Debt

12 Months Ended

Dec. 31, 2025

8. Debt

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


	Year Ended December 31,
	2025			2024
Notes	$	500,000		$	-
Term loan		-			355,000
Revolving credit facility		70,000			30,000
Other		726			496
Total debt		570,726			385,496
Current portion of long-term debt		(692	)		(424	)
Unamortized debt issuance costs		(10,441	)		(4,257	)
Total long-term debt	$	559,593		$	380,815

Notes

On November 25, 2025, OpCo, as the issuer, issued $500.0 million aggregate principal amount of 6.25% fixed-rate senior unsecured notes due 2030 (the “Notes”).

In connection with the offering of the Notes, OpCo and each of the Guarantors (as defined below) entered into an indenture, dated as of November 25, 2025 (the “Indenture”), with UMB Bank, N.A., as trustee, relating to the issuance of the Notes. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with OpCo’s unrestricted affiliates, and limitations on asset sales.

The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by all of OpCo’s existing subsidiaries (collectively, the “Guarantors”).

At any time prior to December 1, 2027, OpCo may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including any additional notes) issued under the Indenture at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net cash proceeds of one or more equity offerings. At any time after December 1, 2027, OpCo may also redeem all or a part of the Notes of such series at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a Change of Control (as defined in the Indenture) occurs with respect to any series of notes (along with a downgrade of the notes by two rating agencies), OpCo may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

The Notes and the Guarantees rank equally in right of payment with all of OpCo’s and the Guarantors’ existing and future senior indebtedness and senior to all of the OpCo’s and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of OpCo’s and the Guarantors’ existing and future secured debt, including debt under OpCo’s 2025 Revolving Credit Facility (as defined below), to the extent of the value of the assets securing such debt, and will be structurally subordinated to all liabilities of any future subsidiaries of OpCo’s that do not guarantee the Notes.

On November 25, 2025, the Company used the net proceeds of $491.9 million from the issuance of the Notes, $70.0 million of borrowings under the 2025 Revolving Credit Facility (as defined below), and $4.8 million of cash on hand to repay all outstanding borrowings and accrued interest under the 2023 Credit Agreement (as defined below). At the time of repayment, the outstanding borrowings and accrued interest totaled $564.5 million. The remaining proceeds were used to pay $2.1 million of syndication and legal fees. As a result of the repayment, the Company recorded a loss on extinguishment of debt of $4.4 million which is included in other income (loss) on the consolidated statements of operations.

At December 31, 2025, our fixed-rate senior unsecured notes had a carrying value of $500.0 million and a fair value of $506.9 million. The fair value was determined based on observable market prices of identical instruments in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy.

2025 Revolving Credit Facility

On November 18, 2025, OpCo entered into a revolving credit agreement (the “2025 Revolving Credit Facility”) which provides for lender commitments of $275.0 million and matures on the earlier of (a) June 30, 2030, and (b) the date that is 91 days prior to the stated maturity of the Notes, if, on such date, the outstanding principal amount of the Notes is greater than $50 million (the “Maturity Date”). Borrowings under the 2025 Revolving Credit Facility are secured by a first-priority lien on substantially all assets of OpCo and its subsidiaries, and is also guaranteed by each of its subsidiaries. As of December 31, 2025, the Company had $70.0 million outstanding borrowings under the 2025 Revolving Credit Facility. The weighted average interest rate on the total amount of borrowings under the 2025 Revolving Credit Facility as of December 31, 2025 was 6.13%.

The 2025 Revolving Credit Facility replaced the 2023 Credit Agreement (as defined below) and in accordance with ASC 470-50, Debt Modifications and Extinguishments, the Company concluded that the 2025 Revolving Credit Facility should be accounted for as a debt modification. As a result, the debt issuance costs of $2.2 million incurred as part of the 2025 Revolving Credit Facility along with the remaining debt issuance costs of $0.7 million, associated with the 2023 Credit Agreement as of the modification date will be amortized over the life of the 2025 Revolving Credit Facility.

Short-term debt issuance costs of $0.6 million and $0.5 million associated with the 2025 Revolving Credit Facility and 2023 Credit Agreement as of December 31, 2025 and 2024, respectively, are deferred and presented in prepaid expenses and other current assets on the consolidated balance sheets. Long-term debt issuance costs of $2.2 million and $0.7 million associated with the 2025 Revolving Credit Facility and 2023 Credit Agreement as of December 31, 2025 and 2024, respectively, are deferred and presented in other assets on the consolidated balance sheets.

The 2025 Revolving Credit Facility provides for revolving borrowings subject to compliance with various financial and other covenants common in such agreements that apply to OpCo and its restricted subsidiaries, including (i) a minimum interest coverage ratio of 2.50:1.00, (ii) a maximum total net leverage ratio of 5.00:1.00, provided that the maximum total net leverage ratio may step up to 5.25:1.00 for the fiscal quarter in which a Permitted Acquisition (as defined in the 2025 Revolving Credit Facility) occurs and the two fiscal quarters following, and (iii) a maximum senior secured net leverage ratio of 3.50:1.00, in each case, measured as of the end of each fiscal quarter.

These covenants are subject to exceptions and qualifications provided in the 2025 Revolving Credit Facility, including the ability to make unlimited restricted payments subject to (i) a maximum net total leverage ratio of less than 4.50:1.00, (ii) minimum liquidity of 5% (with “liquidity” including unrestricted cash on hand of OpCo and its subsidiaries plus availability under the 2025 Revolving Credit Facility), and (iii) such other restricted payments customarily permitted for publicly traded companies with a similar market capitalization as the Company.

Principal amounts borrowed under the 2025 Revolving Credit Facility may be prepaid from time to time and commitments thereunder may be terminated without premium or penalty. Any principal amounts outstanding on the Maturity Date will become due and payable on such date.

At OpCo’s election, principal amounts under the 2025 Revolving Credit Facility may be borrowed as Term SOFR Loans or Base Rate Loans. Term SOFR Loans under the 2025 Revolving Credit Facility bear interest at a variable rate equal to Term SOFR for the applicable tenor plus a leverage-based applicable margin between 2.00% and 3.00% per annum. Interest on all outstanding Term SOFR Loans is payable on the last business day of the applicable interest period. Base Rate Loans under the 2025 Revolving Credit Facility bear interest at a rate per annum equal to (x) the highest of (i) the rate of interest published by The Wall Street Journal, (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, and (iii) Term SOFR for a one-month tenor plus 1.00%, in each case plus a leverage-based applicable margin between 1.00% and 2.00% per annum. Interest on all outstanding Base Rate Loans is payable quarterly in arrears. OpCo will also pay a commitment fee between 0.375% and 0.50% based on the undrawn commitment amounts under the 2025 Revolving Credit Facility.

2023 Credit Agreement

On July 3, 2023, DBR Land, LLC, a Delaware limited liability company and a subsidiary of the Company (the “Borrower”), entered into a credit agreement (as amended prior to the date hereof, the “2023 Credit Agreement”) with the guarantors party thereto, the lenders party thereto, and Texas Capital Bank, as administrative agent and letter of credit issuer, which initially provided for (i) a four-year $100.0 million term loan (the “Term loan”) and (ii) a $50.0 million revolving credit facility, each of which matures on July 3, 2027. We subsequently amended to, among other things, increase the principal amount of the term loan to $355.0 million and increase the available capacity of the revolving credit facility to $100.0 million.

On October 3, 2025 (the “Third Amendment Effective Date”), the Borrower entered into the Third Amendment to Credit Agreement (the “Third Amendment”) to amend the 2023 Credit Agreement and provide for a new delayed draw term loan facility with total commitments of $200.0 million for the purpose of partially financing the 1918 Ranch Acquisition and to pay certain related costs and expenses (the “DDTL Facility”). On November 10, 2025, the Borrower drew in full the $200.0 million available under the DDTL Facility. The DDTL Facility included an unused commitment fee of 37.5 basis points that accrued from the Third Amendment Effective Date until November 10, 2025, applied to the average daily unused amount of the DDTL Facility.

Under the 2023 Credit Agreement, the Borrower could 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. The applicable margin ranged 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 ranged from 0.375% to 0.50%.

The weighted average interest rate on the total amount of borrowings under the 2023 Credit Agreement prior to its termination during the year ended December 31, 2025 and as of December 31, 2024, was 7.65% and 8.39% in the case of the revolving credit borrowings and 7.56% and 8.47% in the case of term loan borrowings, respectively.

The 2023 Credit Agreement was terminated on November 25, 2025 in connection with the effectiveness of the Notes and 2025 Revolving Credit Facility. The accrued interest payable related to the 2023 Credit Agreement was zero and $3.4 million as of December 31, 2025 and 2024, respectively.

Debt Maturities

The following table summarizes the Company’s debt obligations as of December 31, 2025. Estimated future payments for the debt based on the amount outstanding are shown below:


	As of December 31,
	2026		2027		2028		2029		2030		Total
Notes	$	-	$	-	$	-	$	-	$	500,000	$	500,000
Revolving credit facility		-		-		-		-		70,000		70,000
Other		692		20		14		-		-		726
Total debt	$	692	$	20	$	14	$	-	$	570,000	$	570,726

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

LandBridge Co LLC 10-K