--12-31false0001995807Q1UnlimitedUnlimitedUnlimitedhttp://fasb.org/srt/2025#ChiefExecutiveOfficerMember0001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMember2025-11-300001995807us-gaap:NoncontrollingInterestMember2025-12-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMemberus-gaap:OtherAssetsMember2026-03-310001995807lb:SecuredOvernightFinancingRateOne-MonthTenorMember2026-01-012026-03-310001995807lb:OpCoUnitholdersMember2025-01-012025-03-310001995807lb:FixedRateSeniorUnsecuredNotesDueTwoThousandAndThirtyMember2025-11-012025-11-300001995807us-gaap:RelatedPartyMemberlb:LeaseDevelopmentAgreementMember2026-03-310001995807us-gaap:RetainedEarningsMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMemberlb:SurfaceUseRoyaltiesMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMemberlb:SurfaceUseRoyaltiesMember2026-01-012026-03-310001995807lb:FixedRateSeniorUnsecuredNotesDueTwoThousandAndThirtyMembersrt:ScenarioForecastMember2027-11-302027-11-300001995807us-gaap:NonrelatedPartyMemberlb:ResourceRoyaltiesMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMemberlb:ResourceRoyaltiesMember2026-01-012026-03-310001995807us-gaap:RestrictedStockUnitsRSUMemberus-gaap:NoncontrollingInterestMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMemberlb:EasementsAndOtherSurfaceRelatedRevenuesMember2025-01-012025-03-310001995807lb:OpCoUnitholdersMemberlb:O2025Q1DividendsMember2025-01-012025-03-310001995807lb:BuildingsVehiclesEquipmentFurnitureAndOtherMember2026-03-310001995807us-gaap:RelatedPartyMemberlb:SharedServicesAgreementMember2025-12-310001995807srt:MinimumMemberlb:SecuredOvernightFinancingRateOne-MonthTenorMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMemberlb:ResourceSalesMember2025-01-012025-03-310001995807us-gaap:RetainedEarningsMember2025-12-310001995807lb:FixedRateSeniorUnsecuredNotesDueTwoThousandAndThirtyMember2026-03-310001995807lb:OilAndGasRoyaltiesMember2025-01-012025-03-3100019958072025-03-310001995807us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-03-310001995807us-gaap:CommonClassAMember2026-05-060001995807us-gaap:RetainedEarningsMember2025-01-012025-03-310001995807lb:EasementsAndOtherSurfaceRelatedRevenuesMemberus-gaap:NonrelatedPartyMember2026-01-012026-03-310001995807lb:OtherDebtMember2026-03-310001995807lb:FixedRateSeniorUnsecuredNotesDueTwoThousandAndThirtyMembersrt:ScenarioForecastMembersrt:MaximumMember2027-12-022027-12-020001995807us-gaap:CommonClassBMember2025-12-310001995807us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersrt:MaximumMember2026-01-012026-03-310001995807us-gaap:RetainedEarningsMember2025-03-310001995807lb:O2026Q1DividendsMember2026-01-012026-03-310001995807us-gaap:ConstructionInProgressMember2026-03-3100019958072026-03-310001995807us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-03-310001995807us-gaap:RestrictedStockUnitsRSUMember2025-12-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMember2025-11-012025-11-300001995807lb:OpCoUnitholdersMember2026-01-012026-03-310001995807lb:WaterWellsPipelinesFacilitiesPondsAndRelatedEquipmentMember2026-03-310001995807us-gaap:CommonClassAMemberlb:O2025Q1DividendsMember2025-01-012025-03-310001995807us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-03-310001995807us-gaap:CommonClassBMember2025-01-012025-12-310001995807lb:O2025Q1DividendsMember2025-01-012025-03-310001995807us-gaap:ConstructionInProgressMember2025-12-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMemberlb:ResourceSalesMember2026-01-012026-03-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMemberlb:CommitmentFeesMembersrt:MaximumMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMemberlb:LeaseDevelopmentAgreementMember2025-12-310001995807us-gaap:NonrelatedPartyMemberlb:ResourceRoyaltiesMember2025-01-012025-03-310001995807lb:WaterWellsPipelinesFacilitiesPondsAndRelatedEquipmentMember2025-12-310001995807lb:OpCoUnitholdersMemberus-gaap:SubsequentEventMember2026-05-052026-05-050001995807us-gaap:LandAndLandImprovementsMember2026-03-310001995807us-gaap:LandMemberlb:ReevesCountyAssetAcquisitionMember2026-01-012026-03-3100019958072026-01-012026-03-310001995807lb:OilAndGasRoyaltiesMember2026-01-012026-03-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassAMember2026-03-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-12-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMembersrt:MinimumMemberlb:CommitmentFeesMember2026-01-012026-03-310001995807lb:IncentiveUnitsMember2025-01-012025-03-310001995807lb:SharedServicesAgreementMemberus-gaap:RelatedPartyMember2026-03-310001995807us-gaap:CommonClassAMemberlb:LandbridgeMember2026-01-012026-03-310001995807lb:SurfaceUseRoyaltiesMemberus-gaap:NonrelatedPartyMember2026-01-012026-03-310001995807us-gaap:RestrictedStockUnitsRSUMember2026-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMemberlb:EasementsAndOtherSurfaceRelatedRevenuesMember2026-01-012026-03-310001995807lb:SharedServicesAgreementMemberus-gaap:RelatedPartyMember2025-01-012025-03-310001995807us-gaap:NonrelatedPartyMember2026-03-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMembersrt:MaximumMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMemberlb:ResourceRoyaltiesMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMemberlb:EasementsAndOtherSurfaceRelatedRevenuesMember2025-01-012025-03-310001995807us-gaap:NoncontrollingInterestMember2025-03-310001995807lb:SurfaceUseRoyaltiesMemberus-gaap:NonrelatedPartyMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMemberlb:SharedServicesAgreementMember2026-01-012026-03-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMember2026-03-310001995807lb:FixedRateSeniorUnsecuredNotesDueTwoThousandAndThirtyMember2025-12-310001995807us-gaap:NonrelatedPartyMember2025-12-310001995807us-gaap:SubsequentEventMemberlb:ReevesCountyAssetAcquisitionMember2026-04-300001995807lb:OpCoUnitholdersMemberlb:O2026Q1DividendsMember2026-01-012026-03-310001995807lb:IncentiveUnitsMember2025-12-310001995807us-gaap:RelatedPartyMember2025-12-310001995807lb:ResourceSalesMemberus-gaap:NonrelatedPartyMember2026-01-012026-03-310001995807us-gaap:CommonClassBMember2026-01-012026-03-310001995807us-gaap:NoncontrollingInterestMember2026-01-012026-03-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMemberlb:ResourceSalesMember2026-01-012026-03-310001995807us-gaap:CommonClassBMember2026-05-060001995807lb:FixedRateSeniorUnsecuredNotesDueTwoThousandAndThirtyMember2025-11-300001995807us-gaap:RestrictedStockUnitsRSUMemberus-gaap:NoncontrollingInterestMember2026-01-012026-03-310001995807lb:FederalFundsRateMember2026-01-012026-03-310001995807us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMember2026-03-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMemberus-gaap:OtherAssetsMember2025-12-310001995807us-gaap:RelatedPartyMemberlb:PowerBridgeLeaseDevelopmentAgreementMember2026-03-310001995807lb:ReevesCountyAssetAcquisitionMember2026-03-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassBMember2026-03-310001995807lb:IncentiveUnitsMember2026-03-310001995807us-gaap:CommonClassAMember2025-01-012025-12-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-12-310001995807us-gaap:CommonClassAMemberlb:O2026Q1DividendsMember2026-01-012026-03-310001995807us-gaap:CommonClassAMember2026-03-310001995807lb:LandbridgeMemberus-gaap:CommonClassBMember2025-01-012025-03-310001995807us-gaap:CommonClassAMembersrt:MaximumMember2026-02-240001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMember2026-01-012026-03-310001995807us-gaap:RevolvingCreditFacilityMember2026-03-310001995807us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonStockMemberus-gaap:CommonClassAMember2026-01-012026-03-3100019958072024-12-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassBMember2025-12-310001995807lb:SecuredOvernightFinancingRateOne-MonthTenorMembersrt:MaximumMember2026-01-012026-03-310001995807us-gaap:LandAndLandImprovementsMember2025-12-310001995807us-gaap:NoncontrollingInterestMember2026-03-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-12-310001995807lb:ReevesCountyAssetAcquisitionMember2026-01-012026-03-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMembersrt:MinimumMember2026-03-310001995807us-gaap:CommonClassAMember2025-01-012025-03-310001995807lb:LandbridgeMemberus-gaap:CommonClassBMember2026-01-012026-03-310001995807us-gaap:CommonClassBMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMemberlb:ResourceRoyaltiesMember2025-01-012025-03-310001995807us-gaap:NoncontrollingInterestMember2024-12-310001995807lb:BuildingsVehiclesEquipmentFurnitureAndOtherMember2025-12-3100019958072025-01-012025-03-310001995807us-gaap:RetainedEarningsMember2024-12-310001995807us-gaap:RelatedPartyMemberlb:EasementsAndOtherSurfaceRelatedRevenuesMember2026-01-012026-03-310001995807us-gaap:RetainedEarningsMember2026-03-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassBMember2025-03-310001995807us-gaap:CommonClassAMember2026-01-012026-03-310001995807us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersrt:MinimumMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMemberlb:PowerBridgeLeaseDevelopmentAgreementMemberlb:EasementsAndOtherSurfaceRelatedRevenuesMember2026-01-012026-03-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassAMember2026-01-012026-03-310001995807us-gaap:SubsequentEventMemberlb:ReevesCountyAssetAcquisitionMember2026-04-012026-04-300001995807us-gaap:CommonClassAMember2025-12-310001995807lb:EasementsAndOtherSurfaceRelatedRevenuesMemberus-gaap:NonrelatedPartyMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMember2026-01-012026-03-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-12-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMembersrt:MaximumMember2026-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMember2026-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMember2025-12-310001995807lb:IncentiveUnitsMember2026-01-012026-03-3100019958072025-12-310001995807us-gaap:RelatedPartyMemberlb:SurfaceUseRoyaltiesMember2026-01-012026-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMemberlb:ResourceRoyaltiesMember2025-01-012025-03-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2026-03-310001995807us-gaap:CommonClassBMember2026-03-310001995807lb:ResourceSalesMemberus-gaap:NonrelatedPartyMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMemberlb:AffiliateFacilityAccessAgreementsMemberlb:ResourceSalesMember2025-01-012025-03-310001995807lb:TwoThousandAndTwentyFiveRevolvingCreditFacilityMembersrt:MinimumMember2025-11-300001995807us-gaap:ProductAndServiceOtherMember2026-01-012026-03-310001995807lb:OtherDebtMember2025-12-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassBMember2026-01-012026-03-310001995807us-gaap:CommonClassAMemberus-gaap:SubsequentEventMemberlb:O2026Q1DividendsMember2026-05-052026-05-050001995807us-gaap:RevolvingCreditFacilityMember2025-12-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassBMember2025-01-012025-03-310001995807us-gaap:ProductAndServiceOtherMember2025-01-012025-03-310001995807us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001995807us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-03-310001995807us-gaap:RelatedPartyMemberlb:LeaseDevelopmentAgreementMemberlb:EasementsAndOtherSurfaceRelatedRevenuesMember2026-01-012026-03-310001995807us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-01-012025-03-310001995807us-gaap:RelatedPartyMemberlb:SurfaceUseRoyaltiesMember2025-01-012025-03-31utr:acreiso4217:USDxbrli:sharesxbrli:purexbrli:sharesiso4217:USDlb:Segment

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 March 31, 2026


☐	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 May 6, 2026, the registrant had 27,839,229 Class A shares and 49,177,775 Class B shares representing limited liability company interests (“Class B shares”) outstanding.

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION Glossary		3
Cautionary Note Regarding Forward-Looking Statements		4
Item 1.	Financial Statements (Unaudited)	6
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Operations	7
	Condensed Consolidated Statements of Shareholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to the Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
	Signatures	29

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.

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 southeastern New Mexico, which is a part of the Permian Basin.

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 (NYSE: LB; NYSE TX: LB), and its subsidiaries.

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

MBbls. One thousand barrels.

MBbl/d. One thousand barrels per day.

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.

NM. Not meaningful.

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.

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.

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.

SUAs. Surface use agreements.

SURAs. Surface use royalty agreements.

WaterBridge. WaterBridge Infrastructure LLC, a Delaware limited liability company (NYSE: WBI; NYSE TX: 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 the federal securities laws that involve risks and uncertainties. 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. 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, 2025 (the “2025 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;

•

our ability to enforce our SUA and other agreements with our customers;

•

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 increased hostilities in the Middle East, including Iran, and other sustained military campaigns, the Russia-Ukraine war, as well as the conditions in South America, Central America, China and Russia and acts of terrorism or sabotage, 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;

•

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, 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 successfully navigate 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 prices charged to our customers and availability of services necessary for our customers to conduct their businesses, as a result of scarcity, government regulations or other factors;

•

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, shortages, price increases and any reactions thereto in international trade;

•

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

•

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;

•

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 “OBBBA”), 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 other service providers, insiders 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 2025 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 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 Quarterly Report.

Item 1. Financial Statements (Unaudited)

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	March 31,		December 31,
	2026		2025
Current assets:
Cash and cash equivalents	$	29,679	$	30,741
Accounts receivable, net		18,486		19,363
Related party accounts receivable		7,742		4,945
Prepaid expenses and other current assets		3,357		4,766
Total current assets		59,264		59,815

Non-current assets:
Property, plant and equipment, net		1,084,586		1,084,450
Intangible assets, net		134,203		136,962
Deferred tax assets		80,387		80,973
Other assets		3,796		3,856
Total non-current assets		1,302,972		1,306,241
Total assets	$	1,362,236	$	1,366,056

Liabilities and equity
Current liabilities:
Accounts payable	$	369	$	562
Taxes payable		1,440		1,200
Related party accounts payable		972		781
Accrued liabilities		14,192		7,781
Current portion of long-term debt		433		692
Contract liabilities		1,383		1,263
Other current liabilities		31		7
Total current liabilities		18,820		12,286

Non-current liabilities:
Long-term debt, net of debt issuance costs		535,106		559,593
Other long-term liabilities		194		192
Total non-current liabilities		535,300		559,785
Total liabilities		554,120		572,071

Commitments and contingencies

Class A shares, unlimited shares authorized and 27,839,229 shares issued and outstanding as of March 31, 2026. Unlimited shares authorized and 27,838,199 shares issued and outstanding as of December 31, 2025.		315,911		317,069
Class B shares, unlimited shares authorized and 49,177,775 shares issued and outstanding as of March 31, 2026. Unlimited shares authorized and 49,250,916 shares issued and outstanding as of December 31, 2025.		-		-
Retained earnings		28,584		23,233
Total shareholders’ equity attributable to LandBridge Company LLC		344,495		340,302
Noncontrolling interest		463,621		453,683
Total shareholders’ equity		808,116		793,985
Total liabilities and equity	$	1,362,236	$	1,366,056

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)


	Three Months Ended March 31,
	2026		2025
Revenues:
Easements and other surface-related revenues	$	11,600	$	6,440
Easements and other surface-related revenues - related party		3,163		2,332
Surface use royalties		11,191		10,522
Surface use royalties - related party		11,041		6,915
Resource sales		5,225		7,166
Resource sales - related party		205		185
Resource royalties		4,269		4,158
Resource royalties - related party		1,274		2,847
Oil and gas royalties		2,972		3,386
Other		65		-
Total revenues		51,005		43,951

Resource sales-related expense		397		458
Other operating and maintenance expense		1,269		1,127
General and administrative expense		15,726		14,728
Depreciation, depletion and amortization		4,425		2,601
Other operating expense, net		10		-
Operating income		29,178		25,037

Interest expense		9,511		7,977
Other loss		10		-
Income from operations before taxes		19,657		17,060
Income tax expense		1,789		1,601
Net income		17,868		15,459
Net income attributable to noncontrolling interest		9,153		8,995
Net income attributable to LandBridge Company LLC	$	8,715	$	6,464

Net income per share of Class A shares
Basic	$	0.31	$	0.27
Diluted	$	0.23	$	0.20
Weighted average shares outstanding of Class A shares
Basic		27,838,580		23,255,419
Diluted		77,078,931		76,464,778

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(unaudited)


	Class A					Class B					Retained Earnings			Non- controlling Interest			Total Shareholders’ Equity
	Shares		Amount			Shares			Amount		Amount			Amount			Amount
Balance at December 31, 2025		27,838,199	$	317,069			49,250,916		$	-	$	23,233		$	453,683		$	793,985
Net income		-		-			-			-		8,715			9,153			17,868
Deemed non-cash contributions		-		-			-			-		-			9,002			9,002
RSU share-based compensation expense		-		817			-			-		-			1,445			2,262
Class A Shares issued on vesting of RSUs, net of shares withheld for tax		1,030		(3	)		-			-		-			-			(3	)
Cancellation of Class B shares		-		-			(73,141	)		-		-			-			-
Tax distributions		-		-			-			-		-			(5,413	)		(5,413	)
Dividends and distributions		-		-			-			-		(3,341	)		(5,910	)		(9,251	)
RSU dividend equivalent rights		-		-			-			-		(23	)		(41	)		(64	)
Changes in ownership interest adjustment		-		(1,702	)		-			-		-			1,702			-
Tax impact of ownership interest adjustment		-		(270	)		-			-		-			-			(270	)
Balance at March 31, 2026		27,839,229	$	315,911			49,177,775		$	-	$	28,584		$	463,621		$	808,116

	Class A					Class B					Retained Earnings			Non- controlling Interest			Total Shareholders’ Equity
	Shares		Amount			Shares			Amount		Amount			Amount			Amount
Balance at December 31, 2024		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

See accompanying notes to the unaudited condensed consolidated financial statements

LandBridge Company LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities
Net income	$	17,868		$	15,459
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		4,425			2,601
Amortization of debt issuance costs		548			539
Share-based compensation		11,264			11,140
Deferred income tax expense		316			339
Other		(45	)		8
Changes in operating assets and liabilities:
Accounts receivable		895			(7,384	)
Related party accounts receivable		(2,797	)		(5,178	)
Prepaid expenses and other assets		758			154
Accounts payable		(220	)		66
Related party accounts payable		191			383
Accrued liabilities and other liabilities		6,691			(1,993	)
Taxes payable		1,226			(221	)
Net cash provided by operating activities		41,120			15,913

Cash flows from investing activities
Acquisitions		(1,995	)		(17,818	)
Capital expenditures		(180	)		(69	)
Proceeds from disposal of assets		27			20
Net cash used in investing activities		(2,148	)		(17,867	)

Cash flows from financing activities
Proceeds from debt		-			10,000
Repayments of debt		(25,240	)		(15,897	)
Dividends, dividend equivalents and distributions paid		(14,728	)		(13,558	)
Offering costs		-			(648	)
Other		(66	)		(40	)
Net cash used in financing activities		(40,034	)		(20,143	)
Net decrease in cash and cash equivalents		(1,062	)		(22,097	)
Cash and cash equivalents - beginning of period		30,741			37,032
Cash and cash equivalents - end of period	$	29,679		$	14,935

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” and “us”) is headquartered in Houston, Texas and was formed on September 27, 2023 as a Delaware limited liability company.

We are a holding company whose principal asset consists of membership interests (“OpCo Units”) in DBR Land Holdings LLC (“OpCo”). 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. The Company has no other operations, cash flows, or material assets or liabilities other than our investment in OpCo and certain deferred tax assets and liabilities. Refer to Note 6 — Income Taxes for additional information.

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 and the adjacent Central Basin Platform in Texas and New Mexico and oil and natural gas mineral interests in the Delaware Basin in Texas.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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, 2025 (the “2025 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.

Results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2026.

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 for accounting purposes.

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.

Segment Information

The Company operates in a single operating and reportable segment. All of our 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 U.S. GAAP is net income, 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

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

other metrics which are regularly provided to the CODM and used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in our condensed consolidated statements of operations. The CODM does not receive additional expenses other than those presented within our condensed consolidated statements of operations.

Significant Accounting Policies

As of March 31, 2026, 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 2025 Form 10-K. There were no significant updates or revisions to our accounting policies during the three months ended March 31, 2026.

Recent Accounting Pronouncements Not Yet Adopted

In January 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 and does not change its underlying disclosure requirements. ASU 2024-03 requires tabular disclosure of specified natural expenses within certain income statement expense captions, a qualitative description of amounts not separately disaggregated and disclosure of our definition and total amount of selling expenses. We plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2026. The adoption of ASU 2024-03 is not expected to have any effect on the Company’s financial position, results of operations or cash flows as it modifies disclosure requirements only.

In December 2025, FASB issued ASU 2025-12, Codification Improvements, which includes updates for a broad range of Accounting Topics arising from technical corrections, unintended application of the Codification, clarifications and other minor improvements. We plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily 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.

Additional Financial Statement Information

Our contract liabilities primarily relate 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. During the three months ended March 31, 2026, the Company recognized revenue of $0.9 million related to contract liabilities that existed at the beginning of the period.

Supplemental cash flow information is as follows:


	Three Months Ended March 31,
	2026			2025
Supplemental cash flow information:
Cash (refunded) paid for income taxes, net	$	(2	)	$	1,483
Cash paid for interest	$	1,311		$	7,623

Asset Acquisitions

During the first quarter of 2026, the Company acquired approximately 1,000 surface acres in Reeves County from private third-party sellers for total purchase consideration of $1.5 million, inclusive of transaction costs. The purchase consideration was attributed to land of $1.2 million and other assets of $0.3 million.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Property, Plant and Equipment

As of March 31, 2026 and December 31, 2025, property, plant and equipment, net of accumulated depreciation and depletion consisted of the following:


	March 31,			December 31,
	2026			2025
Oil and natural gas properties
Proved	$	36,179		$	36,179
Unproved		2,932			2,932
Total oil and natural gas properties		39,111			39,111
Land and land improvements		1,032,268			1,031,128
Water wells, pipelines, facilities, ponds and related equipment		30,273			29,981
Buildings, vehicles, equipment, furniture and other		7,780			7,778
Construction in progress		390			107
Total property, plant and equipment		1,109,822			1,108,105
Less: accumulated depreciation and depletion		(25,236	)		(23,655	)
Total property, plant and equipment, net	$	1,084,586		$	1,084,450

Depreciation expense and depletion expense for the three months ended March 31, 2026 and 2025 are shown in the following table:


	Three Months Ended March 31,
	2026		2025
Depreciation expense	$	1,065	$	764
Depletion expense		601		697
Total depreciation and depletion expense	$	1,666	$	1,461

Income Taxes

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 obtained, or as the result of new judicial interpretations or regulatory or tax law changes.

The calculation of our effective tax rate was as follows for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025
Income before income taxes	$	19,657		$	17,060
Income tax expense	$	1,789		$	1,601
Effective tax rate		9.10	%		9.38	%

The effective tax rates for the three months ended March 31, 2026 and 2025 differed from the statutory rate of 21.0% primarily due to the income attributable to noncontrolling interest.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Debt

As of March 31, 2026 and December 31, 2025, our debt consisted of the following:


	March 31,			December 31,
	2026			2025
Notes	$	500,000		$	500,000
2025 Revolving Credit Facility		45,000			70,000
Other		463			726
Total debt		545,463			570,726
Current portion of long-term debt		(433	)		(692	)
Unamortized debt issuance costs		(9,924	)		(10,441	)
Total long-term debt	$	535,106		$	559,593

Notes

In November 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 (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.


	March 31, 2026				December 31, 2025
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Notes	$	500,000	$	506,250	$	500,000	$	506,875

(1)

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

In November 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

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

is also guaranteed by each of its subsidiaries. The weighted average interest rate on the total amount of borrowings under the 2025 Revolving Credit Facility for the three months ended March 31, 2026 was 6.07%.

Short-term debt issuance costs of $0.6 million associated with the 2025 Revolving Credit Facility Agreement as of March 31, 2026 and December 31, 2025, respectively, are deferred and presented in prepaid expenses and other current assets on the consolidated balance sheets. Long-term debt issuance costs of $2.1 million and $2.2 million associated with the 2025 Revolving Credit Facility Agreement as of March 31, 2026 and December 31, 2025, respectively, are deferred and presented in other assets on the condensed 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. As of March 31, 2026, the Company was in compliance with these debt covenants.

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.

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 our First Amended & Restated Limited Liability Company Agreement, dated as of July 1, 2024. Class B shares are not entitled to participate in any dividends our Board may declare.

Share Repurchase Program

On February 24, 2026, our board of directors approved a share repurchase program. The program permits the repurchase of up to $50 million of the Company’s Class A shares through December 2027. The shares may be repurchased from time to time in open market transactions, block trades, accelerated share repurchases, or privately negotiated transactions or by any combination of such methods. The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management's assessment of the intrinsic value of the Company’s Class A shares, the market price of the Company’s Class A shares, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations. The Company is not obligated to purchase any shares under the share repurchase program, and the program may be suspended, modified or discontinued at any time without prior notice.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Cancellations

In lieu of the payment of tax distributions by OpCo to the Company in excess of the Company’s then-current income tax obligation, OpCo and the Company cancelled OpCo Units held by Class B shareholders, along with a corresponding number of Class B shares. The number of cancelled OpCo Units was determined based on the Company’s volume weighted average Class A share price for the 10 consecutive trading days ending on and including the last full trading day immediately prior to the relevant tax distribution date.


	Three Months Ended March 31,
Class B Share Cancellations Due to Tax Distributions	2026		2025
First Quarter		73,141		34,674
Total		73,141		34,674

Dividends and Distributions


(in thousands, except for per share amounts) Cash Dividends	Date of Record	Dividends Paid to Class A Shareholders		Distributions Paid to OpCo Unitholders(1)		Rate Per Share
2026:
First Quarter	March 5, 2026	$	3,341	$	5,910	$	0.12
Total		$	3,341	$	5,910
2025:
First Quarter	March 6, 2025	$	2,326	$	5,319	$	0.10
Total		$	2,326	$	5,319

(1)

Excludes the Company.


	Three Months Ended March 31,
Tax Distributions to OpCo Unitholders(1)	2026		2025
First Quarter	$	5,413	$	5,821
Total	$	5,413	$	5,821

(1)

Excludes the Company.

On May 5, 2026, our board of directors declared a dividend on our Class A shares of $0.12 per share, payable on June 18, 2026 to shareholders of record as of June 4, 2026 and a corresponding required cash distribution to OpCo unitholders.

On May 5, 2026, our board of directors approved a payment for tax distributions from OpCo to OpCo unitholders (other than the Company) in the amount of $9.3 million. This amount is inclusive of OpCo unitholders’ (other than the Company) pro rata share of estimated federal income tax and an additional tax distribution in excess of the Company’s then-current income tax obligation as provided for under the OpCo LLC Agreement. This amount is expected to be paid during the second quarter of 2026.

Share-Based Compensation

A summary of the Company’s aggregate share-based compensation expense is shown below. Share-based compensation expense related to incentive units allocated to the Company is recognized as a deemed non-cash contribution to shareholders’ equity on the condensed consolidated balance sheets. Substantially all share-based compensation expense is included in general and administrative expense on the condensed consolidated statements of operations.


	Three Months Ended March 31,
	2026		2025
Incentive Units	$	9,002	$	8,945
Restricted Share Units		2,262		2,195
Total share-based compensation expense	$	11,264	$	11,140

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Incentive Units

A summary of Incentive Unit activity during the three months ended March 31, 2026 is shown in the following table:


	Incentive Units			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)
Outstanding at December 31, 2025		30,220		$	5,144
Granted		-			-
Forfeited		(22	)		7,904
Outstanding at March 31, 2026		30,198		$	5,142		0.73

As of March 31, 2026, remaining unrecognized compensation expense for the Incentive Units was $36.1 million, which the Company expects to recognize over a weighted average remaining period of approximately 1.3 years.

Under the LandBridge Company LLC Long Term Incentive Plan, participants were granted restricted share units (“RSUs”) which are subject to graded vesting generally ranging from one to three years. The fair value of the awards is based on our Class A share price on the date of grant with compensation expense recognized on a straight-line basis over the applicable vesting period.

A summary of RSU activity during the three months ended March 31, 2026 is shown in the following table:


	RSUs			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2025		537,481		$	33.96
Granted		270			55.38
Forfeited		(363	)		55.08
Vested		(1,073	)		63.63
Nonvested at March 31, 2026		536,315		$	33.90

As of March 31, 2026, remaining unrecognized compensation expense for the RSUs was $11.6 million, which the Company expects to recognize over a weighted average remaining period of approximately 1.5 years.

10.

Earnings Per Share

The Company’s unvested RSUs are deemed to be participating securities; therefore, the Company applies the two-class method for the calculation of basic earnings per share (“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 of Class A shares because they are convertible into Class A shares on a one-for-one basis; therefore, the Company applies the if-converted method for the calculation of diluted EPS for the Class A shares.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

The following table sets forth the computation of basic and diluted EPS attributable to our Class A shares for the three months ended March 31, 2026 and 2025.


	Three Months Ended March 31,
(in thousands, except for share and per share amounts)	2026		2025
Numerator
Net income	$	17,868	$	15,459
Less: Net income attributable to noncontrolling interest		9,153		8,995
Net income attributable to LandBridge Company LLC		8,715		6,464
Less: Earnings allocated to participating securities		165		202
Basic net income attributable to LandBridge Company LLC	$	8,550	$	6,262
Plus: Net income attributable to noncontrolling interest		9,153		8,995
Plus: Undistributed earnings reallocation adjustment to participating securities		-		1
Diluted net income attributable to shareholders	$	17,703	$	15,258

Denominator
Basic weighted average shares outstanding		27,838,580		23,255,419
Dilutive Class B shares outstanding		49,240,351		53,209,359
Diluted weighted average shares outstanding		77,078,931		76,464,778

Basic net income per share of Class A shares	$	0.31	$	0.27
Diluted net income per share of Class A shares	$	0.23	$	0.20

Class B shares outstanding as of March 31, 2026 and 2025 were determined to be dilutive and have been included in the computation of diluted net income per share. In addition, weighted-average RSUs of 537,277 and 750,600 were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive for the three months ended March 31, 2026 and 2025, respectively, and have been excluded from the computation of diluted net income per share.

11.

Related Party Transactions


		Three Months Ended March 31,
	Financial Statements Location	2026		2025
Revenues - Related Party
Affiliate facility access agreements	Surface use royalties	$	11,041	$	6,915
Lease development agreement	Easements and other surface-related revenues		2,580		-
Affiliate facility access agreements	Easements and other surface-related revenues		583		2,332
Affiliate facility access agreements	Resource royalties		1,274		2,847
Affiliate facility access agreements	Resource sales		205		185
		$	15,683	$	12,279


		March 31,		December 31,
	Financial Statements Location	2026		2025
Accounts Receivable - Related Party
Affiliate facility access agreements	Related party accounts receivable	$	5,162	$	4,945
Lease development agreement	Related party accounts receivable		2,580		-
		$	7,742	$	4,945

Accounts Payable - Related Party
Shared services agreement	Related party accounts payable	$	972	$	781

Shared Services Agreement

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

The Company is party to a services agreement with WaterBridge Operating LLC (“WaterBridge Operating”), an affiliate of the Company, 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 March 31, 2026 and 2025, the Company paid approximately $3.2 million and $3.0 million for the shared services and direct cost reimbursements, respectively.

Affiliate Facility Access Agreements

DBR Land LLC, a Delaware limited liability company and subsidiary of the Company (“DBR”), is party to facility access, surface use agreements and easements and rights-of-way with subsidiaries of WaterBridge Infrastructure LLC (“WaterBridge”). Under these agreements, the Company has granted such subsidiaries of WaterBridge certain rights to construct, operate and maintain produced water, brackish water and waste reclamation facilities on our land, as applicable, in the ordinary course of business. Each of these agreements includes a standard fee schedule and provision for specified surface use activities. Each of these agreements also includes a provision for royalties related to certain specified activities.

Legacy Financial Sponsor Services Agreement

Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, 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 March 31, 2026 and 2025 the Company paid reimbursements to Five Point of $0.1 million, respectively.

PowerBridge Lease Development Agreement

DBR is party to a lease development agreement with PowerBridge LLC, a portfolio company of Five Point (“PowerBridge”). The lease development agreement provides PowerBridge the option to lease up to approximately 3,400 acres of land in Reeves County, Texas, for the development of one or more data centers, including power generation facilities. The initial option period expires March 2027, which will automatically extend for up to two additional one year periods until terminated by PowerBridge. In connection with the lease development agreement, PowerBridge agreed to pay a non-refundable option fee of $2.6 million, which is included under the line item Easements and other surface-related revenues - related party on the condensed consolidated statements of operations for the three months ended March 31, 2026. The Company recognized the non-refundable option fee upon execution of the agreement when the acreage was made available and the right of use was granted to PowerBridge; at which time the Company’s performance obligation was satisfied. The lease development agreement also provides for additional option fees payable by PowerBridge in connection with the extended option terms.

12.

Subsequent Events

During April 2026, the Company used cash on hand to acquire approximately 4,700 surface acres in Reeves County from a private third-party seller for total purchase consideration of $4.5 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and the accompanying unaudited condensed consolidated financial statements (“Financial Statements”) and notes thereto in Part I, Item 1. “Financial Statements” of this Quarterly Report.

The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may be outside our control and may affect our future results of operations, cash flows and financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, which include those factors discussed below and elsewhere in this Quarterly Report, particularly in the sections titled “Risk Factors” in the 2025 Form 10-K and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, actual results may differ materially from such forward-looking statements. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

Land is a fundamental requirement for the development and production of energy and the construction and operation of critical infrastructure. As of March 31, 2026, we owned or managed more than 315,000 surface acres in the Delaware Basin and adjacent Central Basin Platform sub-regions in the prolific Permian Basin, which is the most active area for oil and 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, digital infrastructure and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy and infrastructure development requires access to surface acreage to support those activities. Our strategy is to actively manage our land and resources to support and encourage energy and infrastructure development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders.

We share a legacy 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. 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. We receive royalties for each barrel of produced water that WaterBridge handles on our land as well as surface use payments for infrastructure constructed on our land.

Market Condition and Outlook

Over the last several years, the global economy and the oil and natural gas industry in particular has faced substantial volatility. This has been driven by geopolitical conflicts, domestic political uncertainties, the enactment of the OBBBA, potential U.S. and foreign tariffs, evolving international trade policies and conflicts, OPEC+ production decisions, persistent elevated inflation, higher interest rates and capital costs and continued industry consolidation. In the Delaware Basin, sustained high levels of exploration and production activity have led to labor shortages and supply chain disruptions. These challenges have directly impacted drilling, completion and production efforts by E&P companies. Additionally, volatility in commodity prices — particularly WTI crude oil and Henry Hub natural gas benchmarks, with especially pronounced volatility in realized prices at the Waha Hub — have influenced E&P operators’ development plans, rig counts and overall activity levels. More recently, the ongoing conflict in Iran, including the disruption of the global oil supply through the Strait of Hormuz, has significantly driven up commodity prices, increased inflationary pressures and increased the volatility of oil and gas prices globally, which may influence E&P operators’ drilling and production decisions.

Broader macroeconomic and policy developments, including provisions in the OBBBA (which extended certain tax incentives beneficial to fossil fuels while introducing new uncertainties) and shifts in international trade policies (such as the imposition of tariffs or product restrictions), could impair our customers’ ability to secure raw materials, equipment or financing. This, in turn, may reduce their operational activity on or around our surface acreage in the Delaware Basin. Any escalation in U.S. trade disruptions or retaliatory measures from other nations could further adversely affect demand for our land.

Despite these challenges, we believe the outlook for energy and infrastructure development, particularly within the Permian Basin, remains positive. Additionally, such development may be aided by President Trump’s various Executive Orders relating to energy production, which include expedited approvals for energy resource infrastructure as well as the removal of various impediments to the development of domestic energy resources, including oil and gas. We are well-positioned to benefit from the continued build out of supporting infrastructure in the region which will require access to surface acreage. In addition, we expect to benefit from advancements in alternative forms of energy. Alternative energy technologies often require access to material surface acreage and supporting infrastructure, which we are also well positioned to provide and facilitate.

First Quarter Results

Significant financial and operating highlights for the first quarter of 2026 include:

•

Revenues of $51.0 million, an increase of 16% as compared to the first quarter of 2025;

•

Net income of $17.9 million, an increase of 16% as compared to the first quarter of 2025;

•

Net income margin of 35%, which remained consistent with the first quarter of 2025;

•

Adjusted EBITDA(1) of $44.9 million, an increase of 16% as compared to the first quarter of 2025;

•

Adjusted EBITDA Margin(1) of 88%, which remained consistent with the first quarter of 2025;

•

Cash flow from operating activities of $41.1 million, an increase of 158% as compared to the first quarter of 2025;

•

Free Cash Flow(1) of $40.9 million, an increase of 158% as compared to the first quarter of 2025;

•

Operating cash flow margin of 81%, an increase of 125% as compared to the first quarter of 2025; and

•

Free Cash Flow Margin(1) of 80%, an increase of 122% as compared to the first quarter of 2025;

(1)

Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” for more information regarding these non-GAAP financial measures along with reconciliations to the most comparable GAAP measures.

Factors Affecting the Comparability of Our Results of Operations

Our future results of operations may not be directly comparable to our historical results of operations for the periods presented, primarily for the reasons described below.

Acquisitions

Subsequent to the first quarter of 2025, we acquired approximately 39,000 acres, inclusive of approximately 12,000 leasehold acres and approximately 3,600 acres subject to a long-term management agreement, through various acquisitions including the 1918 Acquisition, which will impact the comparability of our results of operations. We expect to pursue opportunistic future land acquisitions that complement or expand our current land position, which may impact the comparability of our results.

Credit Facility and Notes

During November 2025, OpCo entered into the 2025 Revolving Credit Facility with available capacity of $275.0 million which 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.

Additionally, during November 2025, OpCo issued $500.0 million aggregate principal amount of 6.25% fixed-rate senior unsecured notes due 2030.

Refer to Note 7 — Debt within the notes to our Unaudited Condensed Consolidated Financial Statements for additional information on our 2025 Revolving Credit Facility and Notes.

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025


	Three Months Ended March 31,				Variance
	2026		2025		Amount			Percent
Revenues:
Easements and other surface-related revenues	$	14,763	$	8,772	$	5,991			68	%
Surface use royalties		22,232		17,437		4,795			27	%
Resource sales		5,430		7,351		(1,921	)		(26	%)
Resource royalties		5,543		7,005		(1,462	)		(21	%)
Oil and gas royalties		2,972		3,386		(414	)		(12	%)
Other		65		-		65		NM
Total revenues		51,005		43,951		7,054			16	%

Resource sales-related expense		397		458		(61	)		(13	%)
Other operating and maintenance expense		1,269		1,127		142			13	%
General and administrative expense		15,726		14,728		998			7	%
Depreciation, depletion and amortization		4,425		2,601		1,824			70	%
Other operating expense, net		10		-		10		NM
Operating income		29,178		25,037		4,141			17	%

Interest expense		9,511		7,977		1,534			19	%
Other loss		10		-		10		NM
Income from operations before taxes		19,657		17,060		2,597			15	%
Income tax expense		1,789		1,601		188			12	%
Net income	$	17,868	$	15,459	$	2,409			16	%

Total revenues. Total revenues increased by $7.1 million. Please see our discussion below regarding comparative period variances in revenue sources.

Easements and other surface-related revenues. Easements and other surface-related revenues increased by $6.0 million. The increase was primarily attributable to oil and natural gas gathering and transportation pipelines and produced water handling infrastructure of $2.9 million, $2.6 million other surface income primarily related to a data center lease development agreement option period payment and $0.9 million related to road easements, partially offset by lower overhead electric easements of $0.2 million and surface and subsurface drilling location easements of $0.2 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Surface use royalties. Surface use royalties increased by $4.8 million. The increase was primarily attributable to increased produced water handling and associated skim oil royalties of $4.7 million and solid waste disposal and reclamation royalties of $0.1 million on our surface for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase associated with produced water handling royalties is primarily driven by a significant increase in produced water handling volume of approximately 311 Mbbl/d. The volume and associated revenue increase was primarily attributable to the 1918 Acquisition in 2025 coupled with organic growth on our overall surface acreage.

Resource sales. Resource sales decreased by $1.9 million. Brackish water sales decreased $2.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. Brackish water sales volume decreased by 5.7 million barrels, or 47%, to 6.5 million barrels for the three months ended March 31, 2026, as compared to 12.2 million barrels for the three months ended March 31, 2025, partially offset by a per unit sales price increase of approximately 4%, primarily driven by the customer contract mix for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. Caliche sales increased $0.8 million for the same comparative period, primarily due to construction of energy infrastructure assets in the areas surrounding our surface acreage.

Resource royalties. Resource royalties decreased by $1.5 million. The decrease was primarily attributable to lower brackish water royalties of $1.2 million and sand mine royalties of $0.3 million primarily related to lower throughput volumes.


	Three Months Ended March 31,				Variance
	2026		2025		Amount		Percent
General and administrative expense:
General and administrative expense, excluding share-based compensation	$	4,528	$	3,647	$	881		24	%
Share-based compensation		11,198		11,081		117		1	%
Total general and administrative expense	$	15,726	$	14,728	$	998		7	%

General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $0.9 million. The increase was primarily attributable to increased professional services fees of $0.6 million primarily associated with legal expense related to commercial opportunities and personnel-related expenses of $0.3 million due to incremental personnel headcount for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Depreciation, depletion and amortization. Depreciation, depletion and amortization increased by $1.8 million. The increase was primarily attributable to amortization of intangibles acquired in the 1918 Acquisition during 2025.


	Three Months Ended March 31,				Variance
	2026		2025		Amount		Percent
Interest on debt	$	8,946	$	7,438	$	1,508		20	%
Debt issuance costs amortization and write offs		565		539		26		5	%
Total interest expense	$	9,511	$	7,977	$	1,534		19	%

Interest expense. Interest expense, increased by $1.5 million. The increase was primarily attributable to a higher weighted average debt balance during the three months ended March 31, 2026, as compared to borrowings under our then-existing debt instruments for the three months ended March 31, 2025 partially offset by lower interest on the Notes and 2025 Revolving Credit Facility.

Non-GAAP Financial Measures

We use certain non-GAAP performance measures to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with GAAP. Although these non-GAAP financial and liquidity measures are important factors in assessing our operating results, profitability and performance they should not be considered in isolation or as a substitute for net income or gross margin or any other measures presented under GAAP.

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, depletion and amortization; share-based compensation; non-recurring transaction-related expenses; litigation settlements and expenses incurred outside of the ordinary course of business; debt modification and extinguishment costs; gains or losses on disposal of assets; and other non-cash or non-recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

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 as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated.


	Three Months Ended March 31,
	2026			2025
Net income	$	17,868		$	15,459
Adjustments:
Depreciation, depletion and amortization		4,425			2,601
Interest expense		9,511			7,977
Income tax expense		1,789			1,601
EBITDA		33,593			27,638
Adjustments:
Share-based compensation - Incentive Units		9,002			8,945
Share-based compensation - RSUs		2,262			2,195
Adjusted EBITDA	$	44,857		$	38,778
Net income margin		35	%		35	%
Adjusted EBITDA Margin		88	%		88	%

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.

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


	Three Months Ended March 31,
	2026			2025
Net cash provided by operating activities	$	41,120		$	15,913
Net cash used in investing activities		(2,148	)		(17,867	)
Cash used in operating and investing activities		38,972			(1,954	)
Adjustments:
Acquisitions		1,995			17,818
Proceeds from disposal of assets		(27	)		(20	)
Free Cash Flow	$	40,940		$	15,844
Operating cash flow margin (1)		81	%		36	%
Free Cash Flow Margin		80	%		36	%

(1)

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

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flows from operating activities and, if required, proceeds from borrowings under the 2025 Revolving 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. Although we believe that we will be able to partially or fully fund our short-term and long-term capital expenditures, working capital requirements and other capital needs with cash on hand and cash flows from operating activities, we may elect to use borrowings under the 2025 Revolving Credit Facility to finance our operating and investing activities. Refer to Note 7 — Debt within the notes to our Unaudited Condensed Consolidated Financial Statements for more information.

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 March 31, 2026, the Company had $500.0 million of principal debt related to our 6.25% fixed-rate senior unsecured notes due 2030 and $45.0 million of outstanding borrowings under the 2025 Revolving Credit Facility. As of March 31, 2026, the Company had $259.7 million of liquidity comprised of the $230.0 million of available borrowing capacity under the 2025 Revolving Credit Facility, and $29.7 million of cash and cash equivalents.

Dividends and Distributions


(in thousands, except for per share amounts) Cash Dividends	Date of Record	Dividends Paid to Class A Shareholders		Distributions Paid to OpCo Unitholders(1)		Rate Per Share
2026:
First Quarter	March 5, 2026	$	3,341	$	5,910	$	0.12
Total		$	3,341	$	5,910
2025:

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’ Equity

(in thousands, except share amounts)

(unaudited)

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Basis of Presentation

Consolidation

Segment Information

Significant Accounting Policies

Recent Accounting Pronouncements Not Yet Adopted

Notes

2025 Revolving Credit Facility

Incentive Units

Restricted Share Units

Credit Facility and Notes

LandBridge Co LLC 10-Q