of the assets of any Plan, a fiduciary should consider the Plan’s particular circumstances and all of the facts and circumstances of the investment and determine whether the acquisition and holding of such Class A shares is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code, or any Similar Law relating to the fiduciary’s duties to the Plan, including, without limitation:

•

whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;

•

whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws;

•

whether the investment is permitted under the terms of the applicable documents governing the Plan;

•

whether in the future there may be no market in which to sell or otherwise dispose of the Class A shares;

•

whether the acquisition or holding of such Class A shares will constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (please see discussion under “—Prohibited Transaction Issues” below); and

•

whether the Plan will be considered to hold, as plan assets, (i) only such Class A shares or (ii) an undivided interest in our underlying assets (please see the discussion under “—Plan Asset Issues” below).

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of

178

ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of our Class A shares by an ERISA Plan with respect to which the issuer, the initial purchaser, or a guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

Because of the foregoing, our Class A shares should not be acquired or held by any person investing “plan assets” of any Plan, unless such acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

Plan Asset Issues

Additionally, a fiduciary of a Plan should consider whether the Plan will, by investing in our Class A shares, be deemed to own an undivided interest in our assets, with the result that we would become a fiduciary of the Plan and our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code and any other applicable Similar Laws.

The Department of Labor (the “DOL”) regulations provide guidance with respect to whether the assets of an entity in which ERISA Plans acquire equity interests would be deemed “plan assets” under some circumstances. Under these regulations, an entity’s assets generally would not be considered to be “plan assets” if, among other things:

(a)

the equity interests acquired by ERISA Plans are “publicly offered securities” (as defined in the DOL regulations)-i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are “freely transferable” (as defined in the DOL regulations), and are either registered under certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions;

(b)

the entity is an “operating company” (as defined in the DOL regulations) i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries; or

(c)

there is no significant investment by benefit plan investors, which is defined to mean that immediately after the most recent acquisition by an ERISA Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, individual retirement accounts and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan’s investment in the entity.

Due to the complexity of these rules and the excise taxes, penalties and liabilities that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring and/or holding our Class A shares on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition and holding of such Class A shares. Purchasers of our Class A shares have the exclusive responsibility for ensuring that their acquisition and holding of such Class A shares complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws. The sale of our Class A shares to a Plan is in no respect a representation by us or any of our respective affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plan or that such investment is appropriate for any such Plan.

179

PLAN OF DISTRIBUTION

We are registering the resale by each of the Selling Shareholders or their permitted transferees from time to time of up to 59,058,271 Class A shares pursuant to the IPO RRA and PIPE RRA, respectively.

We are required to pay all fees and expenses incident to the registration of the securities to be offered and sold pursuant to this prospectus. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of Class A shares.

We will not receive any of the proceeds from the sale of the Class A shares by the Selling Shareholders. The aggregate proceeds to the Selling Shareholders will be the purchase price of the securities less any discounts and commissions borne by the Selling Shareholders.

The Selling Shareholders and any of their permitted transferees, donees, pledgees, assignees and successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling securities:

•

on the NYSE or any national securities exchange or quotation service on which the Class A shares may be listed or quoted at the time of sale;

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

through the distribution of the securities by any Selling Shareholder to its partners, members or stockholders;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

in privately negotiated transactions;

•

settlement of short sales;

•

in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•

at the market or through market makers into an existing market for the securities;

•

a combination of any such methods of sale; or

•

any other method permitted pursuant to applicable law.

In addition to the foregoing, LandBridge Holdings may offer and sell securities pursuant to one or more underwritten offerings.

The Selling Shareholders may also sell securities in reliance upon Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus provided that such Selling Shareholder meets the criteria and conforms to the requirements of those provisions. Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales.

180

Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also loan or pledge the securities offered by this prospectus to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Shareholders have informed us that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earliest of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to our Class A shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Class A shares by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). All of the foregoing may affect the marketability of the Class A shares and the ability of any person or entity to engage in market-making activities with respect to the Class A shares.

181

LEGAL MATTERS

The validity of our Class A shares offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas.

EXPERTS

The consolidated financial statements of DBR Land Holdings LLC as of and for the years ended December 31, 2023 and 2022, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm, given their authority as experts in accounting and auditing.

The financial statements of Wolf Bone Ranch Partners LLC as of and for the nine months ended September 30, 2024, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The financial statements of East Stateline Ranch as of and for the years ended December 31, 2023 and 2022, included in this prospectus, have been audited by Weaver and Tidwell, LLP, independent auditors, as stated in their report. Such financial statements are included in reliance upon the report of such firm, given their authority as experts in accounting and auditing.

Estimates of our reserves and related future net revenues related to our properties as of December 31, 2023 and 2022 included herein and elsewhere in the registration statement of which this prospectus forms a part were based upon reserve reports prepared by our independent petroleum engineers, W.D. Von Gonten & Co. We have included these estimates in reliance on the authority of such firm as an expert in such matters.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) under the Securities Act, with respect to our Class A shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Class A shares offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus as to the contents of any contract, agreement or other document are summaries of the material terms of such contract, agreement or other document and are not necessarily complete. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is www.sec.gov. A copy of the registration statement, of which this prospectus forms a part, and the exhibits and schedules thereto may be downloaded from the SEC’s website.

We are subject to full information reporting requirements of the Exchange Act and file with or furnish to the SEC periodic reports and other information. We intend to furnish our shareholders with annual reports containing our audited financial statements prepared in accordance with GAAP and certified by an independent public accounting firm. We also intend to furnish or make available to our shareholders quarterly reports containing our unaudited interim financial information, for the first three fiscal quarters of each fiscal year. Our website is located at www.landbridgeco.com. We make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part.

182

GLOSSARY OF CERTAIN INDUSTRY TERMS

Acquisitions. The Wolf Bone Acquisition, the Winkler County Acquisition, the Brininstool Acquisition, and the Spring 2024 Acquisitions, collectively.

Bbl. One barrel of volume used for measuring oil.

BLM. Bureau of Land Management.

Boe. A barrel of oil equivalent, which is used to express crude oil, NGL and natural gas volumes on a comparable crude oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of 6.0 Mcf of natural gas to 1.0 Bbl of crude oil or NGL.

Bpd. Barrels per calendar day.

Brackish Water. Water with salinity levels between seawater and freshwater.

Caliche. A crust of coarse sediment or weathered soil in calcium carbonate. It forms when lime-rich groundwater rises to the surface by capillary action and evaporates into a crumbly-like powder, forming a tough, indurated sheet called calcrete.

Completion. Installation of permanent equipment for production of natural gas, NGLs or oil or, in the case of a dry well, to reporting to the appropriate authority that the well has been abandoned.

Crude Oil. A mixture of hydrocarbons that exists in liquid phase in natural underground reservoirs and remains liquid at atmospheric pressure after passing through surface separating facilities.

DBR Solar. DBR Solar LLC, a Delaware limited liability company.

Delaware Basin. A geological depositional and structural basin in West Texas and southern New Mexico, which is a part of the Permian Basin.

Desert Environmental. Desert Environmental LLC, a Delaware limited liability company.

Developed Reserves. Reserves that can be expected to be recovered through existing wells with existing equipment or operating methods.

Development Well. A well drilled within the proved area of a crude oil, NGL or natural gas reservoir to the depth of a stratigraphic horizon (rock layer or formation) known to be productive for the purpose of extracting proved crude oil, NGL or natural gas reserves.

E&P. Exploration and production.

E&P companies. Oil and natural gas exploration and production companies, including producers and/or operators.

East Stateline Acquisition. The acquisition of the East Stateline Ranch on May 10, 2024 from a private third-party seller.

East Stateline Ranch. The approximately 103,000 surface acres in Loving and Winkler Counties, Texas and Lea County, New Mexico that were acquired pursuant to the East Stateline Ranch Acquisition.

A-1

EIA. Energy Information Administration, as independent agency withing the United States Department of Energy that develops, surveys, collects energy data and analyzes and models energy issues.

ERISA. The Employee Retirement Income Security Act of 1974, as amended.

ESG. Environmental, social and governance.

Extension Well. A well drilled on the edge of an existing field that may extend the known area of such field.

Five Point. Five Point Energy LLC, a Delaware limited liability company.

GAAP. Accounting principles generally accepted in the United States of America.

GHG. Greenhouse gas.

GW. Gigawatt, or one billion watts of electric capacity.

Henry Hub. A natural gas pipeline located in Erath, Louisiana that serves as the official delivery location for futures contracts on the NYMEX. The settlement prices at the Henry Hub are used as benchmarks for the entire North American natural gas market.

LandBridge. LandBridge Company LLC, a Delaware limited liability company.

LandBridge Holdings. LandBridge Holdings LLC, a Delaware limited liability company.

Lea County Acquisition. The acquisition of the Lee County Ranches on March 18, 2024 from a private third-party seller.

Lea County Ranches. The approximately 11,000 surface acres in Lea County, New Mexico that were acquired pursuant to the Lee County Acquisition.

MBbls. One thousand barrels of crude oil, condensate or NGLs.

MBbl/d. One MBbl per day.

Mboe. One thousand BOE.

Mboe/d. One thousand BOE per day.

Mcf. One thousand cubic feet of natural gas.

Mineral Interest. Real-property interests that grant ownership of oil and natural gas under a tract of land and the rights to explore for, develop, and produce oil and natural gas on that land or to lease those exploration and development rights to a third party.

MMBtu. One million British thermal units.

MMcf. One million cubic feet of natural gas.

NDB LLC. WaterBridge NDB LLC, a Delaware limited liability company.

Gross Mineral Acre. The total gross acres in which an owner owns a Mineral Interest or a royalty. For example, an owner who owns a 25%, or 1/4th, Royalty in 100 acres has 100 Gross Mineral Acres.

A-2

Net Revenue Interest. The net royalty, overriding royalty, production payment and net profits interests in a particular tract or oil and natural gas well.

Net Royalty Acre. Mineral ownership standardized to a 100% royalty based on the actual number of Gross Mineral Acres in which such owner has an interest. For example, an owner who has a 25%, or 1/4th, royalty in 100 Gross Mineral Acres would hypothetically own 25 Net Royalty Acres on an actual or a 100% basis (100 multiplied by 25%).

NGL. Natural gas liquid.

Northern Delaware Basin. Eddy County, New Mexico, Lea County, New Mexico and Loving County, Texas, collectively.

NYMEX. The New York Mercantile Exchange.

OpCo. DBR Land Holdings LLC, a Delaware limited liability company.

Operator. The individual or company responsible for the development and/or production of an oil or natural gas well.

Pecos Renewables. Pecos Renewables LLC, a Delaware limited liability company.

Permian Basin. A large sedimentary basin located in West Texas and southeastern New Mexico.

Plugging. The sealing off of fluids in the strata penetrated by an oil and natural gas well so that the fluids from one strata will not escape into another or to the surface. State regulations require generally plugging abandoned of wells.

PUD. Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be classified as having PUDs only if a development plan has been adopted indicating that such locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time.

Produced Water. Water that comes out of an oil and natural gas well with the crude oil during crude oil production.

Produced Water Handling Facilities. Facilities employed for the treatment, handling and disposal of salt water produced with oil and natural gas into an underground formation.

Proved Reserves. The estimated quantities of crude oil, natural gas, and NGLs which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided by contractual arrangements.

Rod. A rod is a unit of measure of 16.5 feet that is measured in linear feet.

Royalty. An interest in an oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof), but does not require the owner to pay any portion of the production or development costs on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

A-3

Sand Mine. An area of land from which sand is being mined.

Sequestration. A technique for the permanent storage of carbon dioxide or other active compounds so they will not be released into the atmosphere.

Speed Acquisition. The acquisition of the Speed Ranch on May 10, 2024 from a private third-party seller.

Speed Ranch. The approximately 34,000 surface acres in Lea County, New Mexico and Andrews County, Texas, that were acquired pursuant to the Speed Ranch Acquisition.

Spot Market Price. The cash market price without reduction for expected quality, transportation and demand adjustments.

Spring 2024 Acquisitions. The East Stateline Acquisition, the Speed Acquisition and the Lea County Acquisition, collectively.

Undeveloped Reserves. Reserves that are expected to be recovered from new wells on undrilled acreage, from deepening existing wells to a different reservoir or where a relatively large expenditure is required to re-complete an existing well. While not using these same terms, all agencies generally recognize that new capital is required to bring undeveloped reserves to developed status.

Unproved Reserves. Reserves that are based on geoscience and/or engineering data similar to that used in estimates of proved reserves, but technical or other uncertainties preclude such reserves being classified as proved reserves. Unproved reserves may be further categorized as probable reserves and possible reserves.

WaterBridge. Collectively, WaterBridge NDB and WaterBridge Operating and their respective subsidiaries.

WaterBridge NDB. WaterBridge NDB Operating LLC, a Delaware limited liability company.

WaterBridge Operating. WaterBridge Operating LLC, a Delaware limited liability company.

Weighted Average Royalty Interest. An expression of our average royalty interest weighted on an acreage basis and calculated by summing the products of Gross Mineral Acres and royalty percentage, divided by the total net royalty acres.

Working Interests. The right granted to the lessee of a property to develop, produce and own natural gas, NGLs, oil or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.

WTI. West Texas Intermediate.

A-4

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)


	September 30, 2024		December 31, 2023
Current assets:
Cash and cash equivalents	$	14,417	$	37,823
Accounts receivable, net		12,757		12,383
Related party receivable (Note 10)		2,161		1,037
Prepaid expenses and other current assets		2,271		1,035

Total current assets		31,606		52,278
Non-current assets:
Property, plant and equipment, net		628,087		203,018
Intangible assets, net		27,484		28,642
Other assets		2,711		5,011

Total non-current assets		658,282		236,671

Total assets	$	689,888	$	288,949

Liabilities and equity
Current liabilities:
Accounts payable	$	182	$	200
Related party payable (Note 10)		504		453
Accrued liabilities		6,199		4,945
Current portion of long-term debt		35,547		20,339
Other current liabilities		826		1,163

Total current liabilities		43,258		27,100
Non-current liabilities:
Long-term debt		242,430		108,343
Other long-term liabilities		183		2,759

Total non-current liabilities		242,613		111,102

Total liabilities		285,871		138,202
Commitments and contingencies (Note 11)
Member’s equity		—		150,747
Class A shares, unlimited shares authorized and 17,425,000 shares issued and outstanding as of September 30, 2024. None authorized, issued or outstanding as of December 31, 2023.		94,553		—
Class B shares, unlimited shares authorized and 55,726,603 shares issued and outstanding as of September 30, 2024. None authorized, issued or outstanding as of December 31, 2023.		—		—
Retained earnings		2,656		—

Total shareholders’ equity attributable to LandBridge Company LLC		97,209		—
Noncontrolling interest		306,808		—

Total shareholders’ and member’s equity		404,017		150,747

Total liabilities and equity	$	689,888	$	288,949

See accompanying notes to the unaudited condensed consolidated financial statements.

F-3

Table of Contents

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(in thousands)

(unaudited)


	Member’s Equity			Class A				Class B				Retained Earnings		Non-controlling Interest			Total Shareholders’ and Member’s Equity
	Amount			Shares		Amount		Shares		Amount		Amount		Amount			Amount
Balance at January 1, 2024	$	150,747			—	$	—		—	$	—	$	—	$	—		$	150,747
Deemed non-cash capital contributions prior to reorganization		810			—		—		—		—		—		—			810
Net income prior to reorganization		10,776			—		—		—		—		—		—			10,776

Balance at March 31, 2024	$	162,333			—	$	—		—	$	—	$	—	$	—		$	162,333

Contribution from member	$	120,000			—	$	—		—	$	—	$	—	$	—		$	120,000
Deemed non-cash capital contributions prior to reorganization		71,762			—		—		—		—		—		—			71,762
Net loss prior to reorganization		(57,653	)		—		—		—		—		—		—			(57,653	)

Balance at June 30, 2024	$	296,442			—	$	—		—	$	—	$	—	$	—		$	296,442

Effect of Corporate Reorganization and Offering		(296,442	)		17,425,000		94,126		55,726,603		—		—		301,023			98,707
Deemed non-cash capital contributions subsequent to reorganization		—			—		—		—		—		—		9,830			9,830
Class A share-based compensation expense subsequent to reorganization		—			—		427		—		—		—		1,367			1,794
Net income (loss) subsequent to reorganization		—			—		—		—		—		2,656		(5,412	)		(2,756	)

Balance at September 30, 2024	$	—			17,425,000	$	94,553		55,726,603	$	—	$	2,656	$	306,808		$	404,017


	Total Member’s Equity
Balance at January 1, 2023	$	209,959
Distribution to member		(13,000	)
Deemed non-cash capital contributions		11,235
Net loss		(647	)

Balance at March 31, 2023	$	207,547

Distribution to member	$	(10,000	)
Deemed non-cash capital distributions		(28,725	)
Net income		44,664

Balance at June 30, 2023	$	213,486

Distribution to member	$	(82,165	)
Deemed non-cash capital distributions		(6,933	)
Net income		16,633

Balance at September 30, 2023	$	141,021

See accompanying notes to the unaudited condensed consolidated financial statements.

F-5

Table of Contents

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities
Net (loss) income	$	(49,633	)	$	60,650
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		6,294			6,396
Amortization of deferred financing fees		302			65
Amortization of debt issuance costs		875			129
Share-based compensation		84,196			(24,434	)
Deferred income tax benefit		(1,276	)		—
Other		—			(17	)
Changes in operating assets and liabilities:
Accounts receivable		1,640			(2,357	)
Related party receivable		(1,124	)		(357	)
Prepaid expenses and other assets		(341	)		225
Accounts payable		(50	)		658
Related party payable		51			(158	)
Other current liabilities		(226	)		(241	)

Net cash provided by operating activities		40,708			40,559

Cash flows from investing activities
Acquisitions		(431,260	)		—
Capital expenditures		(761	)		(2,634	)
Proceeds from disposal of assets		—			11

Net cash used in investing activities		(432,021	)		(2,623	)

Cash flows from financing activities
Proceeds from issuance of Class A shares, net of underwriting discounts and fees		278,263			—
Offering costs		(6,997	)		(116	)
Contributions from member		120,000			—
Distributions to member		(170,854	)		(105,165	)
Proceeds from term loan		265,000			100,000
Repayments on term loan		(93,750	)		(62,417	)
Proceeds from revolver		15,000			25,000
Repayments of revolver		(35,000	)		—
Debt issuance costs		(3,437	)		(3,104	)
Other financing activities, net		(318	)		(193	)

Net cash provided by (used in) financing activities		367,907			(45,995	)

Net decrease in cash and cash equivalents		(23,406	)		(8,059	)
Cash and cash equivalents - beginning of period		37,823			25,351

Cash and cash equivalents - end of period	$	14,417		$	17,292

See accompanying notes to the unaudited condensed consolidated financial statement

F-6

Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

1.	Organization and Nature of Operations

LandBridge Company LLC (the “Company,” “LandBridge,” “we,” “our” and “us”) is headquartered in Houston, Texas and was formed on September 27, 2023 as a Delaware limited liability company to serve as the issuer in an initial public offering. We are governed by our First Amended & Restated Limited Liability Company Agreement, dated as of July 1, 2024 (the “A&R LLC Agreement”), which was entered into in connection with the initial public offering.

Our accounting predecessor is DBR Land Holdings LLC (“OpCo”) and its subsidiaries. OpCo was formed in September 2021. We are a holding company whose principal asset consists of membership interests in OpCo (“OpCo Units”). As the managing member of OpCo and its subsidiaries, we operate and control all of the business and affairs of OpCo and its subsidiaries, and through OpCo and its subsidiaries, conduct our business.

We generate revenue primarily from the use of our surface acreage, the sale of resources from our land and oil and natural gas royalties. The use of surface acreage generally includes easements or leases and various surface use royalties. Sale of resources generally includes sales of brackish water and other surface composite materials. Our assets consist mainly of fee surface acreage, oil and natural gas mineral interests, brackish water wells and ponds and related facilities.

We own surface acreage in the Delaware Basin across Andrews, Loving, Reeves, Pecos and Winkler Counties in Texas and Eddy and Lea Counties in New Mexico and own oil and natural gas mineral interests in the Delaware Basin in Loving and Reeves Counties, Texas.

Initial Public Offering and Private Placement

On July 1, 2024, we completed our initial public offering of 14,500,000 Class A shares representing limited liability company interests (“Class A shares”) at a price to the public of $17.00 per share. In addition, we granted the underwriters a

30-day

option to purchase up to an additional 2,175,000 Class A shares at the public offering price, less underwriting discounts and commissions, which was exercised in full on July 1, 2024. In addition to the Class A shares sold in the Offering, on July 1, 2024, we sold 750,000 Class A shares at a price of $17.00 per Class A share in a concurrent private placement to an accredited investor (the “concurrent private placement”).

The closing of the Offering, including the exercise of the underwriters’ option and the concurrent private placement, resulted in net proceeds of approximately $270.9 million, after deducting underwriting discounts and commissions, placement agent fees, and other offering expenses. The Company contributed all of the net proceeds of the Offering (including the underwriters’ option and the concurrent private placement) to OpCo in exchange for OpCo Units at a

per-unit

price equal to the per share price paid by the underwriters for Class A shares in the Offering. OpCo distributed approximately $170.9 million to LandBridge Holdings and utilized approximately $100.0 million to repay outstanding borrowings under the Credit Facilities. Refer to Note 6—

Debt

for additional information related to our Credit Facilities.

Corporate Reorganization and Amended and Restated LLC Agreement

On July 1, 2024, immediately prior to the Offering, WaterBridge NDB LLC (“NDB LLC”), the sole member of the Company prior to the corporate reorganization, was divided into two Delaware limited liability companies in accordance with a plan of division: (i) NDB LLC and (ii) LandBridge Holdings LLC (“LandBridge Holdings”), a new Delaware limited liability company created by, and resulting from, the division (collectively, the “Division”). Following the Division and in connection with the Offering, our Board of Directors (the “Board”) authorized and approved the A&R LLC Agreement.

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

The A&R LLC Agreement authorizes two classes of shares, Class A shares and Class B shares representing limited liability company interests in us. Only our Class A shares have economic rights and entitle holders thereof to participate in any dividends the Board may declare. Under the A&R LLC Agreement, the Company is authorized to issue an unlimited number of additional limited liability company interests of any type without the approval of our shareholders, subject to the rules of the New York Stock Exchange. Each holder of a Class A share is entitled to one vote on all matters to be voted on by our shareholders generally. Class B shares are not entitled to participate in any dividends the Board may declare but are entitled to vote on the same basis as the Class A shares. Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the A&R LLC Agreement. We do not intend to list the Class B shares on any stock exchange. As of September 30, 2024, all of our Class B shares are owned by LandBridge Holdings.

As of September 30, 2024, the Company has the following outstanding shares:

•

17,425,000 Class A shares, and

•

55,726,603 Class B shares

Redemption Rights

Pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, dated as of July 1, 2024, as amended by Amendment No. 1 thereto, dated effective as of September 30, 2024 (collectively, the “OpCo LLC Agreement”), each holder of an OpCo Unit (other than the Company) (each, a “Redeeming Member”) has the right, subject to certain limitations (the “Redemption Right”), to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (x) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions (“applicable conversion rate adjustments”) or (y) cash in an amount equal to the Cash Election Amount (as defined in the OpCo LLC Agreement) of such Class A shares. Alternatively, upon the exercise of the Redemption Right, we have the right, pursuant to our Call Right (as defined in the OpCo LLC Agreement), to acquire each tendered OpCo Unit directly from the Redeeming Member for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares. Notwithstanding the foregoing, to the extent a Redeeming Member and its affiliates own at least 40% of the voting power of the Company, (i) OpCo may elect to settle a redemption by such Redeeming Member in cash only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of equity securities at least equal to the number of OpCo Units subject to such redemption and contributes to OpCo an amount in cash equal to the net proceeds received by the Company from the issuance of such equity securities, and (ii) the Company may make a Cash Election (as defined in the OpCo LLC Agreement) in connection with its exercise of its Call Right with respect to a redemption by such Redeeming Member only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of equity securities at least equal to the number of OpCo Units subject to such redemption.

Corporate Reorganization

The transactions described above (altogether, the “Corporate Reorganization”) have been accounted for as a reorganization of entities under common control. As a result, our consolidated financial statements recognize the assets and liabilities in the Corporate Reorganization at their historical carrying amounts, reflected in the historical financial statements of OpCo.

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

2.	Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of the Company have been prepared in accordance with GAAP for interim financial information and in accordance with Rule

10-01

of Regulation

S-X

and reflects all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s annual audited financial statements and accompanying notes for the year ended December 31, 2023, included within the Company’s final prospectus filed with the SEC on June 28, 2024 (the “Prospectus”), pursuant to Rule 424(b) under the Securities Act. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

In these Financial Statements, periods prior to the consummation of the Corporate Reorganization and the Offering reflect the financial statements of OpCo and its subsidiaries. Periods subsequent to the consummation of the Corporate Reorganization and the Offering reflect the financial statements of the consolidated Company, including LandBridge, OpCo and its subsidiaries.

Results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2024.

We have determined that the members with equity at risk in OpCo lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact OpCo’s economic performance; therefore, OpCo is considered a variable interest entity. As the managing member of OpCo, we operate and control all of the business and affairs of OpCo and also have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate OpCo.

The Financial Statements include the accounts of the Company, OpCo and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

Noncontrolling Interest

Our Financial Statements include a noncontrolling interest representing the percentage of OpCo Units not held by us.

Use of Estimates

The preparation of the Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes.

The Company evaluates its estimates and related assumptions regularly, including those related to the fair value measurements of assets acquired and liabilities assumed in a business combination, the collectability of accounts receivable, the assessment of recoverability and useful lives of long-lived assets, including property, plant and equipment, intangible assets, and the valuation of the Incentive Units. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from such estimates.

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Whenever available, fair value is based on or derived from observable market prices or parameters. When observable market prices or inputs are not available, unobservable prices or inputs are used to estimate the fair value. The three levels of the fair value measurement hierarchy are as follows:

•

Level 1: Quoted market prices in active markets for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3: Unobservable inputs that are not corroborated by market data.

The Company’s financial instruments consist primarily of accounts receivable and accounts payable. The carrying value of the Company’s accounts receivable and accounts payable approximate fair value due to their highly liquid nature or short-term maturity.

The Company adjusts the carrying amount of certain

non-financial

assets, property, plant and equipment and definite-lived intangible assets, to fair value on a

non-recurring

basis when they are impaired.

The fair value of debt is the estimated amount the Company would have to pay to transfer its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Refer to Note 6—

Debt

for additional information.

Recurring fair value measurements were performed for NDB Incentive Units (defined below) prior to the Division and award modifications (when the incentive units were accounted for as liability awards at NDB LLC), as disclosed in Note 8—

Share-Based Compensation

During the nine months ended September 30, 2024 and 2023, there were no transfers between the fair value hierarchy levels.

Intangible Assets

On March 18, 2024, the Company acquired a surface use agreement as part of an acquisition of land in Lea County, New Mexico. The purchase consideration attributable to the surface use agreement was approximately $0.5 million, which will be amortized over a term of 30 years. Refer to Note 3

—Asset Acquisitions

for further information regarding the transaction.

Offering Costs

Offering costs consist of costs related to underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Offering. These costs are offset against proceeds in the periods following the consummation of the Offering. As of September 30, 2024, the Company had $8.7 million of offering costs included in shareholders’ and member’s equity on the condensed consolidated balance sheets, all of which were paid as of September 30, 2024. Prior to the consummation of the Offering, the costs were deferred. As of December 31, 2023, the Company had $3.7 million of deferred offering costs included in other assets on the condensed consolidated balance sheets, of which $2.0 million were accrued.

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Asset Acquisitions

We record asset acquisitions using the cost accumulation model. Under the cost accumulation model of accounting, the cost of the acquisition, including certain transaction costs, are allocated to the assets acquired using relative fair values.

Share-Based Compensation

Incentive Units

The Company accounts for share-based compensation expense for incentive units granted in exchange for employee services.

Prior to the Division, our management and employees participated in an equity-based incentive unit plan, managed by NDB LLC, the direct parent of the Company. The incentive units consisted of time-based awards of profits interests in NDB LLC (the “NDB Incentive Units”).

The NDB Incentive Units represented a substantive class of equity of NDB LLC and were accounted for under Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). Features of the NDB Incentive Units included the ability for NDB LLC to repurchase NDB Incentive Units during a

180-day

option period, whereby the fair value price was determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the NDB Incentive Unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. NDB LLC classified the NDB Incentive Units as liability awards. The liability related to the NDB Incentive Units was recognized at NDB LLC as the entity responsible for satisfying the obligation. Share-based compensation income or expense pushed down to the Company was recognized as a deemed

non-cash

contribution to or distribution from member’s equity on the condensed consolidated balance sheets. The share-based compensation income or expense was recognized consistent with NDB LLC’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

180-day

option period, whereby the fair value price is determined as of the repurchase date, which subjects the Incentive Unit holder to the normal rights, risks and rewards of ownership. The repurchase feature is a

non-contingent

call option as the call becomes effective upon (i) the employee’s termination of employment either by the Company (with or without cause) or (ii) voluntary resignation by employee and it is assured that all employees will eventually terminate. Under ASC 718, a feature for which the employee could bear the risks and rewards normally associated with equity ownership and a

non-contingent

call option not probable to be exercised within six months requires equity classification. As such, beginning on July 1, 2024, the Incentive Units are no longer required to be remeasured at fair value, as the modification results in equity award classification and accounting. See “Note 8—Share-Based Compensation” for additional information related to the modification.

Restricted Share Units

In connection with the Offering, our Board adopted the LandBridge Company LLC Long Term Incentive Plan (the “LTIP”). The LTIP allows for the grant of options, share appreciation rights (“SARs”), restricted share units (“RSUs”), share awards, dividend equivalents, other share-based awards, cash awards, substitute awards, or any combination thereof.

There are 3,600,000 Class A shares reserved and available for delivery under the LTIP, subject to increase on January 1 of each calendar year by a number of shares equal to the lesser of 5% of the total number of Class A shares and Class B shares outstanding as of December 31 of the immediately preceding calendar year; the number of shares required to bring the total shares available for issuance under the LTIP to 5% of the total number of Class A shares and Class B shares outstanding as of December 31 of the immediately preceding calendar year; or such smaller number of shares as determined by the Board.

RSUs issued to participants are recorded on grant date at fair value. Expense is recognized on a straight-line basis over the requisite service period (generally the vesting period of the award) as either other operating and maintenance expense or general and administrative expense in the consolidated statements of operations. We have elected to account for forfeitures as they occur. Therefore, compensation cost previously recognized for an award that is forfeited because of failure to satisfy a service condition will be reversed in the period of the forfeiture. RSUs include dividend equivalent rights that permit holders of granted but unvested RSUs to receive nonforfeitable distributions alongside common equity holders of the Company as if such RSUs were granted as of the applicable record date for such distribution.

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

See “Note 8—Share-Based Compensation” for additional information.

Earnings (Loss) Per Share Attributable to LandBridge

We use the

two-class

method in our computation of earnings per share. Our RSUs include dividend equivalent rights that permit holders of granted but unvested RSUs to receive a

non-forfeitable

cash amount equal in value to dividends paid with respect to a specified number of shares and are contemplated as participating when the Company is in a net income position. These awards participate in dividend equivalents on a basis equivalent to other Class A shares but do not participate in losses.

Basic earnings (loss) per share (“EPS”) of our Class A shares is computed on the basis of the weighted average number of shares outstanding during each period. The diluted EPS of our Class A shares contemplates adjustments to the numerator and the denominator under the

if-converted

method for the convertible Class B shares. The Company uses the treasury stock method or

two-class

method when evaluating dilution for RSUs. The more dilutive of the two methods is included in the calculation for diluted EPS.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU

No. 2023-07,

Segment Reporting (Topic 280). This guidance requires a public entity, including entities with a single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. We plan to adopt this guidance and conform with the applicable disclosures retrospectively when it becomes mandatorily effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740). This guidance further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. We plan to adopt this guidance and conform with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2024.

3.	Asset Acquisitions

On March 18, 2024, the Company acquired approximately 11,000 acres of land in Lea County, New Mexico for total purchase consideration of $26.4 million, inclusive of $0.3 million in transaction costs. The purchase consideration was attributed to land value of $25.9 million and intangible asset value of $0.5 million.

On May 10, 2024, the Company acquired approximately 103,000 fee surface acres in the Loving and Winkler Counties, Texas, and Lea County, New Mexico from a private third-party seller, for total purchase consideration of $362.6 million, inclusive of $2.1 million in transaction costs. The purchase consideration was attributed to land value of $361.9 million and other assets of $0.7 million.

On May 10, 2024 the Company acquired approximately 34,000 fee surface acres in Lea County, New Mexico and Andrews County, Texas from the same private third-party seller, for total purchase consideration of $42.2 million, inclusive of $0.3 million in transaction costs. The purchase consideration was all attributed to land value.

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

4.	Property, Plant and Equipment

As of September 30, 2024 and December 31, 2023, property, plant and equipment, net of accumulated depreciation consisted of the following:


	September 30, 2024			December 31, 2023
Oil and natural gas properties
Proved	$	36,054		$	36,054
Unproved		3,057			3,057

Total oil and natural gas properties		39,111			39,111
Land and land improvements		585,555			157,737
Water wells, pipelines, facilities, ponds and related equipment		15,602			15,132
Buildings, vehicles, equipment, furniture and other		3,748			2,594
Construction in progress		156			—

		644,172			214,574
Less: accumulated depreciation and depletion		(16,085	)		(11,556	)

Total property, plant and equipment, net	$	628,087		$	203,018

Depreciation and depletion expense was $1.5 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively. Depreciation and depletion expense was $4.5 million and $4.6 million for the nine months ended September 30, 2024 and 2023, respectively.

5.	Income Taxes

The Company has elected to be treated as a corporation for U.S. federal income tax purposes and is subject to U.S. federal and state income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdictions in which we operate for the year in which those temporary differences are expected to be recovered or settled. As of September 30, 2024, there is $1.3 million of deferred tax assets included in our condensed consolidated balance sheets.

The Company recorded income tax benefit of $1.1 million and income tax expense of $0.1 million for the three months ended September 30, 2024 and 2023, respectively. The Company recorded income tax benefit of $0.9 million and income tax expense of $0.3 million for the nine months ended September 30, 2024 and 2023, respectively.

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its

year-to-date

earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

obtained or as the result of new judicial interpretations or regulatory or tax law changes. The Company’s interim effective tax rate, inclusive of any discrete items, was 29.1% for the three months ended September 30, 2024. The Company’s effective income tax rate differs from the U.S. statutory rate primarily due to the noncontrolling interest adjustment as the income attributable to the noncontrolling interest is pass-through income. Our predecessor, OpCo, is a Delaware limited liability company treated as a partnership, or, prior to the offering, a disregarded entity for U.S. federal income tax purposes and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income (loss) in our historical financial statements does not reflect the tax expense (benefit) we would have incurred if we were subject to U.S. federal income tax at an entity level during the periods prior to the Offering. OpCo continues to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to members, including the Company, and, except for Texas franchise tax, any taxable income of OpCo is reported in the respective tax returns of its members. OpCo recorded $0.4 million related to its Texas margin tax liability as of both September 30, 2024 and December 31, 2023, which is included within other current liabilities on the condensed consolidated balance sheets.

The Company had no activity or holdings prior to the Offering.

Debt

As of September 30, 2024 and December 31, 2023, our debt consisted of the following:


	September 30, 2024			December 31, 2023
Term loan	$	266,250		$	95,000
Revolving credit facility		15,000			35,000
Other		640			494

Total debt		281,890			130,494

Current portion of long-term debt		(35,547	)		(20,339	)
Unamortized debt issuance costs		(3,913	)		(1,812	)

Total long-term debt	$	242,430		$	108,343

Credit Facilities

On July 3, 2023, the Company entered into a four-year credit agreement providing for (i) a $100.0 million term loan (as amended and as described herein, the “Term Loan”), and (ii) a $50.0 million revolving credit facility (as amended and as described herein, the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). Upon the closing of the Credit Facilities, the Ag Loan (as defined below) was terminated.

On May 10, 2024, the Company entered into a credit agreement amendment (the “Credit Agreement Amendment”), which amended the Credit Facilities to increase the principal amount of the Term Loan to $350.0 million and increase the available capacity of the Revolving Credit Facility to $75.0 million. Following the Credit Agreement Amendment, the Company borrowed approximately $265.0 million under the Term Loan to fund a portion of the purchase price of certain acquisitions permitted by the credit agreement.

Immediately following the Offering, we used approximately $100.0 million of the net proceeds to repay outstanding borrowings under our Credit Facilities.

We may elect for outstanding borrowings under our Credit Facilities to accrue interest at a rate based on either (i) a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus 0.10%,

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Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

or (ii) the base rate, in each case plus an applicable margin. Borrowings under our Credit Facilities accrue interest based on a five-tiered pricing grid tied to our current leverage ratio. The applicable margin ranges from (i) prior to the consummation of the Offering, 3.00% to 4.00% in the case of Term SOFR loans and letter of credit fees, and 2.00% to 3.00% in the case of base rate loans, and commitments fees of 0.50%, and (ii) following consummation of the Offering,

2.75% to 3.75% in the case of Term SOFR loans and letter of credit fees, and 1.75% to 2.75% in the case of base rate loans, and commitment fees range from 0.375% to 0.50%. Interest on all outstanding SOFR loans shall be payable on the last day of each interest period, which may be, at the Company’s election,

1-month,

3-months,

6-months.

Interest on all outstanding base rate loans shall be payable on the first day of each calendar quarter.

Our Credit Facilities are secured by a first priority security interest in substantially all of our assets and the assets of our restricted subsidiaries, which are party to our Credit Facilities as guarantors. Subject to certain exceptions and materiality qualifiers, our Credit Facilities include certain customary affirmative and negative covenants, which, among other things, restrict our ability and our restricted subsidiaries’ ability, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates or restrictive agreements, change our business, prepay debt and amend our organizational documents and material agreements. Our Credit Facilities allow us to make cash dividends to our shareholders so long as (i) no default or event of default exists or would result therefrom, (ii) the pro forma leverage ratio is less than 3.25:1.00 and (iii) pro forma liquidity is at least $10 million.

In addition, we are required to comply with the following financial maintenance covenants: (i) a maximum leverage ratio as of the last day of each fiscal quarter of (a) prior to the consummation of the Offering, no greater than 3.50:1.00 for the period of the last four consecutive fiscal quarters, or (b) following the consummation of the Offering, 4.00:1.00 for the period of the last four consecutive fiscal quarters (subject, in either case, to (x) a 0.50:1.00 leverage

step-up

for any “qualified acquisition” for the fiscal quarter in which such “qualified acquisition” occurs and the immediately following two fiscal quarters, at the Company’s election, (y) cap of 0.50:1.00 on such

step-up

regardless of the total number of “qualified acquisitions” and certain other limitations set forth therein, and (z) an additional step up of 0.25 for the second quarter of 2024 in connection with consummation of the East Stateline Acquisition); (ii) a minimum interest coverage ratio of at least 2.75 to 1.00 as of the last day of each fiscal quarter ending on or after the date of the closing of the Offering; and (iii) a minimum debt service coverage ratio of at least 1.25 to 1.00 as of the last day of each fiscal quarter ending prior to the date on which the Offering is consummated.

Our Credit Facilities contain customary events of default, including for our failure and the failure of other loan parties to comply with the various financial, negative and affirmative covenants under our Credit Facilities (subject to the cure provisions set forth therein). During the existence of an event of default (as defined under our Credit Facilities), the agent, with the consent of or at the direction of the requisite lenders thereunder, has a right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under our Credit Facilities to be immediately due and payable.

The Company was in compliance with these covenants as of September 30, 2024.

The principal outstanding amount of the Credit Facilities approximates the estimated fair value because the interest rates applicable to such amounts are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

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LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Term Loan

The Term Loan is subject to quarterly principal amortization payments that are payable on the first day of each quarter. Any principal amounts outstanding on the maturity date, July 3, 2027, become due and payable on such date.

Debt issuance costs associated with the Term Loan consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $0.4 million and $0.8 million for the three and nine months ended September 30, 2024, and $0.1 million for both the three and nine months ended September 30, 2023, which are included in interest expense, net in the condensed consolidated statements of operations. Net debt issuance costs of $3.9 million and $1.8 million associated with the Term Loan as of September 30, 2024 and December 31, 2023, respectively, are reported as a direct deduction from the carrying amount of the related long-term debt.

For the three and nine months ended September 30, 2024, the Company incurred $6.0 million and $12.9 million, respectively, of interest expense related to the Term Loan and the related weighted average interest rate was 8.56% and 8.49%, respectively. For both the three and nine months ended September 30, 2023, the Company incurred $2.1 million of interest expense related to the Term Loan and the related weighted average interest rate was 8.63%. The accrued interest payable related to the Term Loan was $3.3 million and $1.2 million as of September 30, 2024 and December 31, 2023, respectively.

Revolving Credit Facility

The Revolving Credit Facility provides for incremental borrowings up to the revolving commitment of $75.0 million. It also includes an incremental revolving commitment that permits the Company to increase the aggregate amount of the Revolving Credit Facility, subject to the applicable lenders’ willingness to participate and other customary terms and conditions, by an amount not to exceed the sum of (i) $50.0 million plus (ii) the amount of any prior principal repayments of the Term Loan following the closing of the Credit Agreement Amendment (up to $50.0 million). The Revolving Credit Facility provides availability for the issuance of letters of credit on the Company’s behalf in an aggregate amount not to exceed $5.0 million.

The Company also pays a commitment fee to each lender quarterly in arrears on the daily average unused amount of the revolving credit commitment of such lender under the Revolving Credit Facility. For both the three and nine months ended September 30, 2024, the Company paid $0.1 million in commitment fees. For the three and nine months ended September 30, 2023, the Company paid an immaterial amount in commitment fees.

Debt issuance costs associated with the Revolving Credit Facility consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, and $0.1 million for both the three and nine months ended September 30, 2023, which is included in interest expense, net, in the condensed consolidated statements of operations. Short-term debt issuance costs of $0.4 million and $0.3 million associated with the Revolving Credit Facility as of September 30, 2024 and December 31, 2023, respectively, are deferred and presented in prepaid expenses and other current assets on the condensed consolidated balance sheets. Long-term debt issuance costs of $0.7 million and $0.6 million associated with the Revolving Credit Facility as of September 30, 2024 and December 31, 2023, respectively, are deferred and presented in other assets on the condensed consolidated balance sheets.

F-17

Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2024, the Company incurred $0.5 million and $2.3 million, respectively, of interest expense related to the Revolving Credit Facility and the related weighted average interest rate was 8.54% and 8.45%, respectively. For the three and nine months ended September 30, 2023, the Company incurred $0.5 million of interest expense related to the Revolving Credit Facility and the related weighted average interest rate was 8.63%. The accrued interest payable related to the Revolving Credit Facility was $0.2 million and $0.3 million as of September 30, 2024 and December 31, 2023, respectively.

Ag Loan

On October 14, 2021, the Company entered into a seven-year $65.0 million credit agreement (the “Ag Loan”) with Capital Farm Credit, ACA, as agent for a federal land credit association.

The Ag Loan was terminated on July 3, 2023 in connection with the closing of the Credit Facilities. The Ag Loan was secured by a perfected first-lien security interest in (i) substantially all assets of DBR Inc. (as successor to Hanging H Ranch, Inc.) and its subsidiaries, (ii) substantially all assets of DBR Desert LLC, (iii) the equity interest in DBR REIT LLC held by DBR Land LLC and (iv) the equity interest in DBR Inc. held by DBR REIT LLC. The Ag Loan was also guaranteed by DBR REIT LLC, DBR Land LLC and DBR Desert LLC.

For the three and nine months ended September 30, 2023, the Company incurred an immaterial amount and $1.5 million, respectively, of interest expense related to the Ag Loan. The related weighted average interest rate was 5.25% for the three and nine months ended September 30, 2023.

7.	Shareholders’ and Member’s Equity

Shareholders’ Equity

Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the A&R LLC Agreement. To the extent we pay any cash dividends on our Class A shares, under the terms of our organizational documents, Class B shares are not entitled to participate in any dividends our Board may declare.

During the three months ended September 30, 2024, no Class B shares were redeemed for Class A shares.

On November 5, 2024, the Board declared a dividend on our Class A shares of $0.10 per share, which was paid on December 19, 2024 to shareholders of record as of December 5, 2024.

Member’s Equity

Prior to the Division, NDB LLC held 100% of the limited liability company interests of OpCo. OpCo’s limited liability company interests were generally consistent with ordinary equity ownership interests. Distributions (including liquidating distributions) were to be made to the sole member at a time to be determined by the board of managers. There were no restrictions on distributions. The sole member’s equity account was adjusted for distributions paid to, and additional capital contributions that were made by the sole member. All revenues, costs and expenses of OpCo were allocated to the sole member in accordance with the initial limited liability company agreement of LandBridge Company LLC, dated as of September 27, 2023 (the “Prior LLC Agreement”).

F-18

Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

8.	Share-Based Compensation

A summary of the Company’s aggregate share-based compensation expense is shown below. Substantially all share-based compensation expense is included in general and administrative expense (income) on the condensed consolidated statements of operations.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Incentive Units	$	9,830	$	(6,933	)	$	82,402	$	(24,434	)
Restricted Share Units		1,794		—			1,794		—

Total share-based compensation expense (income)	$	11,624	$	(6,933	)	$	84,196	$	(24,434	)

Incentive Units

Prior to the Division, our management and employees participated in an equity-based incentive unit plan managed by NDB LLC, the direct parent of the Company. The NDB Incentive Units consisted of time-based awards of profits interest in NDB LLC.

On July 1, 2024, as a result of the Division, holders of NDB Incentive Units received an identical number of Incentive Units consisting of time-based awards of profits interest in LandBridge Holdings. Pursuant to the Division, the Incentive Units held at LandBridge Holdings are the only Incentive Units attributable and allocated to the Company.

The Incentive Units received by the NDB Incentive Unit holders in conjunction with the Division were considered a modification of the awards under ASC 718. As aforementioned, the NDB Incentive Units that previously received liability award accounting are now accounted for as equity awards at LandBridge Holdings. In conjunction with the modification, there was no immediate incremental expense recognized as the fair value of the modified equity awards as the modification date was less than the fair value of the liability awards remeasured immediately prior to modification. As of the modification date, the Incentive Units had $24.2 million of unrecognized share-based compensation expense that will be recognized over a weighted average remaining term of 2.0 years.

The Incentive Units were estimated using a Monte Carlo Simulation with the following inputs to determine the modification date fair value:


Share price at 7/1/2024			$22.96
Expected life (in years)			1.5
Risk-free interest rate			4.8%
Dividend yield			0%
Volatility			40% - 225%
Marketability discount			11% - 32%

F-19

Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Incentive Units granted during the period were estimated using a Monte Carlo Simulation with the following inputs at each of the following grant dates:


	7/1/2024		7/18/2024
Share price		$22.96		$28.45
Expected life (in years)		1.5		2.0
Risk-free interest rate		4.8%		4.4%
Dividend yield		0%		0%
Volatility		40% - 225%		40% - 132%
Marketability discount		11% - 32%		12% - 30%

A summary of Incentive Units activity during the nine months ended September 30, 2024 is shown in the following table:


	Incentive Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023 (1)		9,992		$	3,590
Granted		20,620			3,576
Forfeited		(1,011	)		3,457

Outstanding at September 30, 2024 (2)		29,601		$	5,059

(1)	Prior to the Division, incentive units outstanding at December 31, 2023 were the NDB Incentive Units. The per unit amount reflected is the weighted average fair value per unit as of the measurement date as required for liability accounting.

(2)	The units outstanding as of September 30, 2024 reflect the effects of the Division and only include the Incentive Units. The grant date fair value per unit amount includes the modification date weighted average per unit fair value of $7,959 per unit.

As of September 30, 2024, remaining unrecognized compensation expense for the Incentive Units was $85.0 million and the weighted average remaining vesting period was approximately 2.6 years.

Included in share-based compensation expense during the three and nine months ended September 30, 2024 is the reversal of an immaterial amount of expense related to employee departures. Share-based compensation expense during the three and nine months ended September 30, 2024, includes $1.2 million of additional expense related to accelerated vesting due to an employee departure. There were no accelerations during the three and nine months ended September 30, 2023.

Restricted Share Units

Under the LTIP, participants were granted RSUs which are subject to graded vesting generally ranging from one to three years. The fair value of the awards is based on our stock price on the date of grant with compensation expense recognized on a straight-line basis over the applicable vesting period.

F-20

Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

A summary of RSU activity during the nine months ended September 30, 2024 is shown in the following table:


	RSUs			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		—		$	—
Granted		768,211			31.23
Forfeited		(23,325	)		31.16
Vested		—			—

Outstanding at September 30, 2024		744,886		$	31.23

As of September 30, 2024, remaining unrecognized compensation expense for the RSUs was $21.5 million and the weighted average remaining vesting period was approximately 2.7 years.

9.	Earnings Per Share

The Company’s unvested RSUs are deemed to be participating securities; therefore, the Company will apply the

two-class

method for the calculation of basic EPS for the Class A shares. Diluted EPS attributable to Class A shares is calculated under both the

two-class

method and the treasury stock method, and the more dilutive of the two calculations is presented.

Class B Shares are considered potentially dilutive shares of Class A shares because they are convertible into Class A shares on a

one-for-one

basis; therefore, the Company applied the

if-converted

method for the calculation of diluted EPS for the Class A shares.

We determined that the presentation of EPS for the period prior to the Offering would not be meaningful due to the significant nature of the Corporate Reorganization on our capital structure. Therefore, EPS information has not been presented for periods prior to the Offering.

The following table sets forth the computation of basic and diluted EPS attributable to our Class A shares for the period from July 1, 2024 to September 30, 2024, which represents the period subsequent to the Offering.


(in thousands, except for share and per share amounts)	Period of July 1 - September 30, 2024
Numerator
Net loss	$	(2,756	)
Less: Net loss attributable to noncontrolling interest		(5,412	)

Net income attributable to LandBridge Company LLC		2,656
Less: Undistributed earnings allocated to participating securities		94

Basic net income attributable to LandBridge Company LLC	$	2,562

F-21

Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements


(in thousands, except for share and per share amounts)	Period of July 1 - September 30, 2024
Numerator
Plus: Net loss attributable to noncontrolling interest		(5,412	)
Plus: Undistributed earnings allocated to participating securities		94

Diluted net loss attributable to shareholders	$	(2,756	)

Denominator
Basic weighted average shares outstanding		17,425,000

Dilutive Class B shares		55,726,603

Diluted weighted average shares outstanding		73,151,603

Basic net income per share	$	0.15
Diluted net loss per share	$	(0.04	)

Class B shares outstanding as of September 30, 2024 were determined to be dilutive and have been included in the computation of diluted net loss per share. In addition, weighted-average RSUs of 637,877 were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive for the three months ended September 30, 2024 and have been excluded from the computation of diluted net loss per share.

10.	Related Party Transactions


	Financial Statements Location	Three Months Ended September 30,				Nine Months Ended September 30,
	Financial Statements Location	2024		2023		2024		2023
Revenues - Related Party
Affiliate access agreements	Surface use royalties	$	5,627	$	1,500	$	11,902	$	3,274
Affiliate access agreements	Easements and other surface-related revenues		1,465		7		4,224		3,864
Affiliate access agreements	Resource sales		57		139		329		1,627
Affiliate access agreements	Resource royalties		1,472		—		2,579		—

		$	8,621	$	1,646	$	19,034	$	8,765


	Financial Statements Location		September 30, 2024		December 31, 2023
Accounts Receivable - Related Party
Affiliate access agreements		Related party receivable	$	2,161	$	1,037
Accounts Payable - Related Party
Shared services agreement		Related party payable	$	504	$	453

F-22

Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Shared Services Agreement

The Company is party to a services agreement with WaterBridge Operating and other affiliates pursuant to which the Company receives common management and general, administrative, overhead and operating services in support of the Company’s operations and development activities. The Company reimburses all fees incurred by WaterBridge Operating or its affiliates for services provided to the Company under the agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting the Company. For shared expenses paid on behalf of the Company, the costs are directly allocated to the Company based on its pro rata share of the expenses. For the three months ended September 30, 2024 and 2023, the Company paid approximately $6.5 million and $1.1 million for the shared services and direct cost reimbursements, respectively. For the nine months ended September 30, 2024 and 2023, the Company paid approximately $8.6 million and $4.0 million for the shared services and direct cost reimbursements, respectively.

Affiliate Facility Access Agreements

The Company is party to facility access and surface use agreements and easements and

rights-of-way

with NDB LLC and Desert Environmental. Under these agreements, the Company has granted the affiliates certain rights to construct, operate and maintain produced water, brackish water and waste reclamation facilities on our land in the ordinary course of business. These agreements include a standard fee schedule and provision for specified surface use activities. The agreements also include a provision for royalties related to certain specified activities.

Equity Sponsor Services Agreement

Five Point invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and certain legal services provided by Five Point. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. For the three months ended September 30, 2024 and 2023, the GIS and legal services reimbursements paid were $0.1 million and an immaterial amount, respectively. For the nine months ended September 30, 2024 and 2023, the GIS and legal services reimbursements paid were $0.3 million and $0.1 million, respectively. As of September 30, 2024 and December 31, 2023, the Company had an immaterial amount due to Five Point.

11.	Commitments and Contingencies

Subordination payments

On August 8, 2024, the Company entered into an agreement accelerating the remaining subordination payments and terminating the grazing lease for a total consideration of $5.8 million. On August 13, 2024, the existing liability balances on the condensed consolidated balance sheets as of August 8, 2024, consisting of $0.5 million within other current liabilities and $2.7 million within other long-term liabilities, were released. The incremental consideration of $2.6 million was recorded within general and administrative expense (income) on the condensed consolidated statements of operations.

F-23

Table of Contents

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

As of December 31, 2023, $0.5 million was reflected within other current liabilities, with nothing reflected as of September 30, 2024 on the condensed consolidated balance sheets. As of December 31, 2023, $2.6 million was reflected within other long-term liabilities, with nothing reflected as of September 30, 2024 on the condensed consolidated balance sheets. These amounts as of December 31, 2023 represented the present value of the total $5.0 million in additional consideration.

Litigation

The Company records liabilities related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. As a result of these uncertainties, any liabilities recorded are based on the best information available at the time. As any new information becomes available, the Company reassesses the potential liability related to pending litigation. As of September 30, 2024 and December 31, 2023, the Company recorded an immaterial amount in liabilities related to any legal matters.

12.	Subsequent Events

The Company has evaluated subsequent events from the date of the balance sheet through December 30, 2024, the date the Financial Statements were available to be issued and determined there are no subsequent events to report outside of the

below

Acquisitions

On November 1, 2024, the Company acquired approximately 1,280 surface acres in Winkler County, Texas, and supply water assets and a related commercial contract from a private, third-party seller for total purchase price of $20.0 million.

On November 22, 2024, the Company acquired approximately 5,800 surface acres in Lea County, New Mexico, supply water assets and related surface use agreements from a private, third-party seller for total purchase price of $26.5 million.

On December 19, 2024, the Company acquired approximately 46,000 acres located in Reeves and Pecos Counties, Texas, and related surface use agreements from a private, third-party seller for total purchase price of $245.0 million. The Company funded the acquisition with a portion of the net proceeds from the December Private Placement described below and borrowings under our Credit Facilities.

Amendment to Credit Facilities

On November 4, 2024, the Company entered into a credit agreement amendment (“Second Credit

Agreement

Amendment”) to increase the maximum available amount under our Revolving Credit Facility to $100.0 million, increase the principal amount of the Term Loan to $300.0 million, with an additional $75.0 million uncommitted delayed draw term loan, and eliminate the Company’s obligation to make Term Loan amortization payments.

December Private Placement

In December 2024, we closed the December Private Placement pursuant to which certain persons reasonably believed to be accredited investors or qualified institutional buyers purchased an aggregate 5,830,419 Class A shares from us at $60.03 per share (the “December Private Placement”). We used approximately $200.0 million of the proceeds from the December Private Placement, net of placement fees, to partially fund the Wolf Bone Acquisition, and approximately $150.0 million of such proceeds, net of placement fees, to purchase 2,498,751 OpCo Units (along with the cancellation of a corresponding number of Class B shares) by LandBridge Holdings.

F-24

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Financial Statements

Introduction

LandBridge Company LLC (the “Company”) was formed on September 27, 2023 by WaterBridge NDB LLC, and prior to July 1, 2024, did not have historical financial operating results. For purposes of amounts prior to July 1, 2024, our accounting predecessor is DBR Land Holdings LLC, which was formed in September 2021.

The following unaudited pro forma condensed consolidated financial statements reflect the historical consolidated results of DBR Land Holdings LLC, prior to July 1, 2024, on a pro forma basis to give effect to the following transactions (collectively, the “Transactions”), which are described in further detail below, as if they had occurred on September 30, 2024, for purposes of the unaudited pro forma balance sheet, and on January 1, 2023, for purposes of the unaudited pro forma statement of operations:

Pro Forma Balance sheet

•

the acquisition of the Wolf Bone Ranch assets (“Wolf Bone Acquisition”) described under “Summary—Recent Developments—Wolf Bone Acquisition” elsewhere in this prospectus and related private placement described under “Summary—Recent Developments—December Private Placement” elsewhere in this prospectus.

Pro Forma Statement of Operations

•

the contemplated transactions described under “Summary—Recent Developments—Initial Public Offering and Corporate Reorganization” elsewhere in this prospectus;

•

the initial public offering of Class A shares representing limited liability company interests (“Class A shares”) and the use of the net proceeds (the “Offering”);

•

a provision for corporate income taxes at an effective rate of 14.4% for the nine months ended September 30, 2024 and 16.2% for the year ended December 31, 2023, inclusive of all U.S. federal, state and local income taxes; and

•

the acquisition of the East Stateline Ranch assets (“East Stateline Acquisition”).

•

The unaudited pro forma consolidated balance sheet of the Company is based on the historical consolidated balance sheet of the Company as of September 30, 2024, and includes pro forma adjustments to give effect to the described Transactions as if they had occurred on September 30, 2024.

The unaudited pro forma consolidated statements of operations of the Company are based on the audited historical consolidated statement of operations of DBR Land Holdings LLC for the year ended December 31, 2023, and the unaudited historical consolidated statement of operations of the Company for the nine months ended September 30, 2024 having been adjusted to give effect to the described Transactions as if they occurred on January 1, 2023.

The unaudited pro forma consolidated financial statements have been prepared on the basis that the Company is taxed as a corporation under the Internal Revenue Code of 1986, as amended.

F-25

The pro forma data presented reflect events directly attributable to the described Transactions and certain assumptions the Company believes are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described Transactions occurred on the dates indicated above or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a public company. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements.

Accounting for the Acquisition

The acquisition purchase price allocation and related adjustments reflected in this unaudited pro forma consolidated financial information related to the Wolf Bone Acquisition are preliminary and subject to revision based on final allocation of the fair value of the net assets after the date of this prospectus. See Note 1: Basis of Presentation below for more information.

The acquisition is subject to reclassification and transaction accounting adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purposes of providing unaudited pro forma consolidated financial information in accordance with SEC rules including Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.” Differences between these preliminary estimates and the final reclassification and transaction accounting adjustments may be material.

F-26

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of September 30, 2024


	LandBridge Company LLC		Historical Wolf Bone Ranch		Transaction Accounting Adjustments				Pro Forma
Current assets:
Cash and cash equivalents	$	14,417	$	340	$	12,961		(a)	$	27,718
Accounts receivable, net		12,757		738		—				13,495
Related party receivable		2,161		—		—				2,161
Prepaid expenses and other current assets		2,271		—		—				2,271

Total current assets		31,606		1,078		12,961				45,645
Non-current assets:
Property, plant and equipment, net of accumulated depreciation		628,087		88,339		156,837		(b)		873,263
Intangible assets, net		27,484		—		—				27,484
Other assets		2,711		—		—				2,711

Total non-current assets		658,282		88,339		156,837				903,458

Total assets	$	689,888	$	89,417	$	169,798			$	949,103

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	182	$	—	$	—			$	182
Related party payable		504		—		—				504
Accrued liabilities		6,199		373		(352	)	(c)		6,220
Current portion of long-term debt		35,547		—		—				35,547
Other current liabilities		826		—		—				826

Total current liabilities		43,258		373		(352	)			43,279
Non-current Liabilities:
Long-term debt		242,430		—		66,225		(d)		308,655
Other long-term liabilities		183		4,724		(4,724	)	(c)		183

Total non-current liabilities		242,613		4,724		61,501				308,838

Total liabilities		285,871		5,097		61,149				352,117
Commitments and contingencies
Member’s equity		—		63,917		(63,917	)	(c)	$	—
Class A shares, unlimited shares authorized and 23,255,419 shares issued and outstanding as of September 30, 2024.		94,553		—		338,380		(e)		432,933
Class B shares, unlimited shares authorized and 53,227,852 shares issued and outstanding as of September 30, 2024.		—		—		—				—
Retained earnings		2,656		20,403		(20,403	)	(c)		2,656

Total shareholders’ equity attributable to LandBridge Company LLC		97,209		84,320		254,060				435,589
Noncontrolling interest		306,808		—		(145,411	)	(f)		161,397

Total shareholders’ and member’s equity		404,017		84,320		108,649				596,986

Total liabilities and equity	$	689,888	$	89,417	$	169,798			$	949,103

F-27

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations for

the nine months ended September 30, 2024


	LandBridge Company LLC			Historical East Stateline Ranch		Transaction Accounting Adjustments				Corporate Reorganization and Offering				Pro Forma			Historical Wolf Bone Ranch		Transaction Accounting Adjustments				Combined Pro Forma
Revenues:
Oil and gas royalties	$	11,563		$	—	$	—			$	—			$	11,563		$	—	$	—			$	11,563
Resource sales		11,908			730		—				—				12,638			—		—				12,638
Resource sales - Related party		329			—		—				—				329			—		—				329
Easements and other surface-related revenues		15,018			3,761		—				—				18,779			1,972		124		(l)		20,875
Easements and other surface-related revenues - Related party		4,224			—		—				—				4,224			—		—				4,224
Surface use royalties		9,129			3,298		—				—				12,427			12,196		—				24,623
Surface use royalties - Related party		11,902			—		—				—				11,902			—		—				11,902
Resource royalties		6,803			623		—				—				7,426			10,250		—				17,676
Resource royalties - Related party		2,579			—		—				—				2,579			—		—				2,579
Other		—			66		—				—				66			—		—				66

Total revenues		73,455			8,478		—				—				81,933			24,418		124				106,475
Resource sales-related expense		1,739			—		—				—				1,739			—		—				1,739
Other operating and maintenance expense		1,837			45		—				—				1,882			1,700		(1,700	)	(m)		1,882
General and administrative expense		98,114			64		—				(51,932	)	(h)		46,246			429		—				46,675
Depreciation, depletion, amortization and accretion		6,294			17		—				—				6,311			1,886		(1,873	)	(m)		6,324

Operating (loss) income		(34,529	)		8,352		—				51,932				25,755			20,403		3,697				49,856
Interest expense, net		16,235			—		7,788		(g)		(5,686	)	(i)		18,337			—		6,066		(n)		24,403
Other income		(241	)		—		—				—				(241	)		—		—				(241	)

Loss (income) from operations before taxes		(50,523	)		8,352		(7,788	)			57,618				7,659			20,403		(2,369	)			25,694
Income tax expense		(890	)		—		—				3,383		(j)		2,493			—		1,316		(o)		3,809

Net loss (income)		(49,633	)		8,352		(7,788	)			54,235				5,166			20,403		(3,685	)			21,884

Net loss (income) attributable to noncontrolling interest		(60,203	)		—		—				57,644		(k)		(2,560	)		—		12,551		(p)		9,991

Net income attributable to LandBridge Company LLC	$	10,570		$	8,352	$	(7,788	)		$	(3,408	)		$	7,726		$	20,403	$	(16,236	)		$	11,893

Net income per class A unit
Basic																						(q)	$	0.48
Diluted																						(q)	$	0.28
Weighted average class A units outstanding
Basic																						(q)		23,255,419
Diluted																						(q)		76,483,271

F-28

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations for

the Year Ended December 31, 2023


	Historical DBR Land Holdings LLC			Historical East Stateline Ranch		Transaction Accounting Adjustments				Corporate Reorganization and Offering				Pro Forma			Historical Wolf Bone Ranch			Transaction Accounting Adjustments				Combined Pro Forma
Revenues:
Oil and gas royalties	$	20,743		$	—	$	—			$	—			$	20,743		$	—		$	—			$	20,743
Resource sales		18,045			2,653		—				—				20,698			—			—				20,698
Resource sales - Related party		1,785			—		—				—				1,785			—			—				1,785
Easements and other surface-related revenues		8,395			7,773		—				—				16,168			1,416			1,988		(l)		19,572
Easements and other surface-related revenues - Related party		4,249			—		—				—				4,249			—			—				4,249
Surface use royalties		7,780			6,463		—				—				14,243			14,745			—				28,988
Surface use royalties - Related party		5,436			—		—				—				5,436			—			—				5,436
Resource royalties		6,432			3,116		—				—				9,548			14,798			—				24,346
Other		—			32		—				—				32			—			—				32

Total revenues		72,865			20,037		—				—				92,902			30,959			1,988				125,849
Resource sales-related expense		3,445			—		—				—				3,445			—			—				3,445
Other operating and maintenance expense		2,740			231		—				—				2,971			1,455			(1,455	)	(m)		2,971
General and administrative expense		(12,091	)		241		—				61,417		(h)		49,567			511			—				50,078
Depreciation, depletion, amortization and accretion		8,762			63		—				—				8,825			2,516			(2,497	)	(m)		8,844

Operating income		70,009			19,502		—				(61,417	)			28,094			26,477			5,940				60,511
Interest expense, net		7,016			—		28,090		(g)		(8,042	)	(i)		27,064			—			5,053		(n)		32,117
Other income		(549	)		—		—				—				(549	)		(37	)		—				(586	)

Income from operations before taxes		63,542			19,502		(28,090	)			(53,375	)			1,579			26,514			887				28,980
Income tax expense		370			—		—				2,443		(j)		2,813						1,975		(o)		4,788

Net income (loss)		63,172			19,502		(28,090	)			(55,818	)			(1,234	)		26,514			(1,088	)			24,192

Net income (loss) attributable to noncontrolling interests		—			—		—				(9,798	)	(k)		(9,798	)					19,069		(p)		9,272

Net income (loss) attributable to LandBridge Company LLC	$	63,172		$	19,502	$	(28,090	)		$	(46,020	)		$	8,564		$	26,514		$	(20,157	)		$	14,920

Net income per class A unit
Basic																							(q)	$	0.62
Diluted																							(q)	$	0.31
Weighted average class A units outstanding
Basic																							(q)		23,255,419
Diluted																							(q)		76,483,271

F-29

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1: Basis of Presentation

The pro forma consolidated financial information has been prepared by the Company in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.” The historical financial information is derived from the financial statements of DBR Land Holdings LLC included elsewhere in this prospectus for periods prior to July 1, 2024. For purposes of the unaudited pro forma balance sheet, it is assumed that the Transactions had taken place on September 30, 2024. For purposes of the unaudited pro forma statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023, it is assumed the Transactions had occurred on January 1, 2023.

The unaudited pro forma consolidated financial information was prepared using the acquisition method of accounting in accordance with Accounting Standards Topic (“ASC”) Topic 805, Business Combinations, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical condensed financial statements of the Company and the historical condensed consolidated financial statements of the East Stateline Acquisition and Wolf Bone Acquisition.

The transaction accounting adjustments represent Company management’s best estimates and are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances.

Our management has not identified any reclassification adjustments given all currently available information related to the East Stateline Acquisition, which would be necessary to conform the presentation of its financial statements or accounting policies to those of the Company.

Our management has identified transaction adjustments related to the Wolf Bone Acquisition to eliminate certain assets and liabilities of the acquiree. These transaction adjustments are primarily to adjust the historical Wolf Bone financial information prepared on a legal entity basis to reflect only those assets and liabilities the Company will acquire. We further performed a preliminary review of Wolf Bone’s accounting policies and identified an adjustment to Easements and other surface-related revenues—see below for more information.

Note 2: Purchase Price

We accounted for the East Stateline Acquisition and will account for the Wolf Bone Acquisition as an asset acquisition as it does not meet the definition of a business under generally accepted accounting principles in the United States of America (“U.S. GAAP”). The assets will be recognized at the fair value of the consideration transferred to the seller, plus direct transaction costs in accordance with ASC 805-50-30-1. The purchase price is allocated to the assets and liabilities acquired based on their relative fair values according to ASC 805-50-30-3.

The determination of fair value used in the transaction adjustments presented herein are preliminary and based on management estimates of the fair value of the assets acquired and have been prepared to illustrate the estimated effect of the Wolf Bone Acquisition. The final determination of the purchase price allocation will depend on a number of factors that cannot be predicted with certainty at this time. Therefore, the actual purchase price allocation may differ from the transaction accounting adjustments presented in these unaudited condensed pro forma statements.

F-30

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 3: Pro Forma Adjustments

The unaudited pro forma consolidated financial information has been prepared to reflect the application of required U.S. GAAP accounting to the East Stateline Acquisition, Wolf Bone Acquisition, and Offering transactions and has been prepared for informational purposes only.

Transaction Accounting Adjustments to Unaudited Pro Forma Consolidated Financial Information

The Company made the following adjustments and assumptions related to the Wolf Bone Acquisition in the preparation of the unaudited pro forma consolidated balance sheet:

Transaction accounting adjustments for cash represent an increase of $13.0 million to reflect cash paid for the Wolf Bone Acquisition and purchase of 2,498,751 OpCo Units (along with the cancellation of a corresponding number of Class B shares) from LandBridge Holdings net of debt proceeds and proceeds from the private placement to fund the acquisition. The transaction accounting adjustment for cash is summarized in the table below:


Gross proceeds from private placement	350,000
Proceeds from term loan and revolver	67,250
Less:
Acquisition purchase price	(245,000	)
Purchase of OpCo Units from LandBridge Holdings, net of expenses	(145,411	)
Private placement costs (issuance expenses and placement fees)	(11,620	)
Acquisition costs	(893	)
Debt issuance costs	(1,025	)
Acquisition adjustments (cash not acquired)	(340	)

Net cash adjustment	12,961

Represents the fair value of property, plant and equipment acquired in the Wolf Bone Acquisition which we have determined on a preliminary basis to be substantially all attributable to land, a non-depreciating asset. The expected allocation to land, incremental to the acquiree’s historical property, plant and equipment balance we are acquiring, is $156.8 million, inclusive of $0.9 million of transaction expenses.

Reflects the elimination of the acquiree’s contract liability to align revenue recognition policies and historical equity value.

Reflects $67.3 million in total proceeds from term loan and revolver, net of $1.0 million of debt issuance costs.

Represents an adjustment to Class A shares reflecting $350.0 million of proceeds from the issuance of Class A shares through the private placement, net of $11.6 million in placement fees and issuance expenses.

Reflects a distribution of $145.4 million, net of placement fees, to LandBridge Holdings to redeem or repurchase 2,498,751 OpCo Units, with a cancellation of a corresponding number of Class B shares.

F-31

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The Company made the following adjustments and assumptions related to the East Stateline Acquisition in the preparation of the unaudited pro forma condensed consolidated statements of operations:

For the nine months ended September 30, 2024, reflects increased interest expense of $7.8 million, primarily related to an increase of $6.4 million related to the term loan, $0.9 million related to the revolver, and $0.5 million debt issuance cost amortization related to the increase in commitments on the revolver and term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 8.364%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the nine months ended September 30, 2024 is $0.3 million. For the year ended December 31, 2023, reflects increased interest expense of $28.1 million, primarily related to an increase of $24.0 million related to the term loan, $3.3 million related to the revolver, and $0.8 million debt issuance cost amortization related to the increase in commitments on the revolver and term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 8.364%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the year ended December 31, 2023 is $0.5 million.

The Company made the following adjustments and assumptions related to the Corporate Reorganization and Offering in the preparation of the unaudited pro forma condensed consolidated statements of operations:

Reflects the RSU expense based on the assumption that the Company’s RSUs were issued on January 1, 2023. In addition, it reflects an adjustment to share-based compensation expense related to Incentive Units to assume the modification from liability to equity accounting occurred as of January 1, 2023.

Reflects reduction in interest expense of $5.7 million for the nine months ended September 30, 2024 and $8.0 million for the year ended December 31, 2023 associated with the Company’s historical interest expense associated with the Credit Facility reflecting the repayment of the debt with the use of proceeds from the Offering.

Reflects estimated incremental income tax expense of $3.4 million for the nine months ended September 30, 2024 associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using a effective tax rate of approximately 14.4% and based on the Company’s ownership of approximately 30.4%. This rate is inclusive of U.S. federal and state income taxes. Reflects estimated incremental income tax expense of $2.4 million for the year ended December 31, 2023 associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using a effective tax rate of approximately 16.2% and based on the Company’s ownership of approximately 30.4%.

Reflects an increase in consolidated net income attributable to non-controlling interest for the Company for the nine months ended September 30, 2024, and a reduction in consolidated net income attributable to non-controlling interest for DBR Land Holdings LLC’s historical results of operations for the year ended December 31, 2023. In conjunction with the December Private Placement and associated cancellation of Class B shares, the non-controlling interest was approximately 69.6%. The Company allocates all expense associated with Incentive Units solely to LandBridge Holdings and not the Company. Conversely, all federal tax expenses are allocated solely to the Company and not LandBridge Holdings.

F-32

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The Company made the following adjustments and assumptions related to the Wolf Bone Acquisition in the preparation of the unaudited pro forma condensed consolidated statements of operations:

Reflects an adjustment to align the revenue recognition accounting policies of the Company and Wolf Bone as it relates to easement and other surface-related revenues.

Reflects the elimination of the acquiree’s expenses and depreciation related to assets we are not acquiring.

For the nine months ended September 30, 2024, reflects increased interest expense of $6.1 million, primarily related to an increase of $5.1 million related to the term loan, increase of $0.9 million related to the revolver and $0.1 million debt issuance cost amortization related to the increase in proceeds from the term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 8.364%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the nine months ended September 30, 2024 is $0.7 million. For the year ended December 31, 2023, reflects increased interest expense of $5.1 million, primarily related to an increase of $4.7 million related to the term loan, an increase of $0.2 million related to the revolver, and $0.2 million debt issuance cost amortization related to the increase in proceeds from the term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 8.364%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the year ended December 31, 2023 is $0.4 million.

Reflects estimated incremental income tax expense of $1.3 million for the nine months ended September 30, 2024 associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using a effective tax rate of approximately 14.4% and based on the Company’s ownership of approximately 30.4%. This rate is inclusive of U.S. federal and state income taxes. Reflects estimated incremental income tax expense of $2.0 million for the year ended December 31, 2023 associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using an effective tax rate of approximately 16.2% and based on the Company’s ownership of approximately 30.4%.

Reflects an increase in consolidated net income attributable to non-controlling interest for the Company for the nine months ended September 30, 2024, and for DBR Land Holdings LLC’s historical results of operations for the year ended December 31, 2023. In conjunction with the December Private Placement and associated cancellation of Class B shares, the non-controlling interest was approximately 69.6%. The Company allocates all expense associated with Incentive Units solely to LandBridge Holdings and not the Company. Conversely, all federal tax expenses are allocated solely to the Company and not LandBridge Holdings.

F-33

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Earnings per share on a pro forma basis is computed as follows:


	Nine Months Ended September 30, 2024		Year Ended December 31, 2023
Numerator
Combined pro forma net income	$	21,884	$	24,192
Less: Combined pro forma net income attributable to noncontrolling interests		9,991		9,272

Combined pro forma net income attributable to LandBridge Company LLC		11,893		14,920
Less: Undistributed earnings allocated to participating securities		827		463

Basic net income attributable to LandBridge Company LLC	$	11,067	$	14,457

Plus: Combined pro forma net income attributable to noncontrolling interests		9,991		9,272

Diluted net income attributable to LandBridge Company LLC	$	21,058	$	23,729

Denominator
Basic pro forma weighted average shares outstanding		23,255,419		23,255,419

Dilutive Class B shares		53,227,852		53,227,852

Diluted pro forma weighted average shares outstanding		76,483,271		76,483,271

Basic pro forma net income per share	$	0.48	$	0.62
Diluted pro forma net income per share	$	0.28	$	0.31

Note 4: Management Adjustments

Following the completion of the East Stateline Acquisition, the Company recognized additional resource royalties and surface use royalties associated with new commercial agreements entered into concurrently with the East Stateline Acquisition. Contemporaneous with closing, the Company entered into new commercial royalty arrangements with WaterBridge associated with produced water and brackish supply water assets which WaterBridge acquired from the seller of the East Stateline Ranch. In the opinion of management, the management adjustments related to the new commercial arrangements are necessary to present a fair representation of the pro forma financial information presented and indicative of additional revenues expected after the East Stateline Acquisition. The management adjustments are based on historical actual volumes for these production activities for the pro forma statement of operations periods presented and agreed-upon rates per the commercial agreements. The management adjustments are not reflected in the Pro Forma Statement of Operations. Based on the historical volumes and contract rates the management adjustments of approximately $2.8 million and $9.4 million in additional revenues for the period from January 1, 2024 to May 10, 2024 and for the year ended December 31, 2023, respectively, reflect the additional royalties that would have been recognized if these commercial agreements had been in place as of January 1, 2023.

F-34

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Pursuant to Rule 11-02(a)(7)(ii)(A) of Regulation S-X, this Note includes adjustments that depict additional revenues expected after the East Stateline Acquisition.

The below tables reflect the additional revenues as if the East Stateline Acquisition had occurred on January 1, 2023. The Company believes there exists a reasonable basis for the adjustments. The pro forma financial information reflects all management adjustments that are, in the opinion of management, necessary to present a fair representation of the pro forma financial information presented.


	For the Period from January 1, 2024 to May 10, 2024
	Net income			Basic and diluted income per share		Weighted average shares
	(in thousands except share and per share amounts)
Pro Forma*	$	21,884		$	0.94		23,255,419
Management adjustments
Resource royalties		2,241
Surface use royalties		573

Total management adjustments		2,814

Tax effect		405

Pro forma net income after management adjustments		24,293

Less: Pro forma net income attributable to noncontrolling interests		(16,907	)

Pro forma net income attributable to LandBridge Company LLC	$	7,387		$	0.32		23,255,419

*	As shown in the unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2024


	For the Year Ended December 31, 2023
	Net income			Basic and diluted income per share		Weighted average shares
	(in thousands except share and per share amounts)
Pro Forma*	$	24,192		$	1.04		23,255,419
Management adjustments
Resource royalties		8,510
Surface use royalties		880

Total management adjustments		9,390

Tax effect		1,521

Pro forma net income after management adjustments		32,061

Less: Pro forma net income attributable to noncontrolling interests		(22,312	)

Pro forma net income attributable to LandBridge Company LLC	$	9,748		$	0.42		23,255,419

*	As shown in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2023

F-35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers of DBR Land Holdings LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DBR Land Holdings LLC and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in the member’s equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Houston, TX

May 6, 2024 (December 30, 2024, as to Note 13)

We have served as the Company’s auditor since 2022.

F-36

DBR Land Holdings LLC and Subsidiaries

Consolidated Balance Sheets

(in thousands)


	December 31, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	37,823	$	16,150
Restricted cash		—		9,201
Accounts receivable, net		12,383		10,903
Related party receivable		1,037		424
Prepaid expenses and other current assets		1,035		630

Total current assets		52,278		37,308
Non-current assets:
Property, plant and equipment, net		203,018		207,313
Intangible assets, net		28,642		30,878
Other assets		5,011		521

Total non-current assets		236,671		238,712

Total assets	$	288,949	$	276,020

Liabilities and member’s equity
Current liabilities:
Accounts payable	$	200	$	38
Related party payable		453		578
Accrued liabilities		4,945		2,841
Income taxes payable		385		212
Current portion of long-term debt		20,339		11,693
Unearned revenue		278		1,327
Other current liabilities		500		500

Total current liabilities		27,100		17,189
Non-current liabilities:
Long-term debt		108,343		45,917
Other long-term liabilities		2,759		2,955

Total non-current liabilities		111,102		48,872

Total liabilities		138,202		66,061
Commitments and contingencies (Note 12)
Member’s equity		150,747		209,959

Total liabilities and member’s equity	$	288,949	$	276,020

F-37

DBR Land Holdings LLC and Subsidiaries

Consolidated Statements of Operations

(in thousands)


	Year Ended December 31, 2023			Year Ended December 31, 2022
Revenues:
Oil and gas royalties	$	20,743		$	18,286
Resource sales		18,045			14,646
Resource sales - Related party (Note 11)		1,785			223
Easements and other surface-related revenues		8,395			7,992
Easements and other surface-related revenues - Related party (Note 11)		4,249			1,752
Surface use royalties		7,780			6,276
Surface use royalties - Related party (Note 11)		5,436			1,396
Resource royalties		6,432			1,206

Total revenues		72,865			51,777
Resource sales-related expense		3,445			3,840
Other operating and maintenance expense		2,740			2,648
General and administrative (income) expense		(12,091	)		41,801
Depreciation, depletion, amortization and accretion		8,762			6,720

Operating income (loss)		70,009			(3,232	)
Interest expense, net		7,016			3,108
Other income		(549	)		(143	)

Income (loss) from operations before taxes		63,542			(6,197	)
Income tax expense		370			164

Net income (loss)	$	63,172		$	(6,361	)

F-38

DBR Land Holdings LLC and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)


	Year Ended December 31, 2023			Year Ended December 31, 2022
Cash flows from operating activities
Net Income (loss)	$	63,172		$	(6,361	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		8,762			6,720
Amortization of deferred financing fees		129			—
Amortization of debt issuance costs		259			—
Share-based compensation		(17,230	)		36,360
Gain on disposal of assets		(239	)		—
Bad debt expense		(7	)		38
Changes in operating assets and liabilities:
Accounts receivable		(1,474	)		(5,942	)
Related party receivable		(613	)		(401	)
Prepaid expenses and other assets		43			440
Accounts payable		362			(1,584	)
Related party payable		(109	)		574
Unearned revenue		(989	)		308
Accrued liabilities and other liabilities		803			(1,318	)
Income taxes payable		173			(8,334	)

Net cash provided by operating activities		53,042			20,500

Cash flows from investing activities
Acquisitions		—			(8,381	)
Capital expenditures		(2,783	)		(3,291	)
Proceeds from disposal of assets		11			—

Net cash used in investing activities		(2,772	)		(11,672	)

Cash flows from financing activities
Contributions from member		—			10,976
Distributions to member		(105,165	)		(1,135	)
Proceeds from term loan		100,000			—
Proceeds from revolver		50,000			—
Repayments on revolver		(15,000	)		—
Repayments on term loan		(62,417	)		(6,500	)
Other financing activities, net		(404	)		(72	)
Debt issuance costs		(3,106	)		—
Deferred offering costs		(1,706	)		—

Net cash (used in) provided by financing activities		(37,798	)		3,269

Net (decrease) increase in cash and cash equivalents and restricted cash		12,472			12,097
Cash and cash equivalents and restricted cash - beginning of period		25,351			13,254

Cash and cash equivalents and restricted cash - end of period	$	37,823		$	25,351

F-40

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

1.	Organization and Nature of Operations

DBR Land Holdings LLC (“Holdings” and, together with its subsidiaries, the “Company,” “we,” “our” and “us”) was formed in September 2021. WaterBridge NDB LLC (“WB NDB” or the “Sole Member”) is the sole member of the Company. The Company is governed by a Limited Liability Company Agreement, dated September 20, 2021 (the “LLC Agreement”).

On October 15, 2021, the Company acquired 100% of the outstanding capital stock of Hanging H Ranch, Inc. Immediately following the acquisition, Hanging H Ranch, Inc. merged with one of its wholly-owned subsidiaries and the surviving entity was named Delaware Basin Ranches Inc. (“DBR Inc.”).

On January 1, 2022, DBR REIT LLC (“DBR REIT”), a wholly-owned subsidiary of the Company and the parent company of DBR Inc., elected to be taxed as a real estate investment trust (“REIT”) under federal income tax laws. DBR REIT qualifies as a REIT under the applicable requirements of the Internal Revenue Code of 1986, as amended (“IRC”). A REIT is a pass-through entity. There is no tax imposed at the REIT level as long as the REIT complies with the applicable tax rules and avails itself of the opportunity to reduce its taxable income through distributions. A REIT must comply with a number of organizational and operational requirements, including a requirement that it must pay at least 90% of its taxable income to shareholders.

In addition, under IRC regulations, a REIT’s beneficial ownership must be held by 100 or more persons after the first taxable year that an election to be taxed as a REIT is made. Therefore, pursuant to the regulations, DBR REIT issued preferred shares to 125 persons on January 1, 2023, resulting in net proceeds of $125,000. Each preferred share represents one-one hundred twenty fifth of a 12.0% preferred share. DBR REIT has the option to redeem the preferred shares in whole or in part for cash at a redemption price of 100% of the purchase price plus all accrued and unpaid distributions, plus a redemption premium per unit in an amount based on the date fixed for redemption as follows: $100, if such date is on or before December 31, 2024, and zero (i.e., no redemption premium), if such date is after December 31, 2024. The 12.0% preferred shares pay a 12.0% annual dividend and have a liquidation value of $1,000 per share. The preferred shares were issued at par value.

The Company owns surface acreage and oil and natural gas mineral interests in the Delaware Basin across Loving, Reeves and Pecos Counties in Texas and surface acreage in Eddy County in New Mexico.

The Company generates revenues primarily from use of its surface acreage, the sale of resources from its land and oil and natural gas royalties. The use of surface acreage generally includes easements or leases and various surface use royalties. Sale of resources generally includes sales of brackish water and other surface composite materials. Our assets consist mainly of fee surface acreage, oil and natural gas mineral interest, brackish water wells and ponds and related facilities.

The Company is headquartered in Houston, Texas.

2.	Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our consolidated financial statements (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

All of the Company’s subsidiaries are wholly owned, either directly or indirectly through wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There were no variable interest entities for any periods presented herein.

F-41

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Basic and diluted net income per common unit holder is not presented since the ownership structure of the Company is not a common unit of ownership.

Comprehensive Income

Other comprehensive income refers to all components (income, expenses, gains and losses) of comprehensive income that are excluded from net income. As of December 31, 2023 and 2022, the Company did not have any components of other comprehensive income.

Segment Information

The Company operates in a single operating and reportable segment. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting defines characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision makers are the co-chief executive officers, who allocate resources and assess performance based upon financial information at the consolidated level.

Use of Estimates

The preparation of the Financial Statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes.

The Company evaluates its estimates and related assumptions regularly, including those related to the fair value measurements of assets acquired and liabilities assumed in a business combination, the collectability of accounts receivable, the assessment of recoverability and useful lives of long-lived assets, including property, plant and equipment, intangible assets, and the valuation of share-based compensation. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from such estimates.

Fair Value Measurements

•

Level 1: Quoted market prices in active markets for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3: Unobservable inputs that are not corroborated by market data.

The Company adjusts the carrying amount of certain non-financial assets, property, plant and equipment and definite-lived intangible assets, to fair value on a non-recurring basis when they are impaired.

F-42

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Recurring fair value measurements are performed for management incentive units, as disclosed in “Note 10—Share-Based Compensation.”

During the years ended December 31, 2023 and 2022, there were no transfers between the fair value hierarchy levels.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains cash balances that may at times exceed federally insured limits.

The Company’s restricted cash balance represents a funds held requirement with its lender equivalent to one year’s worth of principal and interest payments. Refer to Note 8—Debt for additional information.

Accounts Receivable

The Company extends credit to customers and other parties in the normal course of business. Accounts receivable consists of trade receivables recorded at the invoiced amount, plus accrued revenue that is earned but not yet billed, less an estimated allowance for doubtful accounts. Account receivables are generally due within 45 days or less. An allowance for expected credit losses is determined based upon historical write-off experience, aging of accounts receivables, current macroeconomic industry conditions and customer collectability patterns. Accounts receivable are charged against the allowance when determined to be uncollectible. When the Company recovers amounts that were previously written off, those amounts are offset against the allowance and reduce expense in the year of recovery.

As of December 31, 2023 and 2022, the Company had balances of immaterial amounts in allowance for doubtful accounts. There were immaterial amounts of write-offs and no recoveries during the years ended December 31, 2023 and 2022.

As of December 31, 2023, the Company had three customers that accounted for approximately 14%, 13% and 10% of accounts receivable, respectively. As of December 31, 2022, the Company had two customers that accounted for approximately 35% and 12% of accounts receivable, respectively.

The Company accrues oil and gas royalties for amounts not received during the period but produced based on historical production volumes and current market prices. Produced water and other surface use royalties are also accrued for during the period based on historical trends or expected activity and contract prices. These accrued amounts are both included within accounts receivable, net on the consolidated balance sheets.

Property, Plant and Equipment

Property, plant, and equipment is stated at cost or, upon acquisition, at its fair value. Expenditures for construction activities, major improvements and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs are expensed as incurred. Costs of abandoned projects are charged to operating expense upon abandonment. The cost of assets sold or disposed of, and the related accumulated depreciation are removed from the accounts in the period of sale or disposal, and the resulting gains or losses are recorded in earnings in the respective period. Refer to Note 5—Property, Plant and Equipment.

F-43

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Depreciation is computed using the straight-line method over the estimated useful lives for each asset group, as noted below:


Water wells, pipelines, facilities, ponds and related equipment			3 - 15 years
Buildings			30 years
Vehicles, equipment, furniture and other			3 - 5 years

The Company follows the successful efforts method of accounting for its oil and natural gas properties acquired. Under this method, costs to acquire mineral and royalty interests in oil and natural gas properties are capitalized when incurred. Acquisitions of oil and natural gas properties are recorded at their estimated fair value as of the acquisition date.

Proved properties

Costs of proved oil and natural gas properties are depleted on a basin-wide basis utilizing the units-of-production method using total proved reserves.

Unproved properties

Costs of unproved oil and natural gas properties are not subject to depletion. These costs are transferred into costs subject to depletion on an ongoing basis as wells are completed and as proved reserves are established or confirmed.

Intangible Assets

Our intangible assets with definite useful lives include water rights and surface use agreements. The amounts are presented at the Company’s cost basis. Such intangible assets with definite lives are amortized on a straight-line basis and assume no residual value. Refer to Note 6—Intangible Assets for further information on estimated useful lives for such definite-lived intangibles.

Debt Issuance Costs

Debt issuance costs represent costs associated with long-term financing and are amortized over the term of the related debt using the effective interest method. The Company’s debt issuance costs associated with the Company’s revolving credit facility are deferred and presented within prepaid expenses and other current assets, and other assets on the consolidated balance sheets. Refer to Note 8—Debt for further information.

Deferred Offering Costs

Deferred offering costs consist of initial public offering (“IPO”) costs, related to underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed offering. These costs will be offset against proceeds in the periods following the consummation of the proposed offering. As of December 31, 2023 and 2022 The Company had $3.7 million and zero of deferred offering costs recorded as non-current assets on the consolidated balance sheets.

Asset Acquisitions

F-44

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Business Combinations

We record business combinations using the acquisition method of accounting. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at the acquisition date fair value. The excess of the purchase price over the estimated fair value is recorded as goodwill. Changes in the estimated fair values of acquired assets and liabilities will be made, if determined within one year from the acquisition date, with an offsetting adjustment to the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur. Transaction costs associated with business combinations are expensed as incurred.

The fair value of separately identifiable intangible assets are estimated by applying an income approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s future projections and comparable market data include future cash flows, long-term growth rates and discount rates.

Impairment of Long-Lived Assets

Management reviews the Company’s long-lived assets, which primarily includes property, plant and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability is generally determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value.

Proved reserves

The Company evaluates its proved oil and natural gas properties for impairment when events or changes in circumstances indicate the related carrying value may not be recoverable. This evaluation is performed on a basin-wide basis. The Company assesses the valuation of its proved oil and natural gas properties for impairment by comparing the carrying value to estimated undiscounted future net cash flows using estimated production and prices at which the Company estimates the commodity will be sold. If the carrying value exceeds undiscounted future net cash flows, the measurement of impairment is based on estimated fair value utilizing a discounted future cash flows analysis. The impairment recorded is the amount by which the carrying value exceeds the fair value. In the impairment assessment, the Company estimates the fair value of proved oil and natural gas properties using valuation techniques that convert future cash flows to a single undiscounted amount. Significant inputs and assumptions to the valuation of proved oil and natural gas properties include estimates of reserves, future production volumes, future operating and development costs, future commodity prices and a market-based weighted average cost of capital rate.

Unproved reserves

Unproved oil and natural gas properties are also evaluated periodically for impairment. Impairment is assessed when events and circumstances indicate the carrying value may not be recoverable, at which an impairment loss is recognized to the extent the carrying value exceeds the estimated recoverable value. Impairment assessment criteria includes, but is not limited to, commodity prices forecasts, macroeconomic conditions and current and future operator activity in the basin.

We did not recognize any impairment for the years ended December 31, 2023 and 2022.

F-45

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Share-Based Compensation

The Company accounts for share-based compensation expense for incentive units granted in exchange for employee services. Our management and employees currently participate in one equity-based incentive unit plan, managed by WB NDB, the direct parent of the Company. The management incentive units consist of time-based awards of profits interests in WB NDB (the “Incentive Units”), and the Amended and Restated Limited Liability Company Agreement of WB NDB (the “WB NDB LLC Agreement”) authorizes the issuance of 10,000 Incentive Units.

The Incentive Units represent a substantive class of equity of WB NDB and are accounted for under Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). Features of the Incentive Units include the ability for WB NDB to repurchase Incentive Units during a 180-day option period, whereby the fair value price is determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the Incentive Unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. WB NDB classifies the Incentive Units as liability awards. The liability related to the Incentive Units is recognized at WB NDB as the entity responsible for satisfying the obligation. Share-based compensation income or expense pushed down to the Company is recognized as a deemed non-cash contribution to or distribution from member’s equity on the consolidated balance sheets. The share-based compensation income or expense is recognized consistent with WB NDB’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

The Incentive Units’ value is derived from a combination of its threshold value and the total value of the incentive pool. The value of the incentive pool is determined by taking the total value returned to WB NDB’s Series A unit holders and allocating such value between the Series A unit holders and the incentive pool based on a return-on-investment waterfall included in the WB NDB LLC Agreement. The total value returned constitutes any cash or property distributed by the Company or other WB NDB subsidiary to WB NDB Series A unit holders. The total incentive pool is determined by summing the discrete Incentive Unit burden of each Series A unit holder. Value allocation within the Incentive Unit pool is impacted by Incentive Unit threshold values but the aggregate value of the incentive pool is based solely on the return-on-investment waterfall. The Incentive Unit liability is only applicable to WB NDB Series A unit holders, and subsequently, any future dilutive impact is limited to WB NDB’s indirect ownership of the Company. Any future equity investments made at the Company or other WB NDB subsidiaries are not subject to the dilution from the impact of the incentive unit pool.

Value within each Incentive Unit pool is allocated among Incentive Unit holders via a distribution waterfall. The units with the lowest threshold value within the pool will be allocated value first. Once the value of the units with the lowest threshold value reaches the next lowest threshold value, the lowest threshold value units will cease earning value. The next lowest threshold value Incentive Units then receive value until its value is equal to its own threshold value (the “Catch-Up Mechanics”). At this point, both the lowest and second lowest threshold value units have a value equal to the second lowest threshold value. Both groups of units continue to earn value until this value is equal to the third lowest threshold value, when the Catch-Up Mechanics are applied. When all Incentive Units have earned value up to the highest threshold value, all Incentive Units will earn value pro rata based on the total number of units issued thereafter.

At each reporting period, WB NDB’s Incentive Units is remeasured at their fair value, consistent with liability award accounting, using a Monte Carlo Simulation. The Monte Carlo Simulation requires judgment in developing assumptions, which involve numerous variables. These variables include, but are not limited to, the

F-46

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

expected unit price volatility over the term of the awards, the expected distribution yield and the expected life of Incentive Unit vesting. The vested portion of WB NDB’s Incentive Unit liability is allocated pro rata to the Company, and other WB NDB operating subsidiaries, as share-based compensation income or expense on the consolidated statements of operations. The allocation is based on the Company’s share of the aggregate equity value derived in WB NDB’s business enterprise valuation.

The Company updates its assumptions each reporting period based on new developments and adjusts such amounts to fair value based on revised assumptions, if applicable, over the vesting period. For the years ended December 31, 2023 and 2022, the fair values of the Incentive Units were estimated using various assumptions as discussed in “Note 10—Share-Based Compensation.” The fair value measurement is based on significant inputs not observable in the market, and thus represents Level 3 inputs within the fair value hierarchy.

The risk-free rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of each award and updated at each balance sheet date for the time period approximating the expected term of such award. The expected distribution yield is based on no previously paid distributions and no intention of paying distributions on the Incentive Units for the foreseeable future.

Due to the Company not having sufficient historical volatility, the Company uses the historical volatilities of publicly traded companies that are similar to the Company in size, stage of life cycle and financial leverage. The Company will continue to use this peer group of companies unless a situation arises within the group that would require evaluation of which publicly traded companies are included or once sufficient data is available to use the Company’s own historical volatility. For criteria dependent upon a change in control, the Company will not recognize any incremental expense until the event occurs. Differences between actual results and such estimates could have a material effect on the Financial Statements.

Revenue Recognition

Oil and gas royalties

Oil and gas royalties are received in connection with oil and natural gas mineral interests owned by the Company. Oil and gas royalties are recognized as revenue as oil and gas are produced or severed from the mineral lease. The oil and gas royalties we receive includes variable consideration that is dependent upon market prices for oil and gas, and producer specific location and contractual price differences. As a result, our oil and natural gas royalty revenues are typically constrained at the inception of the contract but will be resolved once volumes are produced and settled. Oil and gas royalty payments are typically received one to three months following the month of production. The Company accrues oil and gas royalties produced but not yet paid based on historical or estimated royalty interest production and current market prices, net of estimated location and contract pricing differentials. The difference between estimated and actual amounts received for oil and gas royalties are recorded in the period the payment is received. As of December 31, 2023 and 2022, the Company had $3.2 million and $4.8 million accrued in the oil and gas royalties line of the consolidated statements of operations, respectively.

Oil and gas royalties also includes mineral lease bonus revenues. The Company receives lease bonus revenue by leasing its mineral interests to exploration and production (“E&P”) companies. When we execute a mineral lease contract, it generally transfers the rights to any oil or gas discovered to the E&P company and grants us the right to a specified royalty interest payable on future production. Mineral lease bonuses are nonrefundable. Mineral lease bonus revenues are recognized when the agreement is executed as control is transferred and the Company has satisfied its performance obligation at that point in time.

F-47

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Resource sales and royalties

Resource sales generally includes brackish water and other surface, composite material, such as caliche, that the Company sells to E&P companies and other customers. Resource sales revenue is generally recognized upon delivery of the brackish water or other surface material as the Company’s performance obligation has been deemed satisfied at that point in time. In certain instances, a third party other than a customer may be involved in a resource sale transaction, such as a revenue sharing agreement or brokered sale transaction. In these instances, the Company will either act as the principal or the agent in the transaction. If the Company is deemed to be acting as the principal, the revenues are reported on a gross basis in resource sales and corresponding costs reported as resource sales-related expense. If the Company is deemed to be acting as the agent, revenue is recorded net of the corresponding costs and included in the resource sales lines of the consolidated statements of operations.

The Company enters into resource royalty agreements that generate recurring resource royalty revenue. When we execute a resource royalty agreement, it generally transfers all rights to explore and produce a resource as specified in the agreement and grants us the right to a royalty on future production of that resource. Resource royalty agreements include, but are not limited to, sand, brackish water, and other resources that can be extracted from the Company’s surface estate. Resource royalty revenue includes variable consideration that is dependent upon production from those resources, which is typically constrained at the inception of the agreement but is resolved when volumes are produced and settled. Resource royalty payments are typically received one month following the month of production. The Company accrues resource royalties produced but not yet paid based on historical or estimated royalty production and contract prices. The difference between estimated and actual amounts received for royalties are recorded in the period the payment is received. As of December 31, 2023, the Company had $0.8 million accrued in resource sales and resource sales—related party, and $0.6 million accrued in resource royalties lines of the consolidated statements of operations, respectively. As of December 31, 2022, the Company had $0.3 million accrued in resource sales and resource sales—related party, and $0.5 million accrued in resource royalties lines of the consolidated statements of operations, respectively.

In certain instances, resource royalty contracts provide for a bonus payment. These bonus payments are nonrefundable. Resource royalty bonus revenues are recognized when the agreement is executed as control is transferred and the Company has satisfied its performance obligation at that point in time.

Easements and other surface-related income

Easement and other surface use agreement contracts permit operators to install pipelines, roadways, electric lines, and other equipment on land owned by the Company. When the Company executes the contract, receives payment and the contract becomes effective, we make available the respective parcel of land to the grantee. Revenue is recognized upon the execution of the agreement at the effective date as the performance obligation has been satisfied and the customer has right of use. In the event of a renewal of an existing contract, the Company recognizes the revenue upon receipt of the renewal payment and the contract becomes effective. At that point, the Company has satisfied its performance obligation and control has been transferred to the grantee. As of December 31, 2023, the Company had $1.7 million accrued in easements and other surface-related revenues and easements and other surface-related revenues related—party lines of the consolidated statements of operations. As of December 31, 2022, the Company had no accrued amounts in easements and other surface-related revenues and easements and other surface-related revenues related—party lines of the consolidated statements of operations.

Leases of the Company’s surface acreage generally include, but are not limited to, facility and surfaces leases with typical terms of five to ten years, and in some instances include provisions for renewal, and generally

F-48

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

require fixed monthly or annual payments. Advance lease payment, lease deposits and annual payments, if any, are recorded as unearned revenue and amortized over the life of the lease. For the year ended December 31, 2023 and 2022, revenue from contracts with customers accounted for under ASC Topic 842, Leases (“ASC 842”) was $0.6 million and $1.0 million, respectively.

In certain instances, these contracts may include a provision for future royalties. Royalties associated with the use of surface acreage are in included in surface use royalties below.

Surface use royalties

The Company enters into surface use royalty agreements that generate recurring surface use royalty revenue. When we execute a surface use royalty agreement, it generally transfers all rights of use of the surface acreage as specified in the agreement and grants us the right to a royalty calculated on the basis of use, which can include, but are not limited to, gross revenues or volumetric use. Surface use royalty agreements, include but are not limited to, produced water handling and throughput, produced water skim oil, waste reclamation and landfills and other surface uses. Surface use royalty revenue includes variable consideration that is dependent upon volumetric use and is typically constrained at the inception of the agreement but is resolved when volumes are produced and settled. Surface use royalty payments are typically received one month following the month of production. The Company accrues surface use royalties produced but not yet paid based on historical or estimated basis of the royalty and contract prices. The difference between estimated and actual amounts received for royalties are recorded in the period the payment is received. As of December 31, 2023, the Company had $1.5 million accrued in surface use royalties and surface use royalties—related party lines of the consolidated statements of operations. As of December 31, 2022 the Company had $0.8 million accrued in surface use royalties and surface use royalties—related party lines of the consolidated statements of operations.

Contract Liabilities

Contract liabilities primarily relates to revenue sharing arrangements or other surface use agreements where the Company may receive payments from customers in advance of the related performance obligation being satisfied. Contract liabilities are recognized as earned over time or at a point in time based on the provisions set forth in the agreement. Current and non-current contract liabilities are presented in unearned revenue and other long-term liabilities on the consolidated balance sheets, respectively.

Income Taxes

The Company is a limited liability company, and therefore has elected to be treated as a pass-through entity for federal income tax purposes. As a result, the net taxable income of the Company and any related tax credits, for federal income tax purposes, are allocated to the members and are included in their tax returns even though such net taxable income or tax credits may not have actually been distributed.

DBR REIT elected to be treated as a REIT under the IRC. As a REIT, DBR REIT will generally not be subject to corporate level federal income tax on taxable income distributed to shareholders. To be taxed as a REIT, the entity must meet a number of requirements including defined percentage tests concerning the amount of assets and revenues that came from, or are attributable to, real estate operations. As long as 90% of the taxable income of the REIT (without regard to capital gains or the dividends paid deduction) is distributed to the unit holders as dividends, the REIT will not be taxed on the portion of its income distributed as dividends unless there are ineligible transactions.

The Company is subject to Texas margin taxes. We estimate our state tax liability utilizing management estimates related to the deductibility of certain expenses and other factors.

F-49

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense in the consolidated statement of operations. As of December 31, 2023 and 2022, we did not recognize any liabilities associated with the payment for interest and penalties. Refer to Note 7—Income Taxes for additional information.

Concentrations of Risk

In the normal course of business, we maintain cash balances in excess of federally insured limits. The Company regularly monitors these institutions’ financial condition. We have not experienced any losses in our accounts and believe we are not exposed to any significant credit risk on cash or cash equivalents.

Significant Customers

In addition to the separately disclosed related parties, refer to Note 11—Related Party Transactions, customers that individually comprised more than 10% of the Company’s consolidated revenues were as follows:


	Year Ended December 31, 2023			Year Ended December 31, 2022
Customer A		—			12	%
Customer B		15	%		12	%
Customer C		14	%		—
Customer D		13	%		—
Customer E		13	%		—

Other Contingencies

The Company recognizes liabilities for other contingencies when there is exposure that indicates it is both probable and the amount of loss can be reasonably estimated. These types of liabilities may also arise from acquisition related transactions or other commercial agreements entered into from time to time by the Company. Refer to Note 12—Commitments and Contingencies for additional information on specific contingent liabilities.

Recent Accounting Pronouncements

We adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), on January 1, 2023, which changed how we account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The adoption of this update did not have a material impact on our consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows.

We adopted ASU 2016-02, Leases (Topic 842), and subsequent amendments thereto on January 1, 2022, with no retrospective adjustments to prior periods. The adoption of the standard had no impact on our consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows. We have elected the practical expedients to (1) carryforward prior conclusions related to lease identification and classification for existing leases, (2) combine lease and non-lease components of an arrangement for all classes of leased assets, (3) omit short-term leases with a term of 12-months or less from recognition on the balance sheet and (4) carryforward our existing accounting for land easements not previously accounted for as leases.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). This guidance requires a public entity, including entities with single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures

F-50

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

about a reportable segment’s profit or loss and assets that are currently required annually. We plan to adopt this guidance and conform with the applicable disclosures retrospectively when it becomes mandatorily effective for our annual report for the year ending December 31, 2024.

3.	Additional Financial Statement Information

Other Balance Sheet information is as follows:


	December 31, 2023		December 31, 2022
Accrued liabilities
Accrued professional fees	$	2,521	$	266
Accrued interest		1,547		251
Accrued operating and capital expenses		349		1,425
Accrued property taxes		300		263
Accrued payroll		228		636

Total accrued liabilities	$	4,945	$	2,841

Supplemental Cash Flow information is as follows:


	Year Ended December 31, 2023		Year Ended December 31, 2022
Supplemental cash flow information:
Cash paid for income taxes	$	213	$	8,497
Cash paid for interest	$	5,914	$	3,202
Non-cash operating, investing and financing activities:
Deferred offering costs	$	1,997	$	—
Capital expenditures in accounts payable and accrued liabilities	$	—	$	899
Insurance financing	$	350	$	264
Asset financing	$	251	$	—

4.	Asset Acquisitions

During 2022, the Company acquired approximately 1,500 acres of land and buildings in Texas and New Mexico for total purchase consideration of $8.2 million, of which 654 acres was acquired from an affiliate company for total purchase consideration of $2.1 million.

F-51

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

5.	Property, Plant and Equipment

As of December 31, 2023 and 2022, property, plant and equipment, net consisted of the following:


	December 31, 2023			December 31, 2022
Oil and natural gas properties
Proved	$	36,054		$	35,647
Unproved		3,057			3,464

Total oil and natural gas properties		39,111			39,111
Land and land improvements		157,737			157,490
Water wells, pipelines, facilities, ponds and related equipment		15,132			13,258
Buildings, vehicles, equipment, furniture and other		2,594			2,002
Construction in progress		—			626

		214,574			212,487
Less: accumulated depreciation and depletion		(11,556	)		(5,174	)

Total property, plant and equipment, net	$	203,018		$	207,313

Depreciation and depletion expense was $6.4 million and $4.4 million for the years ended December 31, 2023 and 2022, respectively.

6.	Intangible Assets

As of December 31, 2023 and 2022, intangible assets, net of accumulated amortization consisted of the following:


	December 31, 2023			December 31, 2022
Surface use agreements	$	18,619		$	18,619
Water rights		14,956			14,956

Subtotal		33,575			33,575
Less: accumulated amortization		(4,933	)		(2,697	)

Total intangible assets, net	$	28,642		$	30,878


	December 31, 2023		December 31, 2022
Accumulated amortization
Surface use agreements	$	2,739	$	1,498
Water rights		2,193		1,199

Total accumulated amortization	$	4,933	$	2,697

The Company recognized $2.2 million and $2.2 million in amortization expense for the years ended December 31, 2023 and 2022, respectively. The remaining weighted average amortization period for both surface use agreements and water rights was 12.8 years and 13.8 years as of December 31, 2023 and 2022, respectively.

F-52

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Future amortization expense related to such intangibles for the next five years and thereafter as of December 31, 2023 is as follows:


	Amortization Expense
2024		2,236
2025		2,236
2026		2,236
2027		2,236
2028		2,236
Thereafter		17,462

Total	$	28,642

7.	Income Taxes

DBR REIT made an election to be taxed as a REIT, effective January 1, 2022. As a REIT, DBR REIT generally will not be subject to U.S. federal income tax to the extent it distributes qualifying dividends to its stockholders. If DBR REIT fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service (“IRS”) grants DBR REIT relief under certain statutory provisions.

Due to the REIT election effective January 1, 2022, DBR REIT had no deferred tax assets and liabilities as of December 31, 2023 and 2022.

As part of its election and to comply with REIT qualifications, during 2021 DBR REIT distributed mineral interests to its parent company which was treated as a sale for federal income tax purposes. The Company paid income tax associated with this distribution during the year ended December 31, 2022, of approximately $8.2 million.

During the year ended December 31, 2022, DBR REIT distributed land to its parent company. For federal income tax purposes, this transaction was treated as a sale of built-in-gain property and the Company recognized an immaterial income tax expense. As of December 31, 2022, this liability is included within income taxes payable on the consolidated balance sheet.

The Company is subject to Texas margin taxes. The Company estimates its state tax liability utilizing management estimates related to the deductibility of certain expenses and other factors. The Company recorded $0.4 million and $0.2 million related to its Texas margin tax liability for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, this liability is included within income taxes payable on the consolidated balance sheets.

The Company has concluded there are no significant uncertain tax positions requiring recognition in its Financial Statements. Further, the Company has no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized as of December 31, 2023 and 2022.

To its knowledge as of the date hereof, the Company is not currently under examination by the IRS or any state or local taxing authority for any tax year.

F-53

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

The open tax years for the federal tax filings are 2020 through 2023. The open tax years for the state franchise tax filings are 2019 through 2023.

Debt

As of December 31, 2023 and 2022, our debt consisted of the following:


	December 31, 2023			December 31, 2022
Term loan	$	95,000		$	—
Revolving credit facility		35,000			—
Ag loan		—			57,417
Other		494			193

Total debt		130,494			57,610

Current portion of long-term debt		(20,339	)		(11,693	)
Unamortized debt issuance costs		(1,812	)		—

Total long-term debt	$	108,343		$	45,917

Credit Facilities

On July 3, 2023, the Company entered into (i) a four-year $100.0 million term loan (the “Term Loan”), and (ii) a four-year $50.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). At closing, the Term Loan was fully funded, and the Company borrowed $25.0 million on the Revolving Credit Facility. Proceeds from the Credit Facilities (net of $3.1 million in issuance fees to the lenders), were used to repay the $49.4 million outstanding balance under the Company’s Ag Loan, and to make a distribution of $72.9 million and will be used for future working capital needs. Upon the closing of the Credit Facilities, the Ag Loan was terminated. The Credit Facilities are each secured by a first-priority lien on substantially all assets of the Company and its subsidiaries. The Credit Facilities are also each guaranteed by the Company’s subsidiaries.

The Credit Facilities include certain affirmative and restrictive covenants common in such agreements that apply to the Company, including (i) a maximum leverage ratio as of the last day of each fiscal quarter no greater than 3.50: 1.00 for any period of four consecutive fiscal quarters ending prior to the consummation of a qualified IPO, and 4.00: 1.00 for any period of four consecutive fiscal quarters ending on or after the date of the closing of a qualified IPO (subject, in either case, to a 0.50: 1.00 leverage step-up for any “qualified acquisition” for the fiscal quarter in which such “qualified acquisition” occurs and the immediately following two fiscal quarters, subject to a cap of 0.50: 1.00 on such step-up regardless of the total number of “permitted acquisitions” and certain other limitations set forth therein), (ii) a minimum interest coverage ratio of at least 2.75 to 1.00 as of the last day of each fiscal quarter ending on or after the date of the closing of a qualified IPO, (iii) a minimum debt service coverage ratio of 1.25: 1.00, as of the last day of each fiscal quarter ending prior to the date on which a qualified IPO is consummated, and (iv) certain restrictions on the ability to incur debt, grant liens, make dispositions, make distributions, engage in transactions with affiliates, or make investments. The Company was in compliance with these covenants as of December 31, 2023.

The estimated fair value of our Credit Facilities approximates the principal amount outstanding because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.

F-54

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Term Loan

The principal amount of the Term Loan accrues interest at either the Term Secured Overnight Financing Rate (“Term SOFR”) or the Base Rate, as elected by the Company. Term SOFR Loans bear interest at a rate per annum equal to Term SOFR for the applicable tenor plus 0.10% (“Adjusted Term SOFR”) plus the applicable margin, which such margin is determined by reference to the Company’s leverage ratio. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the U.S. Prime Rate, as published by the Wall Street Journal, (ii) the Federal Funds Rate plus 0.50%, and (iii) Adjusted Term SOFR for a one-month tenor plus 1.00%, in each case plus the applicable margin. Interest on all outstanding SOFR Loans shall be payable on the last day of each interest period. Interest on all outstanding Base Rate Loans shall be payable on the first day of each calendar quarter.

Debt issuance costs associated with the Term Loan consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $0.3 million for the year ended December 31, 2023, which are included in interest expense, net in the consolidated statements of operations. Net debt issuance costs of $1.8 million associated with the Term Loan as of December 31, 2023, are reported as a direct deduction from the carrying amount of the related long-term debt.

For the year ended December 31, 2023, the Company incurred $4.2 million of interest expense related to the Term Loan and the related weighted average interest rate was 8.62%. The accrued interest payable related to the Term Loan was $1.2 million as of December 31, 2023.

Revolving Credit Facility

The Revolving Credit Facility provides for incremental borrowings up to the revolving commitment of $50.0 million at closing. It also includes an incremental revolving commitment that permits the Facility, subject to the increasing lenders’ willingness to participate and other customary terms and conditions, by an amount not to exceed the sum of (i) $50.0 million plus (ii) the amount of any prior repayments of the Term Loan Facility (up to $50.0 million). The Revolving Credit Facility provides availability for the issuance of letters of credit on the Company’s behalf in an aggregate amount not to exceed $5.0 million.

Principal amounts borrowed under the Revolving Credit Facility may be repaid from time to time without penalty. Any principal amounts outstanding on the maturity date, July 3, 2027, become due and payable on such date. At the Company’s election, principal amounts under the Revolving Credit Facility may be borrowed as SOFR Loans or Base Rate Loans. SOFR Loans bear interest at a rate per annum equal to Term SOFR for the applicable tenor plus 0.10% (“Adjusted Term SOFR”) plus the applicable margin, which such margin is determined by reference to the Company’s leverage ratio. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the U.S. Prime Rate, as published by the Wall Street Journal, (ii) the Federal Funds Rate plus 0.50%, and (iii)

Adjusted Term SOFR for a one-month tenor plus 1.00%, in each case plus the applicable margin, which such margin is determined by reference to the Company’s leverage ratio. Interest on all outstanding SOFR Loans shall be payable on the last day of each interest period. Interest on all outstanding Base Rate Loans shall be payable on the first day of each calendar quarter. The Company also pays a commitment fee to each lender quarterly in arrears on the daily average unused amount of the commitment of such lender under the Revolving Credit Facility. Prior to the consummation of a qualified IPO, the commitment fee is 0.5% of the aggregate undrawn commitment amount under the Revolving Credit Facility, payable to each lender in accordance with such lender’s pro rata share of such undrawn commitment amount. After the consummation of a qualified IPO, the commitment fee is at a rate determined by reference to the leverage ratio of the Company on a consolidated basis, of the aggregate undrawn commitment amount under the Revolving Credit Facility, payable to each lender in accordance with such lender’s pro rata share of such undrawn commitment.

F-55

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Debt issuance costs associated with the Company’s Revolving Credit Facility consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $0.1 million for the year ended December 31, 2023, which are included in interest expense, net in the consolidated statements of operations. Short-term debt issuance costs of $0.3 million associated with the Revolving Credit Facility as of December 31, 2023, are deferred and presented in prepaid expenses and other current assets on the consolidated balance sheets. Long-term debt issuance costs of $0.6 million associated with the Revolving Credit Facility as of December 31, 2023, are deferred and presented in other assets on the consolidated balance sheets.

For the year ended December 31, 2023, the Company incurred $1.1 million of interest expense and commitment fees related to the Revolving Credit Facility and the related weighted average interest rate was 8.65%. The accrued interest payable related to the Revolving Credit Facility was $0.3 million as of December 31, 2023.

Ag Loan

On October 14, 2021, the Company entered into a seven-year $65.0 million credit agreement (the “Ag Loan”) with Capital Farm Credit, ACA, as agent for a federal land credit association (the “Lender”). The Ag Loan was secured by a perfected first-lien security interest in substantially all assets of DBR Inc. (as successor to Hanging H Ranch, Inc.) and its subsidiaries and DBR Desert LLC, the equity interest in DBR REIT LLC (f/k/a NDB Ranch Holdings LLC) held by DBR Land LLC (f/k/a NDB Land LLC), and the equity interest in DBR Inc. held by DBR REIT LLC. The Ag Loan was also guaranteed by DBR REIT LLC, DBR Land LLC and DBR Desert LLC.

The Company was required to make scheduled monthly payments on the outstanding principal amount for the term of the Ag Loan at an annual interest rate of 5.25%, with all remaining outstanding amounts due and payable on the scheduled maturity date, October 1, 2028.

The Ag Loan included certain affirmative and restrictive covenants common in such agreements that apply to the Company and the guarantors, including a minimum fixed charge coverage ratio of 1.25:1.00 and a maximum debt to tangible net worth ratio of 0.45:1:00, in each case tested as of the end of each fiscal quarter. The Company was in compliance with these covenants as of December 31, 2022. Additionally, the Company was required to maintain a balance equal to one year’s worth of principal and interest payments in an account with Lender, or another financial institution reasonably acceptable to Lender. As of December 31, 2022, $9.2 million of restricted cash was held in an account at Lender in satisfaction of such requirement.

Beginning December 31, 2022, if as of the end of any fiscal year, the outstanding principal balance of the Ag Loan exceeded $40.0 million and the Company had excess cash flow as of the end of such fiscal year, the Company was required to make a principal reduction payment equal to the excess cash flow up to the maximum annual amount of $10.0 million. The Lender reduced such maximum annual amount to $5.0 million for the fiscal year ended December 31, 2022. Excess cash flow is defined as the amount of earnings before interest, depreciation and amortization (“EBITDA”) in excess of the amount of EBITDA required to maintain compliance with the fixed charge coverage ratio. Any amounts of excess cash flow was payable within five days of delivery of the annual financial statements, which are due 120 days after the end of each fiscal year, beginning December 31, 2022. For the fiscal year ended December 31, 2022, the Company included $5.0 million in current portion of long-term debt on the consolidated balance sheet pursuant to the terms described above.

The total amount outstanding on the Ag Loan was $57.4 million as of December 31, 2022. The accrued interest payable was $0.3 million as of December 31, 2022. The Ag Loan was terminated on July 3, 2023 in connection with the closing of the Credit Facilities.

F-56

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2023 and 2022, the Company incurred $1.5 million and $3.2 million of interest expense related to the Ag Loan, respectively. The related weighted average interest rate was 5.25% for both years ended December 31, 2023 and 2022.

The fair value of the Ag Loan was estimated using quoted prices for similar liabilities in inactive markets, a Level 2 classification in the fair value hierarchy, and was based on the aggregate principal amount outstanding. As of December 31, 2022, the fair value of the Ag Loan was $40.5 million.

The following table summarizes the Company’s debt obligations as of December 31, 2023. Estimated future payments for the debt based on the amount outstanding are shown below:


	As of December 31,
	2024		2025		2026		2027		2028		Total
Term loan	$	20,000	$	20,000	$	20,000	$	35,000	$	—	$	95,000
Revolving credit facility		—		—		—		35,000		—		35,000
Other		339		84		71		—		—		494

Total debt	$	20,339	$	20,084	$	20,071	$	70,000	$	—	$	130,494

9.	Member’s Equity

As provided for in the LLC Agreement, the Sole Member holds 100% of the limited liability company interests of the Company. The Sole Member’s limited liability company interests are generally consistent with ordinary equity ownership interests.

Distributions (including liquidating distributions) are to be made to the Sole Member at a time to be determined by the board of managers of WB NDB. There are no restrictions on distributions, provided the Company is in compliance with its financial covenants as set forth under the Credit Facilities. The Sole Member’s equity account will be adjusted for distributions paid to the member and additional capital contributions that are made by the Sole Member. All revenues, costs and expenses of the Company are allocated to the Sole Member in accordance with the LLC Agreement.

10.	Share-Based Compensation

The Company accounts for share-based compensation expense for Incentive Units granted in exchange for employee services. Our management and employees currently participate in one equity-based incentive plan, managed by WB NDB. The Incentive Units consist of time-based awards of profits interest in WB NDB, and the WB NDB LLC Agreement authorizes the issuance of 10,000 Incentive Units. As of December 31, 2023 and 2022, there were 9,992 and 5,378 Incentive Units issued and outstanding, respectively.

The Incentive Units represent a substantive class of equity of WB NDB and are accounted for under ASC 718. Features of the Incentive Units include the ability for WB NDB to repurchase Incentive Units during a 180-day option period, whereby the fair value price is determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the Incentive Unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. WB NDB classifies the Incentive Units as liability awards. The liability related to the Incentive Units is recognized at WB NDB as this entity is the party responsible for satisfying the obligation. Share-based compensation income or expense pushed down to the Company is recognized as a deemed non-cash contribution to or distribution from member’s equity

F-57

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

in the consolidated balance sheets. The share-based compensation income or expense is recognized consistent with WB NDB’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

At each reporting period, WB NDB’s Incentive Unit liability is remeasured at fair value, consistent with liability award accounting, using a Monte Carlo Simulation. The Monte Carlo Simulation requires judgment in developing assumptions, which involve numerous variables. These variables include, but are not limited to, the expected unit price volatility over the term of the awards, the expected dividend yield and the expected life of Incentive Unit vesting. The vested portion of WB NDB’s Incentive Unit liability is allocated pro rata to the Company, and other WB NDB operating subsidiaries, as share-based compensation income or expense in the consolidated statements of operations. The allocation is based on the Company’s share of the aggregate equity value derived in WB NDB’s business enterprise valuation. Unvested Incentive Units are subject to accelerated vesting if there is a change in control (as defined in the award agreements). Unvested Incentive Units are also subject to accelerated vesting or forfeiture in certain circumstances as set forth in the award agreements and 1/3 of all vested Incentive Units are subject to forfeiture if an Incentive Unit holder is terminated for cause. Upon termination for any reason, WB NDB has the right to purchase all vested Incentive Units of the terminated Incentive Unit holder for a period of 180 days at the fair market value on the date the Incentive Unit holder’s employment ended. Forfeitures are accounted for upon occurrence. Forfeitures do not return equity value to the Company, rather value is returned to the Incentive Unit pool and allocated among remaining Incentive Unit holders.

All Incentive Units are subject to time-based vesting, and vest to the participant over the course of the vesting period at the fair value of the vested grants at each reporting date.

The weighted average fair value of the Incentive Units is estimated using a Monte Carlo Simulation with the following inputs:


	December 31, 2023		December 31, 2022
Estimated equity value	$	811,521	$	782,958
Expected life (in years)		2.8		0.8
Risk-free interest rate		4.0%		4.6%
Dividend yield		0%		0%
Volatility		42.0%		28.0%
Marketability discount		24.0% - 26.0%		15.0%

The number of Incentive Units granted and forfeited during the years ended December 31, 2023 and 2022 is shown in the following table:


Outstanding at January 1, 2022	5,452
Granted	—
Forfeited	(74	)

Outstanding at December 31, 2022	5,378

Granted	4,647
Forfeited	(33	)

Outstanding at December 31, 2023	9,992

F-58

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

The grant date fair value of the Incentive Units granted attributable to the Company was $8.6 million as of December 31, 2023. The aggregate fair value of the Incentive Units attributable to the Company as of December 31, 2023 and 2022 was $35.9 million ($3,351 -$3,798 per unit) and $46.8 million ($8,707 per unit), respectively.

Changes in the allocated vested and unvested fair value of the Incentive Units for the years ended December 31, 2023 and 2022 were as follows:


Balance January 1, 2022	$	7,161
Remeasurements		39,666

Balance December 31, 2022	$	46,827

Remeasurements		(10,954	)

Balance December 31, 2023	$	35,873

The cumulative vested value of the Incentive Units allocated to the Company was $22.9 million and $40.1 million as of December 31, 2023 and 2022, respectively. The Company recognized income of $17.2 million and expense of $36.4 million in share-based compensation during the years ended December 31, 2023 and 2022, respectively, on the statements of operations. For the year ended December 31, 2023 the remaining unrecognized compensation expense for the Incentive Units was $13.0 million and the weighted average remaining vesting period was approximately 2.5 years. For the year ended December 31, 2022 the remaining unrecognized compensation expense for the Incentive Units was $6.7 million and the weighted average remaining vesting period was approximately 0.5 years.

There were no departures resulting in accelerated vesting during 2023 or 2022.

Employee Benefit Plan

WaterBridge Management Company LLC, an affiliate of the Company, sponsors a defined contribution plan available to all eligible employees. Qualifying participants receive a matching contribution based on the amount participants contribute to the plan up to 7% of their qualifying compensation. Contributions of an immaterial amount were made during the years ended December 31, 2023 and 2022.

F-59

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

11.	Related Party Transactions


	Financial Statements Location	December 31, 2023		December 31, 2022
Revenues - Related Party
Affiliate access agreements	Easements and other surface-related revenues	$	4,249	$	1,752
Affiliate access agreements	Surface use royalties		5,436		1,396
Affiliate access agreements	Resource sales		1,785		223
Accounts Receivable - Related Party
Affiliate access agreements	Related party receivable	$	1,037	$	403
Shared services agreement	Related party receivable		—		21
Accounts Payable - Related Party
Shared services agreement	Related party payable	$	453	$	578

Shared Services Agreement

The Company has a services agreement with certain affiliates consisting of WB NDB, WaterBridge Holdings LLC and its subsidiaries, WaterBridge NDB Operating LLC and its subsidiaries, and Desert Environmental LLC and its subsidiaries, pursuant to which it receives common management and general, administrative, overhead, and operating services in support of the Company’s operations and development activities. The Company is required to reimburse all fees incurred by it that are necessary to perform services under the agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting the Company. For shared costs paid on behalf the Company, the costs are directly allocated to it based on its pro rata share of the expenses. For the years ended December 31, 2023 and 2022, the Company paid approximately $5 million and $5 million for the shared services and direct cost reimbursements, respectively.

Affiliate Facility Access Agreements

The Company is party to facility access and surface use agreements with certain affiliates. Under these agreements, the Company has granted the affiliates with certain rights to construct, operate and maintain water and reclamation facilities in the ordinary course of business. These agreements include a standard fee schedule and provision for specified surface use activities. The agreements also include a provision for royalties related to certain specified activities.

Equity Sponsor Services Agreement

Five Point Energy LLC (“FPE”), an affiliate of Five Point Energy Fund I LP and Five Point Energy Fund II LP and controlling member, invoices the Company, and the Company reimburses FPE in cash, for expenses associated with the Company’s use of geographic information system (“GIS”) and certain legal services provided by FPE. The reimbursement includes allocated FPE personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of FPE’s total services for such period. For the years

F-60

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

ended December 31, 2023 and 2022, the GIS and legal services reimbursement totaled $0.2 million and $0.1 million, respectively. As of December 31, 2023 and 2022, the Company had an immaterial amount due to these entities.

12.	Commitments and Contingencies

Subordination payments

In connection with the October 2021 business acquisition of Hanging H Ranch, Inc., the Company agreed to pay one of the sellers $5.0 million as additional consideration over the next ten years on each anniversary of closing, beginning with the first payment due on October 14, 2022, and in exchange for the additional consideration, such seller agreed to subordinate its rights under a grazing lease to the rights of the lender under the Ag Loan. In conjunction with the retirement of the Ag Loan, the sellers rights under the grazing lease are no longer subordinated. As of December 31, 2023, $0.5 million and $2.6 million was reflected within other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheet. As of December 31, 2022, $0.5 million and $2.9 million was reflected within other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheet. These amounts represent the present value of the total $5.0 million in additional consideration.

Litigation

The Company records liabilities related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. As a result of these uncertainties, any liabilities recorded are based on the best information available at the time. As any new information becomes available, the Company reassesses the potential liability related to pending litigation. As of December 31, 2023 and 2022, the Company did not record any liabilities related to any legal matters.

13.	Subsequent Events

Acquisitions

On February 1, 2024 the Company entered into a purchase agreement to acquire a ranch from a private third-party seller, consisting of approximately 103,000 fee surface acres in the Stateline region of the Delaware Basin, together with associated surface use contracts and certain produced water and brackish water supply assets. The Company and its affiliate, WB NDB, intend to enter into a partial assignment and assumption agreement, pursuant to which the Company will assign its rights to acquire the produced water and brackish supply water assets to WB NDB prior to closing and the Company will fund $360 million upon closing to acquire the fee surface acreage and associated surface use contracts, inclusive of $26.3 million previously deposited by the Company in escrow which will be applied to the Company’s portion of the purchase price upon closing. The deposit is non-refundable as of the date of issuance of these financial statements subject to closing by the seller. The acquisition remains subject to customary closing conditions and is expected to close in the second quarter of 2024.

F-61

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

On February 22, 2024 the Company entered into a purchase agreement to acquire the Speed Ranch from a private third-party seller, consisting of approximately 34,000 fee surface acres in Lea County, New Mexico and Andrews County, Texas, for total consideration of $41.8 million, subject to certain closing adjustments. In accordance with the purchase agreement, the Company deposited approximately $2.1 million in escrow to be applied to the purchase price upon closing. The deposit is non-refundable as of the date of issuance of these financial statements subject to closing by the seller. The acquisition remains subject to customary closing conditions and is expected to close in the second quarter of 2024.

On March 18, 2024 the Company acquired approximately 11,000 acres of land from a private third-party seller in Lea County, New Mexico for total purchase consideration of $26.1 million. The Company funded the total purchase consideration with a $10.1 million draw on our existing revolving credit facility and $16.0 million of cash on hand.

Initial Public Offering, Private Placement and Corporate Reorganization

On July 1, 2024, LandBridge completed its initial public offering of 14,500,000 Class A shares representing limited liability company interest (“Class A shares”) at a price to the public of $17.00 per share. In addition, LandBridge granted the underwriters a 30-day option to purchase up to an additional 2,175,000 Class A shares at the public offering price, less underwriting discounts and commissions, which was exercised on July 1, 2024. In addition to the Class A shares sold in the Offering, on July 1, 2024, LandBridge sold 750,000 Class A shares at a price of $17.00 per share in the concurrent private placement to an accredited investor. The Offering, including the underwriters’ option, and the private placement closed on July 1, 2024.

The closing of the Offering, including the underwriters’ option, and the private placement resulted in net proceeds of approximately $270.9 million, after deducting underwriting discounts and commissions, placement agent fees, and $7.5 million of offering expenses payable by LandBridge (with any additional offering expenses to be paid by LandBridge out of cash on balance sheet). LandBridge contributed all of the net proceeds of the Offering, including the underwriters’ option, and the private placement in exchange for membership interests in us (“Units”) at a per-unit price equal to the per share price paid by the underwriters for LandBridge’s Class A shares in the Offering. We distributed approximately $170.9 million pro rata to our existing owners and utilized approximately $100.0 million to repay outstanding borrowings under the Credit Facilities.

F-62

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

Amended and Restated LLC Agreement

On July 1, 2024, in connection with the Offering, LandBridge Holdings and LandBridge caused the amendment and restatement of our Limited Liability Company Agreement (the “A&R LLC Agreement”). The A&R LLC Agreement includes, among other things:

(i) the conversion of all Units into a single class of Units, with 73,151,603 outstanding as of July 1, 2024, consisting of 17,425,000 Units owned by LandBridge and 55,726,603 Units owned by LandBridge Holdings and

(ii) admitted LandBridge as the sole managing member of the Company.

In accordance with the terms of the A&R LLC Agreement, the holders of our Units will, subject to certain limitations, have the right to redeem their Units (together with the cancelation of a corresponding number of Class B shares representing limited liability company interests of LandBridge) for Class A shares at an exchange ratio of one Class A share for each Unit (together with the cancelation of a corresponding number of Class B shares) exchanged, subject to conversion rate adjustments for share splits, dividends and reclassifications.

Pursuant to the A&R LLC Agreement and the Amended and Restated Limited Liability Company Agreement of LandBridge, our capital structure and the capital structure of LandBridge will generally replicate one another and will provide for customary anti-dilution mechanisms in order to maintain the one-for-one exchange ratio between the Units and Class A shares.

Management Incentive Units

On July 1, 2024, prior to the Offering, NDB LLC was divided into two Delaware limited liability companies in accordance with the plan of division: (i) NDB LLC and (ii) LandBridge Holdings. As a result of such division, LandBridge Holdings became the sole member of the Company and entered into the A&R LLC Agreement, to facilitate the Offering. As a result of the A&R LLC Agreement, holders of Incentive Units at NDB LLC also hold Incentive Units at LandBridge Holdings. In conjunction with the A&R LLC Agreements at both NDB LLC and LandBridge Holdings, the repurchase feature triggering liability award accounting was amended to require repurchase at fair value as of the repurchase date, thereby eliminating the liability award accounting, including periodic fair value remeasurement. Beginning on July 1, 2024, in accordance with the plan of division, the Incentive Units held at LandBridge Holdings will be the only Incentive Units attributable and allocated to the Company. These Incentive Units are accounted for as a modification and will transition to equity award accounting.

Amendment to Credit Facilities

On November 4, 2024, the Company entered into a credit agreement amendment (“Second Credit Agreement Amendment”) to increase the maximum available amount under our Revolving Credit Facility to $100.0 million, increase the principal amount of the Term Loan to $300.0 million, with an additional $75.0 million uncommitted delayed draw term loan, and eliminate the Company’s obligation to make Term Loan amortization payments.

December Private Placement

In December 2024, we closed the December Private Placement pursuant to which certain persons reasonably believed to be accredited investors or qualified institutional buyers purchased an aggregate 5,830,419 Class A shares from us at $60.03 per share (the “December Private Placement”). We used approximately $200.0 million of the net proceeds from the December Private Placement to partially fund the Wolf Bone Acquisition, and used approximately $150.0 million of such net proceeds, less private placement fees, to purchase 2,498,751 OpCo Units (along with the cancellation of a corresponding number of Class B shares) by LandBridge Holdings.

F-63

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

14.	Supplemental Oil and Gas Information (Unaudited)

The Company’s oil and natural gas reserves are attributable solely to properties within the United States, specifically in the Permian Basin.

Capitalized Oil and Natural Gas Costs

Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depletion are as follows:


	December 31, 2023			December 31, 2022
	(in thousands)
Oil and natural gas interests:
Proved	$	36,054		$	35,647
Unproved		3,057			3,464

Total oil and natural gas interests		39,111			39,111
Accumulated depletion		(7,157	)		(3,107	)

Net oil and natural gas interests capitalized	$	31,954		$	36,004

Costs Incurred in Oil and Natural Gas Activities

The Company did not incur any oil and natural gas property acquisition, exploration or development activities during the years ended December 31, 2023 and 2022.

Results of Operations from Oil and Natural Gas Producing Activities

The following table sets forth the revenues and expenses related to the production and sale of oil and natural gas activities. It does not include any interest costs or general and administrative costs and therefore, is not necessarily indicative of the net operating results of the Company’s oil and natural gas activities.


	December 31, 2023			December 31, 2022
	(in thousands)
Oil and gas royalties	$	20,743		$	18,286
Severance and ad valorem taxes		(1,159	)		(1,277	)
Transportation, processing and other		(86	)		(3	)
Depletion		(4,050	)		(2,692	)

Results of operations from oil and gas producing activities	$	15,448		$	14,314

The reserves at December 31, 2023 and 2022 presented below were prepared by W.D. Von Gonten & Co, whose reports as of those dates are filed as exhibits to the registration statement of which these Financial Statements are a part. Estimates of proved reserves are inherently imprecise and are continually subject to revision based on production history, price changes and other factors. The reserves are located in the Delaware Basin across Loving, Reeves and Pecos Counties in Texas.

Guidelines indicated in FASB ASC Topic 932 Extractive Industries—Oil and Gas (“ASC 932”) have been followed for computing a standardized measure of future net cash flows and changes therein related to estimated proved reserves. Future cash inflows and future production costs are determined by applying prices and costs, including quality and basis differentials, to the period-end estimated quantities of oil and natural gas to be produced in the future. The resulting future net cash flows are reduced to present value amounts by applying a ten percent annual discount factor. Future production costs are determined based on estimates of expenditures to

F-64

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

be incurred in producing the proved oil and gas reserves in place at the end of the period using period-end costs and assuming continuation of existing economic conditions.

The assumptions used to compute the standardized measure are those prescribed by the FASB and the Securities and Exchange Commission (“SEC”). These assumptions do not necessarily reflect management’s expectations of actual revenues to be derived from those reserves, nor their present value. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process. Reserve estimates are inherently imprecise and estimates of new discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available.

Analysis of Changes in Proved Reserves

The following table sets forth information regarding the Company’s net ownership interest in estimated quantities of proved developed and undeveloped oil and natural gas quantities and the changes therein for the period presented:


	Oil (MBbls)			Natural Gas (MMcf)			Natural Gas Liquids (MBbls)			Total (MBOE)
Net Proved Reserves as of January 1, 2022		1,482			4,463			297			2,523
Revisions of previous estimates⁽¹⁾		(23	)		(175	)		(14	)		(66	)
Extensions, discoveries and other additions⁽²⁾		462			1,122			72			721
Production		(145	)		(438	)		(24	)		(242	)

Net Proved Reserves as of December 31, 2022		1,776			4,972			331			2,936

Revisions of previous estimates⁽¹⁾		(80	)		(11	)		10			(71	)
Extensions, discoveries and other additions⁽²⁾		225			967			71			457
Production		(225	)		(693	)		(68	)		(409	)

Net Proved Reserves as of December 31, 2023		1,696			5,235			344			2,913

Net Proved Developed Reserves
January 1, 2022		433			1,128			75			696
December 31, 2022		622			1,821			121			1,047
December 31, 2023		809			2,957			193			1,495
Net Proved Undeveloped Reserves
January 1, 2022		1,049			3,335			222			1,827
December 31, 2022		1,154			3,151			210			1,889
December 31, 2023		887			2,278			151			1,418

(1)	Revisions of previous estimates include technical revisions due to changes in commodity prices, historical and projected performance and other factors.

(2)	Extensions and other additions were from conversions of unproved reserves to proved developed reserves due to additional drilling activity. These extensions include 421 MBOE and zero MBOE that are additions to proved undeveloped reserves for 2022 and 2023, respectively.

Changes in proved reserves that occurred during the year ended December 31, 2022 were primarily due to:

•

negative revisions of previous estimates of approximately 66 Mboe. 102 MBoe decrease was due to reclassification of three gross well locations to non-proved due to modified operator development and 69 Mboe decrease due to changes in projected performance partially offset by 105 Mboe increase due to changes in commodity prices; and

F-65

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

•

well additions, extensions and discoveries of approximately 721 Mboe. 721 Mboe was added as proved over twenty-two gross well locations based on increased operator drilling activity.

Changes in proved reserves that occurred during the year ended December 31, 2023 were primarily due to:

•

negative revisions of approximately 71 Mboe. 97 Mboe decrease due to changes in commodity prices offset by 26 Mboe due to changes in projected well performance; and

•

well additions, extensions and discoveries of approximately 457 Mboe. 457 Mboe was added as proved over fourteen gross well locations based on increased operator drilling activity.

Standardized Measure of Discounted Future Net Cash Flows

Future cash inflows represent expected revenues from production of period-end quantities of proved reserves based on the 12-month unweighted first-day-of-the-month commodity prices for the period presented. All prices are adjusted for quality, energy content and regional price differentials. Future cash inflows are computed by applying applicable prices relating to the Company’s proved reserves to the year-end quantities of those reserves.

The following table sets forth the future net cash flows related to proved oil and gas reserves based on the standardized measure prescribed in ASC 932:


	December 31, 2023			December 31, 2022
	(in thousands)
Future cash inflows	$	146,605		$	197,411
Future production costs		(9,745	)		(13,174	)
Future income tax expense		(1,026	)		(1,382	)

Future net cash flows (undiscounted)		135,834			182,855
Annual discount 10% for estimated timing		(61,055	)		(88,709	)

Total	$	74,779		$	94,146

The primary sources of change in the standardized measure of discounted future net cash flows are as follows:


	December 31, 2023			December 31, 2022
	(in thousands)
Standardized measure, beginning of period	$	94,146		$	54,160
Sales, net of production costs		(19,498	)		(17,006	)
Net changes in prices and production costs related to future production		(20,475	)		31,403
Extensions, discoveries and improved recovery, net of future production costs		15,419			19,627
Revisions of previous quantity estimates, net of related costs		(1,836	)		(1,216	)
Net change in income taxes		158			(745	)
Accretion of discount		7,169			5,357
Changes in timing and other		(304	)		2,566

Net (decrease) increase in standardized measures		(19,367	)		39,986

Standardized measure, end of period	$	74,779		$	94,146

F-66

Weaver and Tidwell, L.L.P.

400 West Illinois Avenue, Suite 1550 | Midland, Texas 79701

Main: 432.683.5226

CPAs AND ADVISORS | WEAVER.COM

LOGO

Independent Auditor’s Report

To the Owners of the

East Stateline Ranch

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of the Land, Improvements, and Surface rights business of D.K. Boyd Land and Cattle Co., (collectively, the “East Stateline Ranch”) which comprise the balance sheets as of December 31, 2023 and 2022, and the related statements of operations, changes in net investment, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of East Stateline Ranch as of December 31, 2023 and 2022, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of East Stateline Ranch and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Carve-out Financial Statements

As discussed in Note 1 to the financial statements, the Company’s business is derived from the financial statements and accounting records of the seller to reflect the financial position and results of operations of the East Stateline Ranch. The financial statements of the Company reflect the assets, liabilities and expenses directly attributable to the Company, as well as allocations deemed reasonable by management, to present the financial position, results of operations, and cash flows of the Company on a stand-alone basis and do not necessarily reflect the financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, stand-alone entity during the years presented.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

F-67

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about East Stateline Ranch’s ability to continue as a going concern for one year after the date that the financial statements are issued (or when applicable, one year after the date that the financial statements are available to be issued).

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of East Stateline Ranch’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about East Stateline Ranch’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Weaver and Tidwell L.L.P.

WEAVER AND TIDWELL L.L.P.

Midland, Texas

May 28th, 2024

F-68

East Stateline Ranch

Balance Sheets


	As of December 31, 2023		As of December 31, 2022
	(in thousands)
Assets
Current assets:
Accounts receivable, net	$	1,288	$	490
Affiliate receivable		394		81

Total current assets		1,682		571
Plant, property, and equipment, net		842		903
Land		10,302		10,302

Total assets	$	12,826	$	11,776

Liabilities and Net Investment
Current liabilities:
Accounts payable and accrued liabilities	$	7	$	12

Total current liabilities		7		12
Commitment and contingencies (Note 5)
Net investment		12,819		11,764

Total liabilities and net investment	$	12,826	$	11,776

F-69

East Stateline Ranch

Statements of Operations


	For the Year Ended December 31, 2023		For the Year Ended December 31, 2022
	(in thousands)
Revenues:
Surface use royalties	$	9,504	$	7,451
Easements and other surface related income		7,773		9,649
Resource sales		2,653		796
Other		107		—

Total revenues		20,037		17,896
Operating expenses:
Operating and maintenance		231		175
Depreciation		63		67
General and administrative		241		214

Total operating expenses		535		456

Operating income		19,502		17,440

Net income	$	19,502	$	17,440

F-70

East Stateline Ranch

Statements of Changes in Cash Flows


	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022
	(in thousands)
Cash flows from operating activities:
Net income	$	19,502		$	17,440
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		63			67
Changes in operating assets and liabilities:
Accounts receivable, net		(798	)		8
Affiliate receivable		(313	)		(30	)
Accounts payable and accrued liabilities		(7	)		(1	)

Net cash provided by operating activities		18,447			17,484

Cash flows from investing activities:
Additions to plant, property, and equipment		—			(306	)

Net cash used in investing activities		—			(306	)

Cash flows from financing activities:
Change in net investment		(18,447	)		(17,178	)

Net cash used in financing activities		(18,447	)		(17,178	)

Net change in cash		—			—
Cash – Beginning of year		—			—

Cash – End of year	$	—		$	—

F-72

East Stateline Ranch

Notes to Financial Statements

Note 1. Organization

Description of the Company

In February 2024, DBR Land LLC, a Delaware limited liability company, entered into a purchase and sale contract to acquire certain tracts or parcels of land comprising approximately 103,000 acres of land located in Loving and Winkler Counties, Texas and Lea County, New Mexico (“Land”) along with assets located on the Land (collectively, the “East Stateline Ranch”) from an individual (“Seller”) for an aggregate cash consideration of $360.0 million, before customary closing adjustments.

The East Stateline Ranch included certain ranch equipment, ranch permits, service contracts, buildings, structures, underground storage facilities, and surface agreements associated with and located on the Land.

The accompanying financial statements include the assets, liabilities, and revenues and expenses of the East Stateline Ranch.

Basis of Presentation of Financial Statements

The East Stateline Ranch financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying financial statements were prepared on a carve-out basis and were derived from the financial statements and accounting records of the Seller to reflect the financial position and results of operations of the East Stateline Ranch. The accompanying financial statements represent the financial information of a specific business segment of the Seller and exclude certain assets, liabilities, revenues, and expenses of the Seller’s other business segments. The historical costs and expenses reflected in the financial statements of the East Stateline Ranch include an allocation for certain shared general operating expenses such as repairs and maintenance, salaries, payroll taxes, and other miscellaneous general and administrative. These expenses have been allocated to the East Stateline Ranch financial statements pro-rata based upon revenues, which is considered to be a reasonable reflection of the historical utilization levels of these expenses. For further discussions on these allocations, refer to Note 6- Transactions with Affiliates.

East Stateline Ranch is dependent upon the Seller for all of its working capital as the Seller uses a centralized approach to cash management for its operations. Accordingly, none of the Seller’s cash at the centralized location have been allocated to the East Stateline Ranch’s financial statements. Net investment represents the Seller’s interest in the recorded net assets of the East Stateline Ranch. All significant transactions between the East Stateline Ranch and the Seller have been included in the accompanying financial statements. Transactions with the Seller are reflected in the accompanying Statement of Changes in Net Investment as “change in net investment” and in the accompanying Balance Sheets within “net investment.”

In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the East Stateline Ranch’s assets, liabilities, and net investment as of December 31, 2023 and 2022, and the reported amounts of revenues and expenses for the years ended December 31, 2023 and 2022.

Subsequent events have been evaluated through the issuance date of these financial statements. Any material subsequent events that occurred prior to such a date have been properly recognized or disclosed in the accompanying financial statements.

F-73

East Stateline Ranch

Notes to Financial Statements

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the accompanying financial statements requires management to make estimates and assumptions to determine the reported amounts of assets, liabilities, revenue, and expenses, and in the disclosure of commitments and contingencies. Management has utilized a systematic and rational methodology to allocate certain shared general operating expenses in the accompanying statements of operations. These allocations involve estimates and assumptions regarding the proportionate utilization of shared resources by the East Stateline Ranch relative to the Seller’s historical whole operations. Although management believes these estimates are reasonable, actual results could differ from these estimates.

Accounts Receivable

The East Stateline Ranch has accounts receivable representing amounts due from various counterparties for their surface use royalty and easement payments, and these amounts are generally unsecured. The East Stateline Ranch presents accounts receivable net of an allowance for credit losses to reflect the net amount expected to be collected. Outstanding receivables are reviewed regularly for possible nonpayment indicators, and allowances for credit losses are recorded based upon management’s estimate of collectability, current conditions, and supportable forecasts at each balance sheet date. To date, the East Stateline Ranch has not experienced any pattern of credit losses, and therefore, has no allowance as of December 31, 2023 and 2022. The East Stateline Ranch will continually monitor the creditworthiness of its counterparties by reviewing credit ratings, financial statements, and payment history, as appropriate.

Accounts receivable balance was $1.3 million as of December 31, 2023 and $0.5 million as of December 31, 2022 and 2021.

Fair Value Measurements

The carrying amounts of accounts receivable and accounts payable of the East Stateline Ranch approximate their fair value due to the short-term nature of these instruments. The fair value of accounts receivable and accounts payable is determined based on the present value of expected cash flows, discounted using the applicable market interest rates for similar instruments with similar terms and credit risks.

Plant, Property, and Equipment

The East Stateline Ranch properties are stated at cost and are depreciated using straight-line method over their estimated useful lives. Gains and losses on asset sales are reflected in the year of disposal. Repair and maintenance costs associated with plant, property, and equipment are expensed as incurred if the costs do not extend the useful life of the asset. If such costs extend the useful life of the asset, the costs are capitalized and depreciated over the appropriate remaining useful life. See “Note 3—Plant, Property, and Equipment” for more disclosure.

The East Stateline Ranch properties are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. An impairment is indicated if the carrying amount of a property exceeds the undiscounted future cash flows expected to result from the use and eventual disposition of the property. If an impairment is indicated, management records an impairment loss equal to the difference between the carrying value and the fair value of the property. As of December 31, 2023 and 2022, the East Stateline Ranch has not identified any indicators of impairment, and therefore, has no impairment on its plant, property, and equipment for the respective years.

F-74

East Stateline Ranch

Notes to Financial Statements

Land

Land assets are stated at cost less accumulated impairment, if any. Capitalized costs include purchase price, professional fees, and any directly attributable costs to acquire and bring the land to its intended use. Land assets are not subject to depreciation, as they are considered to have an indefinite useful life. However, the East Stateline Ranch land assets are subject for impairment assessments should there be events or changes in circumstances indicating that the carrying amount may not be recoverable. Impairment losses, if any, are recognized in the statements of operations in the period in which it occurs. As of December 31, 2023 and 2022, there were no indicators of impairment present for the East Stateline Ranch land assets.

Revenue Recognition

The East Stateline Ranch recognizes revenues from easements and surface damages, surface use royalties and resource sales in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains right to use the Land, when the customer obtains control of the product, it has no further obligations to perform related to the revenue, when the transaction price has been determined, and when collectability is reasonably assured.

The company enters into surface use royalty agreements that generate recurring surface use royalty revenue. When we execute a surface use royalty agreement, it generally transfers all rights of use of the surface acreage as specified in the agreement and grants us the right to a royalty calculated on the basis of use, which can include, but are not limited to, gross revenues or volumetric use. Surface use royalty agreements, include but are not limited to, produced water handling and throughput, produced water skim oil, brackish water use and other surface uses. Surface use royalty revenue includes variable consideration that is dependent upon volumetric use and is typically constrained at the inception of the agreement but is resolved when volumes are produced and settled. Surface use royalty payments are typically received one mouth following the month of production.

Easement and other surface use agreement contracts permit operators to install pipelines, roadways, electric lines, and other equipment on land owned by the company. When the company executes the contract, receives payment and the contract becomes effective, we make available the respective parcel of land to the grantee. Revenue is recognized upon the execution of the agreement at the effective date and consideration can be reasonably measured as the performance obligation has been satisfied and the customer has right of use. The transaction price for these performance obligations is determined based on the consideration expected to be received in exchange for granting right of use. In the event of a renewal of an existing contract, the Company recognizes the revenue upon receipt of the renewal payment and the contract becomes effective. At that point, the Company has satisfied its performance obligation and control has been transferred to the grantee.

Resource sales generally includes sales of caliche, that the company sells to upstream exploration and production (“E&P”) companies and other customers. Resource sales revenue is generally recognized upon transfer of material to the customer as the company’s performance obligation has been deemed satisfied at that point in time. The performance obligations associated with resource sales revenues are identified at the inception of the contract. These obligations involve the delivery of the resources to the customer in accordance with the terms of the resource sale agreement. The consideration received for these obligations is usually a fixed price per unit of resource measurement sold. Resource sales revenues are recognized at a point in time when control of the products is transferred to the customer. Control of the product is transferred upon receipt of the resources into the customers’ loading vehicles, at which point the customer obtains the ability to direct the use and obtain the benefits from the resources obtained.

F-75

East Stateline Ranch

Notes to Financial Statements

Income Taxes

As the Seller is an individual, the East Stateline Ranch does not consolidate the tax position of the Seller within its financial statements. The East Stateline Ranch is not a taxpaying entity for purposes of federal and state income taxes, and accordingly, no income taxes have been recorded in the East Stateline Ranch financial statements.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Liabilities for environmental remediation or restoration claims resulting from allegations of improper operation of assets are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires that a financial asset measured at amortized cost be presented at the net amount expected to be collected. ASU 2016-13 is intended to provide more timely decision-useful information about the expected credit losses on financial instruments. In November 2019, the FASB ASU 2019-19, “Codification Improvements to Topic 326: Financial Instruments—Credit Losses,” which makes amendments to clarity the scope of the guidance, including clarification that receivables arising from operating leases are not within its scope. The East Stateline Ranch adopted ASU 2016-13 as of January 1, 2023, and the adoption did not have a material impact on the East Stateline Ranch’s financial statements.

Note 3. Plant, Property, and Equipment

The following table reflects the aggregate capitalized costs of the East Stateline Ranch:


	December 31, 2023			December 31, 2022
	(in thousands)
Plant, property, and equipment:
Buildings and leasehold improvements	$	891		$	891
Ranch equipment		391			391

Total plant, property, and equipment		1,282			1,282
Less: Accumulated depreciation		(440	)		(379	)

Plant, property, and equipment, net	$	842		$	903

Note 4. Supplemental Disclosures to Financial Statements

Accounts payable and accrued liabilities consisted of the following at the dates indicated:


	December 31, 2023		December 31, 2022
	(in thousands)
Operating and maintenance expenses	$	6	$	11
General and administrative accruals		1		1

Accounts payable and accrued liabilities	$	7	$	12

F-76

East Stateline Ranch

Notes to Financial Statements

Accounts Receivable

Components of accounts receivable include the following:


	December 31, 2023		December 31, 2022
	(in thousands)
Surface use royalties	$	536	$	461
Easement and other surface related income		672		5
Resource sales		80		24

Gross accounts receivable		1,288		490
Allowance for credit losses		—		—
Accounts receivable, net	$	1,288	$	490

Note 5. Commitments and Contingencies

Environmental Remediation

Various federal, state, and local laws and regulations covering the discharge of materials into the environment, or otherwise relating to the protection of the environment, may affect the operations of East Stateline Ranch. The East Stateline Ranch does not anticipate that it will be required in the near future to expend significant amounts for compliance with such federal, state, and local laws and regulations and therefore no amounts have been accrued for such purposes.

Litigation

From time to time, the East Stateline Ranch can be involved in various legal proceedings including, but not limited to, commercial disputes, property damage claims, personal injury claims, regulatory compliance matters, disputes with tax authorities and other matters. While the outcome of these legal matters cannot be predicted with certainty, in the event that these litigations occur, management does not expect them to have a material effect on the East Stateline Ranch’s financial condition, results of operations or cash flows.

Note 6. Transactions with Affiliates

The East Stateline Ranch has identified certain transactions related to produced water royalty revenues with the Seller during the periods covered by the accompanying financial statements. The aggregate produced water royalty revenues generated from these transactions amounted to $1.4 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively, and are included within “surface use royalties” on the accompanying statements of operations. Amounts due from the Seller were $0.4 million and $0.1 million as of December 31, 2023 and 2022, respectively, and are separately presented on the accompanying balance sheets.

Certain costs for general operating expenses incurred by the Seller that are directly linked to the operations of the East Stateline Ranch have been allocated to the East Stateline Ranch financial statements.

F-77

East Stateline Ranch

Notes to Financial Statements

The following table presents the East Stateline Ranch allocated expenses from the Seller:


	For the Year Ended December 31, 2023		For the Year Ended December 31, 2022
	(in thousands)
Operating and maintenance expense	$	236	$	344
General and administrative		95		81
Salaries and wages		146		133

Total allocated operating expenses from the Seller	$	477	$	558

Note 7. Concentration of Credit Risk

The East Stateline Ranch is exposed to concentration of credit risk primarily related to its surface use royalty and surface damages revenues, which are derived from various surface use contracts with external counterparties for the use of the East Stateline Ranch land surfaces. For the year ended December 31, 2023, only two counterparties accounted for more than 10% of the East Stateline Ranch total revenue. For the year ended December 31, 2022, only one counterparty accounted for more than 10% of the East Stateline Ranch total revenue. The loss of any of these counterparties could materially and adversely affect revenues in the short term. However, management believes that the loss of any of these counterparties would not have a long-term material adverse effect on the East Stateline Ranch financial statements and results of operations because substantially all of the royalty and surface damages payments are derived from the oil and natural gas activities on the Land with well established presence and markets.

Note 8. Subsequent Events

In preparing the accompanying financial statements of the East Stateline Ranch, management has evaluated all subsequent events and transactions for potential recognition or disclosure through May 28, 2024, the date the financial statements of the East Stateline Ranch were available for issuance and concluded that no such material events have occurred.

The acquisition of the East Stateline Ranch by DBR Land closed on May 10, 2024, and remained subject to customary post-close adjustments and conditions.

There were no other subsequent events that required recognition or disclosure.

F-78

East Stateline Ranch

Unaudited Condensed Balance Sheets


	As of March 31, 2024		As of December 31, 2023
	(in thousands)
Assets
Current assets:
Accounts receivable, net	$	980	$	1,288
Affiliate receivable		131		394

Total current assets		1,111		1,682
Plant, property, and equipment, net		893		842
Land		10,302		10,302

Total assets	$	12,306	$	12,826

Liabilities and Net Investment
Current liabilities:
Accounts payable and accrued liabilities	$	5	$	7

Total current liabilities		5		7
Commitment and contingencies (Note 3)
Net investment		12,301		12,819

Total liabilities and net investment	$	12,306	$	12,826

F-79

East Stateline Ranch

Unaudited Condensed Statements of Operations


	For the Three Months Ended March 31, 2024		For the Three Months Ended March 31, 2023
	(in thousands)
Revenues:
Surface use royalties	$	2,633	$	2,054
Easements and other surface related income		2,624		1,910
Resource sales		638		481
Other		66		—

Total revenues		5,961		4,445
Operating expenses:
Operating and maintenance		34		79
Depreciation		13		16
General and administrative		48		78

Total operating expenses		95		173

Operating income		5,866		4,272

Net income	$	5,866	$	4,272

F-80

East Stateline Ranch

Unaudited Condensed Statements of Cash Flows


	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
	(in thousands)
Cash flows from operating activities:
Net income	$	5,866		$	4,272
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		13			16
Changes in operating assets and liabilities:
Accounts receivable, net		308			(53	)
Affiliate receivable		262			17
Accounts payable and accrued liabilities		(2	)		4

Net cash provided by operating activities		6,447			4,256

Cash flows from investing activities:
Additions to plant, property, and equipment		(63	)		—

Net cash used in investing activities		(63	)		—

Cash flows from financing activities:
Change in net investment		(6,384	)		(4,256	)

Net cash used in financing activities		(6,384	)		(4,256	)

Net change in cash		—			—
Cash – Beginning of period		—			—

Cash – End of period	$	—		$	—

F-82

East Stateline Ranch

Notes to Unaudited Condensed Financial Statements

Note 1. Organization

Description of the Company

In February 2024, DBR Land LLC (“DBR Land”), a Delaware limited liability company, entered into a purchase and sale contract to acquire certain tracts or parcels of land comprising approximately 103,000 acres of land located in Loving and Winkler Counties, Texas and Lea County, New Mexico (“Land”) along with assets located on the Land (collectively, the “East Stateline Ranch”) from an individual (“Seller”) for an aggregate cash consideration of $360.0 million before customary closing adjustments.

The accompanying unaudited condensed financial statements include the assets, liabilities, and revenues and expenses of the East Stateline Ranch.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The East Stateline Ranch interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements were prepared on a carve-out basis and were derived from the financial statements and accounting records of the Seller to reflect the financial position and results of operations of the East Stateline Ranch. The accompanying unaudited condensed financial statements represent the financial information of a specific business segment of the Seller and exclude certain assets, liabilities, revenues, and expenses of the Seller’s other business segments. The historical costs and expenses reflected in the unaudited condensed financial statements of the East Stateline Ranch include an allocation for certain shared general operating expenses such as repairs and maintenance, salaries, payroll taxes, and other miscellaneous general and administrative. These expenses have been allocated to the East Stateline Ranch unaudited condensed financial statements pro-rata based upon revenues, which is considered to be a reasonable reflection of the historical utilization levels of these expenses. For further discussions on these allocations, refer to Note 4—Transactions with Affiliates.

East Stateline Ranch is dependent upon the Seller for all of its working capital as the Seller uses a centralized approach to cash management for its operations. Accordingly, none of the Seller’s cash at the centralized location have been allocated to the East Stateline Ranch’s unaudited condensed financial statements. Net investment represents the Seller’s interest in the recorded net assets of the East Stateline Ranch. All significant transactions between the East Stateline Ranch and the Seller have been included in the accompanying unaudited condensed financial statements. Transactions with the Seller are reflected in the accompanying Unaudited Statement of Changes in Net Investment as “change in net investment” and in the accompanying Unaudited Condensed Balance Sheets within “net investment.”

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the East Stateline Ranch’s assets, liabilities, and net investment as of March 31, 2024 and December 31 2023, and the reported amounts of revenues and expenses for the three months ended March 31, 2024 and 2023. The results for condensed periods are not necessarily indicative of annual results. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023.

F-83

East Stateline Ranch

Notes to Unaudited Condensed Financial Statements

Revenue Recognition

The East Stateline Ranch recognizes revenues from easements and surfaces damages, surface use royalties and resource sales in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains right to use the Land, when the customer obtains control of the product, it has no further obligations to perform related to the revenue, when the transaction price has been determined, and when collectability is reasonably assured.

Accounts Receivable

The East Stateline Ranch has accounts receivable representing amounts due from various counterparties for their surface use royalty and easement payments, and these amounts are generally unsecured. The East Stateline Ranch presents accounts receivable net of an allowance for credit losses to reflect the net amount expected to be collected. Outstanding receivables are reviewed regularly for possible nonpayment indicators, and allowances for credit losses are recorded based upon management’s estimate of collectability, current conditions, and supportable forecasts at each balance sheet date. To date, the East Stateline Ranch has not experienced any pattern of credit losses, and therefore, has no allowance as of March 31, 2024 and December 31, 2023. The East Stateline Ranch will continually monitor the creditworthiness of its counterparties by reviewing credit ratings, financial statements, and payment history, as appropriate.

F-84

East Stateline Ranch

Notes to Unaudited Condensed Financial Statements

Components of accounts receivable include the following:


	March 31, 2024		December 31, 2023
	(in thousands)
Surface use royalties	$	583	$	536
Easement and other surface related income		397		672
Resource sales		—		80

Gross accounts receivable		980		1,288
Allowance for credit losses		—		—

Accounts receivable, net	$	980	$	1,288

Accounts Payable

Accounts payable and accrued liabilities consisted of the following at the dates indicated:


	March 31, 2024		December 31, 2023
	(in thousands)
Operating and maintenance expenses	$	2	$	6
General and administrative accruals		3		1

Accounts payable and accrued liabilities	$	5	$	7

Plant, Property, and Equipment

The East Stateline Ranch properties are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. An impairment is indicated if the carrying amount of a property exceeds the undiscounted future cash flows expected to result from the use and eventual disposition of the property. If an impairment is indicated, management records an impairment loss equal to the difference between the carrying value and the fair value of the property. As of March 31, 2024 and 2023, the East Stateline Ranch has not identified any indicators of impairment, and therefore, has no impairment on its plant, property, and equipment for the respective years.

The following table reflects the aggregate capitalized costs of the East Stateline Ranch:


	March 31, 2024			December 31, 2023
	(in thousands)
Plant, property, and equipment:
Buildings and leasehold improvements	$	955		$	891
Ranch equipment		391			391

Total plant, property, and equipment		1,346			1,282
Less: Accumulated depreciation		(453	)		(440	)

Plant, property, and equipment, net	$	893		$	842

F-85

East Stateline Ranch

Notes to Unaudited Condensed Financial Statements

Note 3. Commitments and Contingencies

Environmental Remediation

Litigation

Note 4. Transactions with Affiliates

The East Stateline Ranch has identified certain transactions related to produced water royalty revenues with the Seller during the periods covered by the accompanying unaudited condensed financial statements. The aggregate produced water royalty revenues generated from these transactions amounted to $0.7 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively, and are included within “surface use royalties” on the accompanying statements of operations. Amounts due from the Seller were $0.1 million and $0.4 million as of March 31, 2024 and December 31, 2023, respectively, and are separately presented on the accompanying Unaudited Condensed Balance Sheets.

The following table presents the East Stateline Ranch allocated expenses from the Seller:


	For the Three Months Ended March 31, 2024		For the Three Months Ended March 31, 2023
	(in thousands)
Operating and maintenance expense	$	102	$	76
General and administrative		9		42
Salaries and wages		37		36

Total allocated operating expenses from the Seller	$	148	$	154

Note 5. Concentration of Credit Risk

F-86

LOGO

KPMG LLP

811 Main Street

Houston, TX 77002

Independent Auditors’ Report

The Owners of

Wolf Bone Ranch Partners LLC:

Opinion

We have audited the financial statements of Wolf Bone Ranch Partners LLC (the Company), which comprise the balance sheet as of September 30, 2024, and the related statements of income, changes in net investment, and cash flows for the nine-months then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the nine-months then ended in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 2 to the financial statements, the Company’s business is derived from the financial statements and accounting records of VTX Energy Partners, LLC to reflect the financial position and results of operations of the Company. The financial statements of the Company reflect the assets, liabilities and expenses directly attributable to the Company, as well as allocations deemed reasonable by management, to present the financial position, results of operations, and cash flows of the Company on a stand-alone basis and do not necessarily reflect the financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, stand-alone entity during the period presented. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

F-88

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ KPMG LLP

Houston, Texas

December 11, 2024

F-89

WOLF BONE RANCH PARTNERS, LLC

Balance Sheet

September 30, 2024

(In thousands)


Current assets:
Cash and cash equivalents	$	340
Accounts receivable:
Trade accounts receivable		738
Due from affiliates		—

Total current assets		1,078

Field and other property and equipment, at cost		92,317
Less: accumulated depreciation, depletion, and amortization		(3,978	)

Property and equipment, net		88,339

Total assets	$	89,417

Current liabilities:
Accrued expenses and other current liabilities	$	372
Due to affiliates		—

Total current liabilities		372
Contract liabilities		4,675
Asset retirement obligation		49

Total liabilities		5,097

Members’ equity		—
Net investment		84,320
Retained earnings		—

Total members’ equity		84,320

Total liabilities and net investment	$	89,417

See accompanying notes to financial statements.

F-90

WOLF BONE RANCH PARTNERS, LLC

Income Statement

Nine months ended September 30, 2024

(In thousands)


Revenues:
Saltwater disposal royalties	$	12,196
Right of way		1,972
Sale of freshwater		10,250

Total revenues		24,418

Costs and expenses:
Lease operating expenses		1,325
Workover expenses		375
Depreciation, depletion, and amortization		1,884
Accretion of asset retirement obligations		2
General and administrative expenses		404
Taxes other than on earnings		25

Total costs and expenses		4,016

Net income	$	20,402

See accompanying notes to financial statements.

F-91

WOLF BONE RANCH PARTNERS, LLC

Statement of Cash Flows

Nine months ended September 30, 2024

(In thousands)


Operating activities:
Net income	$	20,402
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, and amortization		1,884
Accretion of asset retirement obligations		2
Changes in operating assets and liabilities:
Accounts receivable		(107	)
Accounts payable		9
Accrued liabilities		346
Other liabilities		(356	)

Net cash used provided by operating activities		22,181

Investing activities:
Purchases of equipment		(68	)

Net cash used in investing activities		(68	)

Financing activities:
Change in net investment		(25,153	)

Net cash used in financing activities		(25,153	)

Net decrease in cash and cash equivalents		(3,040	)
Cash and cash equivalents at beginning of period		3,380

Cash and cash equivalents at end of period	$	340

Supplemental disclosure of noncash activity:
Cash paid for interest		—
Accrued capital expenditures		—

See accompanying notes to financial statements.

F-93

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements

September 30, 2024

(In thousands)

(1)	Organization and Business

Wolf Bone Ranch Partners LLC (WBR or the Company) was incorporated in the State of Texas on September 14, 2010, to produce fresh water for sale to entities engaged in the development of onshore domestic oil and natural gas properties, primarily within the Permian Basin. WBR also earns revenue from royalties from produced water volumes transported on WBR’s surface locations and from other surface use activities related to oil and gas operations conducted on properties owned by the Company.

WBR is a wholly owned subsidiary of WBRP Holdings Sub Parent, LLC which is wholly owned by Delaware Basin Investment Group Intermediate, LLC (DBIG). VTX Energy Partners, LLC (VTX) entered into a Membership Interest Purchase Agreement with DBIG on January 13, 2023, to acquire 100% of the membership interests of DBIG, which also wholly owns a number of affiliated oil and gas companies. The transaction closed on March 14, 2023.

(2)	Summary of Significant Accounting Policies and Basis of Presentation

Accounting policies used by WBR reflect industry practices and conform to accounting principles generally accepted in the U.S. (GAAP). The accompanying financial statements were prepared on a carve-out basis and were derived from the financial statements and accounting records of VTX to reflect the financial position and results of operations of WBR. The accompanying financial statements represent the financial information of a specific entity of VTX and exclude certain assets, liabilities, revenues and expenses of VTX’s other businesses. The historical costs and expenses reflected in the financial statements of WBR include an allocation for certain shared general and administrative expenses. These expenses have been allocated to the WBR financial statements pro-rata based upon revenues, which is considered to be a reasonable reflection of the historical utilization levels of these expenses. For further discussion on these allocations, refer to Note 6, Related Party Transactions. Results of operations presented are for the nine-month period ended September 30, 2024, and are not necessarily indicative of the results of operations for the year ending December 31, 2024.

WBR is dependent upon VTX for all of its working capital as VTX uses a centralized approach to cash management for its operations. Accordingly, none of VTX’s cash at the centralized location has been allocated to the WBR financial statements. Net investment represents VTX’s interest in the recorded net assets of WBR. All significant transactions between WBR and VTX have been included in the accompanying financial statements. Transactions with VTX are reflected in the accompanying Statement of Changes in Net Investment as “change in net investment” and in the accompanying Balance Sheet within “net investment”. Significant accounting policies are discussed below.

(a) Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We use historical experience and various other assumptions and information that are believed to be reasonable under the circumstances in developing our estimates and judgments. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While we believe that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results may differ from these estimates. Changes in estimates are recorded prospectively. Significant assumptions are required in the estimation of asset retirement

F-94

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

obligations (AROs) and in the allocation of certain shared general and administrative expenses. It is possible these estimates could be revised at future dates and these revisions could be material.

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains bank accounts at a financial institution in the United States.

Receivables consist of receivables from the sale of fresh water, surface royalties from the disposal of produced saltwater and surface use contracts.

(d) Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash and cash equivalents are maintained in bank deposit accounts which, at times, may exceed the federally insured limits. Management periodically reviews and assesses the financial conditions of the banks to mitigate the risk of loss.

Accounts receivable is concentrated among operators and purchasers engaged in the energy industry within the United States. WBR periodically assesses the financial condition of these entities and institutions and considers any possible credit risk to be minimal. Management does not believe that the loss of any customer would have a long-term material adverse effect on the Company’s financial position or the results of operations due to the remaining useful life of the oil and gas fields adjacent to WBR’s assets. No reserve for credit losses was recorded at September 30, 2024.

(e) Property and Equipment

The Company has property and equipment that consists principally of land, freshwater wells, water mineral rights, and buildings. Land is recorded at cost and not depreciated. Fresh water wells are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of approximately five years. Water minerals are recorded at their reserve value and depleted using the units of production method. The building is recorded at cost and depreciated on a straight-line basis over the estimated useful life of thirty years. The cost of maintenance and repairs are expensed in the period incurred. Expenditures that extend the life or improve existing property and equipment are capitalized.

Property and equipment are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property. When a triggering event is identified, we compare the carrying amount of the property to the estimated undiscounted cash flows our property and equipment will generate to determine if the carrying amount is recoverable. We perform this analysis on the aggregate value of all assets of a similar type. If the carrying amount exceeds the estimated undiscounted cash flows, we will write down the carrying amount of the asset to fair value. The factors used to determine fair value include, but are not limited to, estimates of future revenues, future production estimates, and discount rates commensurate with the risk associated with realizing the projected cash flows.

As a result of our annual impairment test, we determined that there were no triggering events requiring the evaluation of the recoverability of property and equipment. We did not incur any impairment expense during the nine-month period ended September 30, 2024.

F-95

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

(f) Leases

We record a net operating lease right-of-use (ROU) asset and operating lease liability on the balance sheet for all operating leases with a lease term in excess of 12 months. No ROU assets were recorded as of September 30, 2024.

(g) Income Taxes

The Company is organized as a Texas Limited Liability Company which is disregarded for federal income tax purposes. As a result, the net taxable income of the Company and any related tax credits are reported by the members and are included in their tax returns even though such net taxable income or tax credits may not have actually been distributed. Accordingly, no federal tax provision has been recorded in the Company’s financial statements. The Company is subject to Texas margin tax based on revenue generated from operations within the state. The Company did not record a deferred tax asset or liability related to the Texas margin tax as of September 30, 2024, as the amount was immaterial.

(h) Asset Retirement Obligation

The Company applies the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 410-20, Asset Retirement and Environmental Obligations—Asset Retirement Obligations, to account for estimated future abandonment costs. ASC 410-20 requires legal obligations associated with the retirement of long-lived assets to be recognized at their estimated fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. WBR’s asset retirement obligations primarily represent the present value of the estimated amount the Company will incur to abandon and remediate a water pipeline at the end of its productive life, in accordance with applicable state laws.

(i) Revenue Recognition

Operating Revenues

We hold operated working interests in freshwater assets and in land. We are responsible for the day-to-day management of these assets and the operation as well as negotiations required for transportation and gathering.

We sell fresh water from various centralized facilities and collect revenues based on contractual prices with related parties as well as third parties. We collect saltwater disposal royalties from the saltwater volumes that are transported on our surface for disposal by third parties and by one of our affiliates. We collect revenues from surface use agreements for various utilization of our surface by affiliates and by third parties based on contractual prices.

Performance Obligations

Under product sales contracts and contracts for saltwater disposal royalties, each unit of production generally represents a separate performance obligation. We record revenue for our product sales contracts at the point-in-time control of a product is transferred to the customer. We record revenue for our saltwater disposal royalties at the point-in-time the disposal of saltwater volumes are completed.

Under surface use contracts, payments are received by WBR from third parties at the inception of the contractual period. We record revenue ratably over the period of time agreed upon in the respective surface use contracts. Revenue recognized is included in the Income Statement in revenues from Right of Way. Future revenues to be recognized are shown on the balance sheet as contract liabilities.

F-96

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

At the end of the reporting period, we did not have any unsatisfied performance obligations. Our contracts with customers do not typically include variable consideration and thus our contracts with customers do not require us to constrain variable consideration for accounting purposes.

Revenue is recognized to the extent it is determined that it is probable that a significant reversal will not occur. We record the differences between our revenue estimates and the actual amounts received in the month that payment is received.

(j) Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of environmental remediation costs from third parties that are probable of realization are separately recorded as assets and are not offset against the related environmental liability.

Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs of expected future expenditures for environment remediation obligations are not discounted to their present value.

(k) Recently Issued Accounting Standards

There are no recently issued accounting standards that the Company has not adopted yet and would be applicable to us.

(3)	Property and Equipment

The following table summarizes facilities, infrastructure and other property, plant, and equipment as of September 30, 2024:


			As of September 30, 2024
	(years)		(in thousands)
Freshwater wells		5		12,446
Land		—		37,336
Water mineral rights		—		41,684
Office Buildings		30		851

Field and other property and equipment, at cost				92,317

Less: accumulated depreciation, amortization and impairment				(3,978	)

Field and other property and equipment, net			$	88,339

(4)	Asset Retirement Obligations

The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred, along with a corresponding increase in the carrying amount of the related long-lived asset. The

F-97

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

following table summarizes the activities of the Company’s asset retirement obligations for the period ended September 30, 2024:


	As of September 30, 2024
	(in thousands)
Balance at beginning of period	$	47
Additions		—
Acquisitions		—
Retirements		—
Accretion expense		2
Revisions		—

Balance at end of period		49
Less: current portion		—

Balance at end of period, noncurrent portion	$	49

No settlements of asset retirement obligations occurred during the period ended September 30, 2024.

(5)	Commitments and Contingencies

The Company may, from time to time, be a party to certain lawsuits and claims arising in the ordinary course of business. The outcome of such lawsuits and claims cannot be estimated with certainty and management may not be able to estimate the range of possible losses. The Company records reserves for contingencies when information available indicates that a loss is probable, and the amount of the loss can be reasonably estimated. The Company was not involved in any litigation, claims, or other legal proceedings at September 30, 2024, and as such, there are no liabilities recorded at September 30, 2024 related to loss contingencies.

(6)	Related-Party Transactions

The Company has related party transactions with affiliated entities. These transactions are for revenues from the sale of freshwater, royalties related to disposal of produced water and surface use agreement revenues. The value of these related party revenues are summarized below for the nine-month period ended September 30, 2024.


	For the nine-month period ended September 30, 2024
	(in thousands)
Saltwater disposal royalties	$	11,562
Right of way		674
Sale of freshwater		8,776

	$	21,012

The Company is party to a management services agreement with VTX Energy Operating, LLC, a related party, and other affiliates. Pursuant to the agreement, as of March 14, 2023, the Company receives common management in addition to general and administrative services to support of the Company’s operations. The Company does not pay a fee for services provided to the Company under the agreement. However, general and

F-98

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

The following table sets forth an itemized statement of the amounts of all expenses expected to be incurred by us in connection with the registration of the Class A shares offered and registered hereby. With the exception of the SEC registration fee, the amounts set forth below are estimates.


SEC registration fee	$	516,830.51
Accounting fees and expenses	$	70,000.00
Legal fees and expenses	$	300,000.00
Miscellaneous	$	150,000.00

Total	$	1,036,830.51

Item 14.

Indemnification of Directors and Officers.

We have entered into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law against liabilities, that may arise by reason of such director’s or executive officer’s service to us. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee, subject to certain exceptions. We intend to enter into indemnification agreements with our future directors and/or executive officers.

We have purchased, and will maintain, customary insurance covering our officers and directors against various liabilities asserted, including certain liabilities arising under the Securities Act and the Exchange Act, and expenses incurred in connection with their activities and capacity as our officers and directors or any of our direct or indirect subsidiaries.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15.

Recent Sales of Unregistered Securities.

Initial Public Offering and Corporate Reorganization

On September 27, 2023, in connection with the formation of LandBridge Company LLC, we issued a 100.0% limited liability company interest in us to NDB LLC. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act. These shares were cancelled in connection with the Corporate Reorganization. There have been no other sales of unregistered securities within the past three years.

In connection with the Corporate Reorganization that was completed in connection with the IPO, we issued 57,500,000 Class B shares, representing, at such time, an aggregate 79.9% non-economic limited liability

II-1

company interest in us, to LandBridge Holdings. Such issuance did not involve any underwriters, underwriting discounts or commissions or a public offering, and such issuance was exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act.

IPO Concurrent Private Placement

On June 27, 2024, we entered into a common share purchase agreement with an accredited investor pursuant to which such investor purchased 750,000 Class A shares at price of $17.00 per Class A share in a private placement that closed concurrently with the IPO resulting in net proceeds of approximately $12.5 million after deducting fees to the placement agent and other expenses payable by the Company in connection with the IPO Concurrent Private Placement. Goldman Sachs & Co. LLC served as placement agent in connection with the IPO Concurrent Private Placement. After deducting underwriting discounts and commissions, we received net proceeds of approximately $270.9 million from the IPO and the IPO Concurrent Private Placement. We contributed all of the net proceeds from the IPO Concurrent Private Placement to OpCo in exchange for OpCo Units, and OpCo used such net proceeds, together with net proceeds from the IPO and the exercise of the underwriters’ over-allotment option, to repay outstanding indebtedness and make a distribution to existing unitholders. The Class A shares issued in connection with the IPO Concurrent Private Placement were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The accredited investor is an accredited investor for purposes of Rule 501 of Regulation D.

December Private Placement

On November 18, 2024, we entered into common share purchase agreements with certain accredited investors pursuant to which such investors purchased an aggregate 5,830,419 Class A shares from us at $60.03 per share in a private placement that closed on December 19, 2024, resulting in net proceeds of approximately $338.4 million after deducting fees to the placement agent and other expenses payable by the Company in connection with the December Private Placement. We used approximately $200.0 million of the net proceeds from the December Private Placement to partially fund the Wolf Bone Acquisition, and used approximately $150.0 million of such net proceeds, less private placement fees, to purchase 2,498,751 OpCo Units (along with the cancellation of a corresponding number of Class B shares) from by LandBridge Holdings. The Class A shares issued in connection with the December Private Placement were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Each accredited investor is an accredited investor for purposes of Rule 501 of Regulation D.

Item 16.

Exhibits and Financial Statement Schedules.

(a)

Exhibits

The following documents are filed as exhibits to this registration statement:


Exhibit Number		Description

2.1#		Purchase and Sale Agreement, dated as of November 18, 2024, by and between Wolf Bone Ranch Partners LLC, as seller, and DBR Land LLC, as purchaser (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on November 22, 2024).

3.1		Certificate of Formation of LandBridge Company LLC (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on May 31, 2024).

3.2		First Amended and Restated Limited Liability Company Agreement of LandBridge Company LLC (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on July 3, 2024).

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Exhibit Number		Description

4.1		Registration Rights Agreement, dated as of July 1, 2024, by and among LandBridge Company LLC and LandBridge Holdings LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on July 3, 2024).

4.2		Registration Rights Agreement, dated as of December 19, 2024, by and among LandBridge Company LLC and each of the other signatories thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on December 23, 2024).

*5.1		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.

10.1†		LandBridge Company LLC Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on July 3, 2024).

10.2†		Form of Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on July 16, 2024).

10.3		DBR Land Holdings LLC Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on July 3, 2024).

10.4		Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on October 4, 2024).

10.5†		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on June 7, 2024.

10.6		Shareholder’s Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-42150), as amended, filed with the SEC on July 3, 2024).

10.7		Master Reorganization Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-42150), as amended, filed with the SEC on July 3, 2024).

10.8		Amended and Restated Services Agreement, dated effective February 27, 2019, by and among WaterBridge Resources LLC, WaterBridge Management Company LLC, WaterBridge Co-invest LLC, WaterBridge Holdings LLC, each of the entities listed on Schedule I thereto, each of the entities listed on Schedule II thereto and each of the entities listed on Schedule III thereto (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on May 31, 2024).

10.9		Credit Agreement, dated as of July 3, 2023, by and between DBR Land LLC, as borrower, the guarantors from time to time party thereto, Texas Capital Bank, as administrative agent and letter of credit issuer, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on May 31, 2024).

10.10		First Amendment to Credit Agreement, dated as of May 10, 2024, by and between DBR Land LLC, as borrower, the guarantors listed therein, Texas Capital Bank, as administrative agent and letter of credit issuer, and the lenders party thereto (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on May 31, 2024).

10.11		Second Amendment to Credit Agreement, dated as of November 4, 2024, among DBR Land LLC, as borrower, the guarantors party thereto, Texas Capital Bank, as administrative agent and letter of credit issuer, and the lenders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 10-Q (File No. 001-42150) filed with the SEC on November 7, 2024).

II-3


Exhibit Number		Description

10.12#		Water Facility and Access Agreement, by and between DBR Land LLC and WaterBridge Stateline LLC, dated as of October 15, 2021 (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on June 26, 2024).

10.13#		Produced Water Facilities and Access Agreement, by and between DBR Land LLC, Delaware Basin Ranches Inc., WaterBridge Stateline LLC and Texas Pacific Resources LLC, dated as of March 8, 2022 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on June 26, 2024).

10.14#		Produced Water Facilities and Access Agreement (East Ranch), by and between DBR Land LLC and WaterBridge Stateline LLC, dated as of May 10, 2024 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on June 26, 2024).

10.15#		Fresh Water Facilities and Access Agreement (East Ranch), by and between DBR Land LLC and WaterBridge Stateline LLC, dated as of May 10, 2024 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on June 26, 2024).

10.16#		Form of Common Shares Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42150) filed with the SEC on November 22, 2024).

*21.1		List of subsidiaries of LandBridge Company LLC.

*23.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm to DBR Land Holdings LLC.

*23.2		Consent of Weaver and Tidwell, L.L.P., independent auditors to East Stateline Ranch.

*23.3		Consent of KPMG LLP, independent auditors to Wolf Bone Ranch Partners LLC.

*23.4		Consent of W.D. Von Gonten & Company.

*23.5		Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto).

*24.1		Power of Attorney (included on the signature page of this registration statement).

99.1		Report of W.D. Von Gonten & Company, independent reserve engineer, as of December 31, 2022 (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on June 26, 2024).

99.2		Report of W.D. Von Gonten & Company, independent reserve engineer, as of December 31, 2023 (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1 (File No. 333-279893) filed with the SEC on June 26, 2024).

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*107		Calculation of Filing Fee Table.

*	Filed herewith.

†	Management contract or compensatory plan or arrangement.

#	Certain confidential information contained in this agreement has been omitted because it is both (i) not material and (ii) the type of information that the Company treats as private or confidential.

II-4

(b)	Financial Statement Schedules

See the index to the financial statements included on page F-1 for a list of the financial statements included in this registration statement.

Item 17.

Undertakings.

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or, as to a registration statement on Form S-3, is contained in a form of prospectus filed pursuant to Rule 424(b) of the Securities Act that is a part of the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

if the registrant is relying on Rule 430B of the Securities Act:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of

II-5

securities in the offering described in the prospectus. As provided in Rule 430B of the Securities Act, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 30, 2024.


LandBridge Company LLC

By:		/s/ Jason Long
Name:		Jason Long
Title:		President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints Scott L. McNeely and Harrison Bolling, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated below on December 30, 2024.


Name		Title

/s/ Jason Long		President and Chief Executive Officer (Principal Executive Officer); Director
Jason Long

/s/ Scott L. McNeely		Executive Vice President, Chief Financial Officer
Scott L. McNeely		(Principal Financial Officer)

/s/ Jason Williams		Executive Vice President, Chief Administrative Officer
Jason Williams		(Principal Accounting Officer)

/s/ David Capobianco		Director, Chairman of the Board
David Capobianco

/s/ Matthew Morrow		Director
Matthew Morrow

/s/ Frank Bayouth		Director
Frank Bayouth

/s/ Ben Moore		Director
Ben Moore

II-7


LandBridge Company LLC
Unaudited Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023			F-3
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023			F-4
Unaudited Condensed Consolidated Statements of Shareholders’ and Member’s Equity for the Three and Nine Months Ended September 30, 2024 and 2023			F-5
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023			F-6
Notes to the Unaudited Condensed Consolidated Financial Statements			F-7

Unaudited Pro Forma Condensed Consolidated Financial Statements
Introduction			F-25
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2024			F-27
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2024			F-28
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2023			F-29
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements			F-30

DBR Land Holdings LLC
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 34)			F-36
Consolidated Balance Sheets as of December 31, 2023 and 2022			F-37
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022			F-38
Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, 2023 and 2022			F-39
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022			F-40
Notes to the Consolidated Financial Statements			F-41

East Stateline Ranch
Report of Independent Auditor (PCAOB ID Number 410)			F-67
Financial Statements:
Balance Sheets as of December 31, 2023 and December 31, 2022			F-69
Statements of Operations for the Years Ended December 31, 2023 and 2022			F-70
Statements of Changes of Net Investment as of January 1, 2022, December 31, 2022 and December 31, 2023			F-71
Statements of Cash Flows for the Years Ended December 31, 2023 and 2022			F-72
Notes to Financial Statements			F-73

Unaudited Condensed Financial Statements:
Unaudited Condensed Balance Sheets as of March 31, 2024 and December 31, 2023			F-79
Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023			F-80
Unaudited Condensed Statements of Changes of Net Investment as of January 1, 2023, March 31, 2024, January 1, 2024 and March 31, 2024			F-81
Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023			F-82
Unaudited Condensed Notes to Unaudited Condensed Financial Statements			F-83


	Total Member’s Equity
Balance at January 1, 2022	$	169,944
Contribution from member		10,976
Distribution to member		(1,135	)
Deemed non-cash capital contributions		36,535
Net loss		(6,361	)

Balance at December 31, 2022	$	209,959

Distribution to member		(105,165	)
Deemed non-cash capital distributions		(17,219	)
Net income		63,172

Balance at December 31, 2023	$	150,747


	Net Investment
	(in thousands)
Balance – January 1, 2022	$	11,502
Change in net investment		(17 178	)
Net income		17,440

Balance – December 31, 2022		11,764
Change in net investment		(18 447	)
Net income		19,502

Balance – December 31, 2023	$	12,819


	Net Investment
	(in thousands)
Balance – January 1, 2023	$	11,764
Change in net investment		(4,256	)
Net income		4,272

Balance – March 31, 2023	$	11,780

Balance – January 1, 2024	$	12,819
Change in net investment		(6,384	)
Net income		5,866

Balance – March 31, 2024	$	12,301


	Net Investment
Balance – December 31, 2023	$	89,071
Change in net investment		(25,153	)
Net income		20,402

Balance – September 30, 2024	$	84,320


Name		Title

/s/ Kara Goodloe Harling		Director
Kara Goodloe Harling

/s/ Charles Watson		Director
Charles Watson

/s/ Ty Daul		Director
Ty Daul

/s/ Valerie P. Chase		Director
Valerie P. Chase

/s/ Andrea Nicolás		Director
Andrea Nicolás