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 reflect 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, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). 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 IPO reflect the financial statements of OpCo and its subsidiaries. Periods subsequent to the IPO closing on July 1, 2024, reflect the financial statements of the consolidated Company, including LandBridge, OpCo and its subsidiaries.

Results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2025.

Adjustment of Previously Issued Financial Statements

Subsequent to the issuance of the Company’s Consolidated Financial Statements filed in our Annual Report on Form 10-K for the period ended December 31, 2024 and our Quarterly Report on Form 10-Q for the period ended March 31, 2025, the Company identified two errors in connection with its December 2024 private placement of Class A shares and the corresponding purchase of 2,498,751 OpCo Units from LandBridge Holdings, along with the cancellation of a corresponding number of Class B shares held by LandBridge Holdings. The Company did not correctly rebalance the carrying amount of the non-controlling interest (“NCI”) to reflect the ownership change at OpCo in connection with the December 2024 purchase of OpCo Units, resulting in an understatement of the NCI amount and an overstatement of the Class A amount of $253.2 million, respectively, on the consolidated balance sheets and the consolidated statement of shareholders’ and member’s equity as of December 31, 2024. Further, a cancellation of OpCo Units occurred during the three months ended March 31, 2025 resulting in an overstatement of the NCI and an understatement of the Class A amount for that period. Additionally, the Company did not reflect the deferred tax asset generated from the step-up in tax basis associated with the December 2024 purchase of OpCo Units, resulting in an understatement of deferred tax assets and Class A amount of $29.0 million, respectively, on the consolidated balance sheets and consolidated statement of shareholders’ and member’s equity as of December 31, 2024.

We assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99 and Staff Accounting Bulletin No. 108, and concluded the error was not material to any of our previously-issued quarterly or annual financial statements. However, we determined that it was appropriate to revise the applicable items in our previously-issued

financial statements. The adjustment to deferred tax assets of $29.0 million adjusts the investment in partnership amount within Note 7 — Income Taxes of the Company’s consolidated financial statements contained in the 2024 Form 10-K. The error has no impact on the results of operations in our previously reported consolidated statements of operations, including net (loss) income or net income per share of Class A shares, or to cash flows in our previously reported consolidated statements of cash flows. The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported consolidated financial statements:


Consolidated Balance Sheets	December 31, 2024
(in thousands)	As Previously Reported		Adjustment			As Adjusted
Deferred tax assets	$	411	$	29,005		$	29,416
Total non-current assets		950,159		29,005			979,164
Total assets		1,003,474		29,005			1,032,479

Class A shares, unlimited shares authorized and 23,255,419 shares issued and outstanding as of December 31, 2024. None authorized, issued or outstanding as of December 31, 2023.		432,663		(224,236	)		208,427
Total shareholders’ equity attributable to LandBridge Company LLC		436,012		(224,236	)		211,776
Noncontrolling interest		172,054		253,241			425,295
Total shareholders’ and member’s equity		608,066		29,005			637,071
Total liabilities and equity		1,003,474		29,005			1,032,479


Consolidated Balance Sheets	March 31, 2025 (Unaudited)
(in thousands)	As Previously Reported		Adjustment			As Adjusted
Deferred tax assets	$	72	$	29,005		$	29,077
Total non-current assets		964,506		29,005			993,511
Total assets		1,008,100		29,005			1,037,105

Class A shares, unlimited shares authorized and 23,255,419 shares issued and outstanding as of March 31, 2025 and December 31, 2024.		432,881		(223,376	)		209,505
Total shareholders’ equity attributable to LandBridge Company LLC		440,345		(223,376	)		216,969
Noncontrolling interest		180,312		252,381			432,693
Total shareholders’ equity		620,657		29,005			649,662
Total liabilities and equity		1,008,100		29,005			1,037,105


Consolidated Statements of Shareholders’ and Member’s Equity	Class A Amount								Non-controlling interest amount						Total Shareholders’ and Member’s Equity
(in thousands)	As Previously Reported		Adjustment			As Adjusted			As Previously Reported		Adjustment		As Adjusted		As Previously Reported		Adjustment		As Adjusted
Changes in ownership interest adjustment	$	-	$	(253,241	)	$	(253,241	)	$	-	$	253,241	$	253,241	$	-	$	-	$	-
Tax impact of interest adjustment		-		29,005			29,005			-		-		-		-		29,005		29,005
Balance at December 31, 2024		432,663		(224,236	)		208,427			172,054		253,241		425,295		608,066		29,005		637,071


Consolidated Statements of Shareholders’ Equity	Class A Amount							Non-controlling interest amount								Total Shareholders’ Equity
(in thousands)	As Previously Reported		Adjustment			As Adjusted		As Previously Reported		Adjustment			As Adjusted			As Previously Reported		Adjustment		As Adjusted
Balance at January 1, 2025	$	432,663	$	(224,236	)	$	208,427	$	172,054	$	253,241		$	425,295		$	608,066	$	29,005	$	637,071
Changes in ownership interest adjustment		-		860			860		-		(860	)		(860	)		-		-		-
Balance at March 31, 2025		432,881		(223,376	)		209,505		180,312		252,381			432,693			620,657		29,005		649,662

Consolidation

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. The noncontrolling interest is subject to change in connection with various equity transactions such as issuances of Class A shares, the redemption of Class B shares (and corresponding OpCo Units) for Class A shares, or the cancellation of Class B shares (and corresponding OpCo Units).

Segment Information

The Company operates in a single operating and reportable segment. All of our long-lived assets are located in the United States. 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 (“CODM”) in making decisions on how to allocate resources and assess performance. The Company’s one segment approach is consistent with the reporting structure of the Company’s internal organization, as well as with the financial information used by the Company’s CODM. The Company’s CODM is the Chief Executive Officer who allocates resources and assesses performance based upon financial information at the consolidated level. The financial measure regularly provided to the CODM that is most consistent with GAAP is net income (loss), as presented on our consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets. The Company presents all of its significant segment expenses and other metrics as used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in our Financial Statements.

Significant Accounting Policies

As of June 30, 2025, the Company’s significant accounting policies are consistent with those discussed in Note 2 — Summary of Significant Accounting Policies of its consolidated financial statements contained in the 2024 Form 10-K. There were no significant updates or revisions to our accounting policies during the three and six months ended June 30, 2025.

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:

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Level 1: Quoted market prices in active markets for identical assets or liabilities.

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Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

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Level 3: Unobservable inputs that are not corroborated by market data.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, net of current expected credit losses, and accounts payable and accrued liabilities reported on the condensed consolidated balance sheets 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 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.

Recent Accounting Pronouncements

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 comply with the disclosure requirements when it becomes effective for our 2025 annual report. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). This guidance requires tabular disclosure of specified natural expenses in certain expense captions, a qualitative description of amounts that are not separately disaggregated, and disclosure of the Company's definition and total amount of selling expenses. We plan to adopt this guidance and comply with the disclosure requirements when it becomes effective for annual periods beginning after December 15, 2026. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.

LandBridge Co LLC 10-Q