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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42150

LandBridge Company LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	93-3636146
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5555 San Felipe Street, Suite 1200 Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

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

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A shares, representing limited liability company interests	LB	New York Stock Exchange
		NYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2025, the registrant had 25,338,199 Class A shares and 51,750,916 Class B shares, outstanding.

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION Glossary		3
Cautionary Note Regarding Forward Looking Statements		5
Item 1.	Financial Statements (Unaudited)	7
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations	8
	Condensed Consolidated Statements of Shareholders’ and Member’s Equity	9
	Condensed Consolidated Statements of Cash Flows	11
	Notes to the Unaudited Condensed Consolidated Financial Statements	12
	1. Organization and Nature of Operations	12
	2. Summary of Significant Accounting Policies	12
	3. Asset Acquisitions	15
	4. Property, Plant and Equipment	16
	5. Income Taxes	16
	6. Debt	17
	7. Shareholders’ and Member’s Equity	19
	8. Share-Based Compensation	20
	9. Earnings Per Share	22
	10. Related Party Transactions	23
	11. Subsequent Events	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
	Signatures	44

GLOSSARY

The following are abbreviations and definitions of certain terms used in this document, many of which are commonly used in the industry:

1918 Acquisition. The acquisition of approximately 37,500 total acres across Reeves, Loving, Winkler and Ward counties, Texas, and certain related assets from 1918 Ranch & Royalty, LLC.

Bbl. One barrel of volume used for measuring oil.

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.

Brackish water. Water with salinity levels between seawater and freshwater.

Completion. The process of preparing a well for the production of oil and gas by injecting high-pressure fluids mixed with proppants to create fractures in reservoir rock to enhance permeability.

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.

Delaware Basin. A geological depositional and structural basin in West Texas and southern New Mexico, which is a part of the Permian Basin.

Division. The plan of division dividing NDB LLC into two Delaware limited liability companies, NDB LLC and LandBridge Holdings, pursuant to which the holders of NDB Incentive Units were issued an identical number of equity interests in LandBridge Holdings, including Incentive Units at LandBridge Holdings.

E&P companies. Oil and natural gas exploration and production companies, including producers and/or operators.

Five Point. Five Point Infrastructure LLC, a Delaware limited liability company and our legacy financial sponsor.

GAAP. Accounting principles generally accepted in the United States of America.

Incentive Units. Management incentive units consisting of time-based awards of profits interests in LandBridge Holdings.

LandBridge. LandBridge Company LLC, a Delaware limited liability company.

LandBridge Holdings. LandBridge Holdings LLC, a Delaware limited liability company and portfolio company of funds affiliated with Five Point that owns 100% of our Class B shares.

MBbls. One thousand barrels.

MBbl/d. One thousand barrels 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.

MMcf. One million cubic feet of natural gas.

NDB Incentive Units. Incentive units consisting of time-based awards of profits interests in NDB LLC granted to certain individuals prior to the Division.

NDB LLC. WaterBridge NDB LLC, a Delaware limited liability company and portfolio company of funds affiliated with Five Point.

NGL. Natural gas liquid.

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.

Permian Basin. A large sedimentary basin located in West Texas and southeastern New Mexico with significant historical and current oil and gas exploration and production activity.

Produced water. Water produced from an oil and natural gas well alongside crude oil and natural gas.

Produced water handling facilities. Facilities utilized for the treatment, handling and disposal of produced water.

Rod. A rod is a unit of measure of 16.5 feet that is measured in linear feet.

Royalty. A real property interest that entitles the owner the right to receive a portion of the production (or the proceeds therefrom) produced from the underlying real property or a payment for the use of such underlying real property, and does not require the owner to pay any portion of the production or development costs.

WaterBridge. WaterBridge Infrastructure LLC, a Delaware limited liability company (NYSE: WBI), and its subsidiaries.

WTI. West Texas Intermediate, a grade of crude oil commonly used in reference to pricing for crude oil.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, 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 Quarterly Report, words such as “assume,” “could,” “would,” “should,” “will,” “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 entitled “Risk Factors” included elsewhere in this Quarterly Report and each of the other factors set forth in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), and in other reports filed with the United States Securities and Exchange Commission (the “SEC”). 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 Quarterly Report 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, but are not limited to, statements about:

•

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

•

the success of WaterBridge in executing its business strategies, including its 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 political instability or armed conflict in oil and natural gas producing regions, including the Russia-Ukraine war, as well as heightened tensions in the Middle East, actions relating to oil price and production controls by the members of the Organization of Petroleum Exporting Countries (“OPEC”), Russia and other allied producing countries, such as announcements of potential changes to oil production levels;

•

the effects of a prolonged U.S. federal government shutdown;

•

our reliance on a limited number of customers and a particular region for substantially all of our revenues, including the potential consolidation of such customers within such region;

•

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 and to successfully implement our growth plans and manage any resultant growth;

•

the costs associated with our acquisitions, including the 1918 Acquisition, and the risk that we may not be able to integrate and/or realize the anticipated benefits therefrom;

•

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

•

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 customers’ ability to obtain necessary supplies, raw materials and other critical components on a timely basis, or at all, including any impacts presented by imposed or potential tariffs and any reactions thereto in international trade;

•

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;

•

our and our customers’ liquidity and ability to access the capital markets on favorable terms, or at all, which depends on general market conditions, including the impact of inflation, tariffs and international trade, interest rates and related governmental policies;

•

condemnation proceedings affecting our land or our customers’ ability to access our lands;

•

our customers’ ability to obtain rights from neighboring landowners on economic terms, or at all, to gain access to our land or transport resources such as sand and brackish water, away from our land, to their point of end use;

•

uncertainty surrounding potential foreign, federal, state or local legal, regulatory and policy changes, such as with respect to energy production, taxes, imposed or proposed tariffs and foreign trade policies, safety and surface uses, as well as the potential for general market volatility and regulatory uncertainty;

•

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;

•

title defects in the acreage that we acquire;

•

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

•

our ability to recruit and retain key management and other personnel and the allocation of resources between LandBridge and WaterBridge;

•

changes in laws and regulations (or the interpretation thereof), such as the One Big Beautiful Bill Act (the “BBB Act”), including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, data privacy, taxation or emissions, leasing, permitting or drilling and various other environmental matters;

•

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;

•

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

•

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 or service providers, insider or others with authorized access, cyber or phishing-attacks, ransomware, social engineering, physical breaches or other actions.

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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A shares are described under “Risk Factors,” included in our 2024 Form 10-K. This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC. Should one or more of the risks or uncertainties described in this Quarterly Report 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.

All forward-looking statements, expressed or implied, included in this Quarterly Report 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 may otherwise be 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 Quarterly Report.

Item 1. Financial Statements (Unaudited)

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	September 30,		December 31,
	2025		2024
Current assets:
Cash and cash equivalents	$	28,316	$	37,032
Accounts receivable, net		19,669		12,544
Related party accounts receivable		4,564		2,111
Prepaid expenses and other current assets		4,821		1,628
Total current assets		57,370		53,315

Non-current assets:
Property, plant and equipment, net		917,975		902,742
Intangible assets, net		41,845		45,265
Deferred tax assets		59,116		29,416
Other assets		1,614		1,741
Total non-current assets		1,020,550		979,164
Total assets	$	1,077,920	$	1,032,479

Liabilities and equity
Current liabilities:
Accounts payable	$	637	$	489
Taxes payable		702		2,286
Related party accounts payable		902		686
Accrued liabilities		7,322		7,185
Current portion of long-term debt		924		424
Deferred revenue		2,238		1,221
Other current liabilities		1,094		2,119
Total current liabilities		13,819		14,410

Non-current liabilities:
Long-term debt, net of debt issuance costs		366,081		380,815
Other long-term liabilities		192		183
Total non-current liabilities		366,273		380,998
Total liabilities		380,092		395,408

Class A shares, unlimited shares authorized and 25,337,028 shares issued and outstanding as of September 30, 2025. Unlimited shares authorized and 23,255,419 shares issued and outstanding as of December 31, 2024		254,007		208,427
Class B shares, unlimited shares authorized and 51,093,505 shares issued and outstanding as of September 30, 2025. Unlimited shares authorized and 53,227,852 shares issued and outstanding as of December 31, 2024		-		-
Retained earnings		17,981		3,349
Total shareholders’ equity attributable to LandBridge Company LLC		271,988		211,776
Noncontrolling interest		425,840		425,295
Total shareholders’ equity		697,828		637,071
Total liabilities and equity	$	1,077,920	$	1,032,479

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025		2024
Revenues:
Surface use royalties	$	8,235		$	4,227		$	27,775	$	9,129
Surface use royalties - Related party		10,152			5,627			24,743		11,902
Easements and other surface-related revenues		15,840			5,176			36,552		15,018
Easements and other surface-related revenues - Related party		807			1,465			6,388		4,224
Resource sales		4,501			4,874			17,122		11,908
Resource sales - Related party		731			57			1,098		329
Resource royalties		3,929			2,686			11,927		6,803
Resource royalties - Related party		1,604			1,472			5,558		2,579
Oil and gas royalties		3,332			2,903			9,452		11,563
Other		1,700			-			1,700		-
Total revenues		50,831			28,487			142,315		73,455

Resource sales-related expense		438			423			1,384		1,739
Other operating and maintenance expense		1,160			708			3,349		1,837
General and administrative expense		15,864			22,131			45,356		98,114
Depreciation, depletion, amortization and accretion		2,584			2,038			7,730		6,294
Other operating (income) expense, net		(100	)		-			71		-
Operating income (loss)		30,885			3,187			84,425		(34,529	)

Interest expense, net		7,889			7,071			23,745		16,235
Other income		-			-			-		(241	)
Income (loss) from operations before taxes		22,996			(3,884	)		60,680		(50,523	)
Income tax expense (benefit)		2,705			(1,128	)		6,455		(890	)
Net income (loss)		20,291		$	(2,756	)		54,225	$	(49,633	)
Net loss prior to the IPO		-			-			-		(46,877	)
Net income (loss) attributable to noncontrolling interest		12,184			(5,412	)		32,153		(5,412	)
Net income attributable to LandBridge Company LLC	$	8,107		$	2,656		$	22,072	$	2,656

Net income (loss) per share of Class A shares
Basic	$	0.31		$	0.15		$	0.89
Diluted	$	0.26		$	(0.04	)	$	0.70
Weighted average shares outstanding of Class A shares
Basic		25,335,054			17,425,000			24,227,677
Diluted		76,518,549			73,151,603			76,459,219

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(unaudited)



	Class A					Class B					Retained Earnings			Non- controlling Interest			Total Shareholders’ Equity
	Shares		Amount			Shares			Amount		Amount			Amount			Amount
Balance at January 1, 2025		23,255,419	$	208,427			53,227,852		$	-	$	3,349		$	425,295		$	637,071
Net income		-		-			-			-		6,464			8,995			15,459
Deemed non-cash contributions		-		-			-			-		-			8,945			8,945
RSU share-based compensation expense		-		668			-			-		-			1,527			2,195
Cancellation of Class B shares		-		-			(34,674	)		-		-			-			-
Tax distributions		-		-			-			-		-			(5,821	)		(5,821	)
Dividends and distributions		-		-			-			-		(2,326	)		(5,336	)		(7,662	)
RSU dividend equivalent rights		-		-			-			-		(23	)		(52	)		(75	)
Changes in ownership interest adjustment		-		860			-			-		-			(860	)		-
Offering costs		-		(450	)		-			-		-			-			(450	)
Balance at March 31, 2025		23,255,419	$	209,505			53,193,178		$	-	$	7,464		$	432,693		$	649,662
Net income		-		-			-			-		7,502			10,973			18,475
Deemed non-cash contributions		-		-			-			-		-			9,044			9,044
RSU share-based compensation expense		-		715			-			-		-			1,512			2,227
Redemption of Class B shares for Class A shares		1,900,000		-			(1,900,000	)		-		-			-			-
Cancellation of Class B shares		-		-			(79,686	)		-		-			-			-
Tax distributions		-		-			-			-		-			(16,650	)		(16,650	)
Dividends and distributions		-		-			-			-		(2,515	)		(5,124	)		(7,639	)
RSU dividend equivalent rights		-		-			-			-		(25	)		(51	)		(76	)
Changes in ownership interest adjustment		-		13,880			-			-		-			(13,880	)		-
Tax impact of ownership interest adjustment		-		30,123			-			-		-			-			30,123
Offering costs		-		(201	)		-			-		-			-			(201	)
Balance at June 30, 2025		25,155,419	$	254,022			51,213,492		$	-	$	12,426		$	418,517		$	684,965
Net income		-		-			-			-		8,107			12,184			20,291
Deemed non-cash contributions		-		-			-			-		-			9,144			9,144
RSU share-based compensation expense		-		689			-			-		-			1,392			2,081
Class A Shares issued on vesting of RSUs, net of shares withheld for tax		181,609		(5,728	)		-			-		-			-			(5,728	)
Cancellation of Class B shares		-		-			(119,987	)		-		-			-			-
Tax distributions		-		-			-			-		-			(7,140	)		(7,140	)
Dividends and distributions		-		-			-			-		(2,534	)		(5,121	)		(7,655	)
RSU dividend equivalent rights		-		-			-			-		(18	)		(37	)		(55	)
Changes in ownership interest adjustment		-		3,099			-			-		-			(3,099	)		-
Tax impact of ownership interest adjustment		-		1,843			-			-		-			-			1,843
Offering costs		-		82			-			-		-			-			82
Balance at September 30, 2025		25,337,028	$	254,007			51,093,505		$	-	$	17,981		$	425,840		$	697,828

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(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 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 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 IPO		(296,442	)		17,425,000		94,126		55,726,603		-		-		301,023			98,707
Deemed non-cash contributions subsequent to reorganization		-			-		-		-		-		-		9,830			9,830
RSU 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

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities
Net income (loss)	$	54,225		$	(49,633	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		7,730			6,294
Amortization of debt issuance costs		1,619			1,177
Share-based compensation		33,636			84,196
Deferred income tax expense (benefit)		2,265			(1,276	)
Other		5			-
Changes in operating assets and liabilities:
Accounts receivable		(7,130	)		1,640
Related party accounts receivable		(2,452	)		(1,124	)
Prepaid expenses and other assets		(3,906	)		(341	)
Accounts payable		65			(50	)
Related party accounts payable		216			51
Deferred revenue		1,017			166
Accrued liabilities and other liabilities		(565	)		(387	)
Taxes payable		1,432			(5	)
Net cash provided by operating activities		88,157			40,708

Cash flows from investing activities
Acquisitions		(18,767	)		(431,260	)
Capital expenditures		(2,496	)		(761	)
Proceeds from disposal of assets		210			-
Net cash used in investing activities		(21,053	)		(432,021	)

Cash flows from financing activities
Proceeds from issuance of Class A shares, net of underwriting discounts and fees		-			278,263
Taxes paid related to net share settlement of RSUs		(5,728	)		-
Contributions from member		-			120,000
Dividends, dividend equivalents, and distributions paid		(52,773	)		(170,854	)
Proceeds from term loan		-			265,000
Repayments on term loan		(5,750	)		(93,750	)
Proceeds from revolver		15,000			15,000
Repayments on revolver		(25,000	)		(35,000	)
Debt issuance costs		(55	)		(3,437	)
Offering costs		(1,110	)		(6,997	)
Other		(404	)		(318	)
Net cash (used in) provided by financing activities		(75,820	)		367,907
Net decrease in cash and cash equivalents		(8,716	)		(23,406	)
Cash and cash equivalents - beginning of period		37,032			37,823
Cash and cash equivalents - end of period	$	28,316		$	14,417

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Organization and Nature of Operations

LandBridge Company LLC (the “Company,” “LandBridge,” “we,” “our” or “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 (the “IPO”) that occurred on July 1, 2024. 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 IPO.

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 and around the Delaware Basin across Andrews, Loving, Reeves, Pecos and Winkler Counties in Texas and Eddy and Lea Counties in New Mexico and we own oil and natural gas mineral interests in Loving and Reeves Counties, Texas.

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 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”). When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation. 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, 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, 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

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

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

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)


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 OpCo Units (and corresponding cancellation of an equivalent number of Class B shares) for Class A shares, or the cancellation of OpCo Units (and corresponding cancellation of an equivalent number of Class B shares) in lieu of the payment of a tax distribution by OpCo to the Company in excess of the Company’s tax obligation for a given quarter.

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 condensed consolidated statements of operations. The measure of segment assets is reported on the condensed 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 September 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 nine months ended September 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:

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

•

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 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 Not Yet Adopted

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.

Asset Acquisitions

On February 25, 2025, the Company acquired approximately 3,000 surface acres in Lea County, New Mexico, from a private third-party seller for total cash consideration of $17.1 million inclusive of $0.4 million in transaction costs. The purchase consideration was all attributed to land value.

On April 11, 2025, the Company acquired approximately 800 surface acres in Reeves County, Texas, from a private third-party seller for total cash consideration of $0.7 million, inclusive of $0.1 million in transaction costs. The purchase consideration was all attributed to land value.

During the nine months ended September 30, 2025, the Company paid approximately $1.0 million related to accrued costs for acquisitions completed in 2024.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Property, Plant and Equipment

As of September 30, 2025 and December 31, 2024, property, plant and equipment, net of accumulated depreciation and depletion consisted of the following:


	September 30,			December 31,
	2025			2024
Oil and natural gas properties
Proved	$	36,177		$	36,068
Unproved		2,934			3,043
Total oil and natural gas properties		39,111			39,111
Land and land improvements		872,363			855,092
Water wells, pipelines, facilities, ponds and related equipment		21,496			21,109
Buildings, vehicles, equipment, furniture and other		5,187			5,162
Construction in progress		1,834			14
		939,991			920,488
Less: accumulated depreciation and depletion		(22,016	)		(17,746	)
Total property, plant and equipment, net	$	917,975		$	902,742

Depreciation expense and depletion expense for the three and nine months ended September 30, 2025 and 2024 are shown in the following table:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Depreciation expense	$	761	$	638	$	2,308	$	1,881
Depletion expense		683		816		2,002		2,649
Total depreciation and depletion expense	$	1,444	$	1,454	$	4,310	$	4,530

Income Taxes

Our predecessor, OpCo, is a Delaware limited liability company treated as a partnership and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income in our historical financial statements does not reflect the tax expense we would have incurred if we were subject to U.S. federal income tax at an entity level during the periods prior to the IPO. 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.

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 calculation of our effective tax rate was as follows for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Income (loss) before income taxes	$	22,996		$	(3,884	)	$	60,680		$	(50,523	)
Income tax expense (benefit)	$	2,705		$	(1,128	)	$	6,455		$	(890	)
Effective tax rate		11.76	%		29.04	%		10.64	%		1.76	%

The effective tax rates for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024 differed from the statutory rate of 21.0% primarily due to the impact of the noncontrolling interest. The effective tax rate for the nine

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

months ended September 30, 2024, was lower than the statutory rate of 21% primarily due to pre-IPO activities, during which the Company was not subject to federal income tax.

On May 23, 2025, LandBridge Holdings redeemed 1,900,000 OpCo Units (together with the cancellation of 1,900,000 of Class B shares) for an equivalent amount of Class A Shares and subsequently sold the Class A Shares in a private transaction pursuant to Rule 144 under the Securities Act through a broker-dealer. The Company did not receive any proceeds from the sale of the Class A Shares. The redemption and exchange of these OpCo Units is treated as a taxable purchase of the redeemed OpCo Units by the Company for U.S. federal and applicable state income tax purposes. As a result of this deemed purchase, the Company’s tax basis in its share of the assets of OpCo increased and the Company recorded a deferred tax asset of $30.1 million for this increase as it is expected to be recovered through future amortization deductions afforded to the Company. Because the deferred tax asset arose in connection with a transaction between the Company and its shareholders, the initial deferred tax asset is recorded in Class A shares on the condensed consolidated balance sheets.

The Company regularly evaluates all deferred tax assets as to their future realization using positive and negative evidence. As of September 30, 2025, the Company believes it is more likely than not that all deferred tax assets will be realized and as a result, the Company has not recorded a valuation allowance against its deferred tax assets.

On July 4, 2025, the BBB Act was signed into law which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company has evaluated the impact of the new legislation and has concluded it does not have a material impact on the results of operations.

Debt

As of September 30, 2025 and December 31, 2024, our debt consisted of the following:


		September 30,				December 31,

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(in thousands, except share amounts)

(unaudited)

Condensed Consolidated Statements of Shareholders’ and Member’s Equity

(in thousands, except share amounts)

(unaudited)

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Basis of Presentation and Consolidation

Adjustment of Previously Issued Financial Statements

Segment Information

Significant Accounting Policies

Fair Value Measurements

Recent Accounting Pronouncements Not Yet Adopted

LandBridge Co LLC 10-Q