LandBridge Co LLC

Organization

LandBridge Company LLC (the “Company,” “LandBridge,” “we,” “our” and “us”) was formed on September 27, 2023 as a Delaware limited liability company. WaterBridge NDB LLC (“NDB LLC”) is the sole member of the Company. The Company is governed by a Limited Liability Company Agreement, dated September 27, 2023 (the “LLC Agreement”).

On July 1, 2024, immediately prior to the Offering (as defined below), NDB LLC was divided into two Delaware limited liabilities in accordance with a plan of division: (i) NDB LLC and (ii) LandBridge Holdings LLC (“LandBridge Holdings”), a new Delaware limited liability company created by, and resulting from, the division (collectively, the “Division”). As a result of the Division, LandBridge Holdings became the sole member of the Company and entered into an Amended & Restated Limited Liability Company Agreement, dated July 1, 2024 (the “A&R LLC Agreement”) in connection with the Offering.

On July 1, 2024, immediately following the Division, the Company closed the offering of 14,500,000 Class A shares representing limited liability company interests (“Class A shares”) at a price to the public of$17.00 per share (the “Offering”). In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 2,175,000 Class A shares at the public offering price, which the underwriters’ exercised in full on July 1, 2024. In addition to the Class A shares sold in the Offering, on July 1, 2024, LandBridge sold 750,000 Class A shares at a price of$17.00 per Class A share in a concurrent private placement to an accredited investor (the “concurrent private placement”). See Note 5 – Subsequent Events for additional information related to the Offering and concurrent private placement.

The Company is a holding company and its principal asset is membership interests in OpCo. As the managing member of OpCo, the Company operates and controls all of the business and affairs of OpCo, and through OpCo and its subsidiaries, conducts its business. As a result, beginning in the third quarter of 2024, the Company will consolidate the financial results of OpCo and report noncontrolling interest related to the portion of OpCo Units not owned by the Company, which will reduce net income attributable to the Company’s Class A shareholders.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption is required for private companies. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenues, or more than $700.0 million in market value of our common shares held by non-affiliates or issue more than $1.0 billion of non-convertible debt securities over a three-year period.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements (the “Financial Statements”) of the Company have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflects all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company's annual audited financial statements and accompanying notes for the year ended December 31, 2023, included within the Company’s final prospectus filed with the SEC on June 28, 2024 (the “Prospectus”), pursuant to Rule 424(b) under the Securities Act.

Separate Statements of Operations, Changes in Member’s Equity and Cash Flows have not been presented because we have not had any business transactions or activities since inception as of September 27, 2023 through June 30, 2024, except for our initial capitalization. In this regard, we have determined that general and administrative costs associated with the formation and daily management of the Company are insignificant. All dollar amounts in the balance sheets and in the notes are stated in dollars unless otherwise indicated.

Notes to the Balance Sheets (Unaudited)

Income taxes

The Company has elected to be treated as a corporation for U.S. federal income tax purposes and is subject to U.S. federal and state income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. As of June 30, 2024 and December 31, 2023, there areno income tax related balances reflected in our balance sheets.

Member’s Equity

As provided for in the LLC Agreement, NDB LLC held 100% of the limited liability company interests of the Company as of June 30, 2024. The Company’s limited liability company interests were generally consistent with ordinary equity ownership interests. The Company was capitalized with a deemed non-cash contribution of$1,000 from NDB LLC on September 27, 2023.

Distributions (including liquidating distributions) are to be made to the sole member at a time to be determined by the board of managers. There are no restrictions on distributions. The sole member’s equity account will be adjusted for distributions paid to, and additional capital contributions that are made by the sole member. All revenues, costs and expenses of the Company are allocated to the sole member in accordance with the LLC Agreement.

Under the A&R LLC Agreement, the Company is authorized to issue an unlimited number of additional limited liability company interests of any type without the approval of our shareholders, subject to the rules of the New York Stock Exchange. The Company has two classes of authorized equity securities outstanding: Class A shares and Class B shares representing limited liability company interests (“Class B shares” and, together with Class A shares, “common shares”). Our Class B shares have no economic rights but entitle holders to one vote per Class B share on all matters to be voted on by shareholders generally. Holders of Class A shares and Class B shares will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by the A&R LLC Agreement. Only the Class A shares will have economic rights and entitle holders to participate in any dividends our board of directors may declare. Following the Offering, including the underwriters’ option, and the concurrent private placement, the Company has the following outstanding common shares:

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17,425,000 shares of Class A shares, and

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55,726,603 shares of Class B shares

Commitments and Contingencies

In the ordinary course of business, the Company may be subject to various legal, regulatory and/or other administrative proceedings. There are currently no such proceedings to which the Company is a party.

Subsequent Events

On July 1, 2024, we closed the Offering of 16,675,000 shares of Class A shares (including 2,175,000 Class A shares issued and sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares of Class A common shares), at a price to the public of$17.00 per share ($15.94 per share net of underwriting discounts). In addition to the Class A shares sold in the Offering, on July 1, 2024 LandBridge sold 750,000 Class A shares at a price of$17.00 per Class A share in the concurrent private placement (16.67 per share net of private placement fees). The Company received net proceeds from the Offering, including the underwriters’ option to purchase additional shares, and the concurrent private placement of approximately$270.9 million, after deducting underwriting discounts, fees and $7.5 million of offering expenses payable by the Company (with any additional offering expenses to be paid by the Company out of cash on balance sheet). The Company contributed all of the net proceeds received from the Offering to OpCo in exchange for membership interests in OpCo (“OpCo Units”) at a per-unit price equal to the per share price paid by the underwriters for our Class A shares in the Offering. OpCo distributed approximately$170.9 million to its existing owners and utilized approximately$100.0 million to repay outstanding borrowings under the Credit Facilities.

We contributed all the net proceeds of the Offering, including the net proceeds from the underwriters’ exercise of their option in full to purchase additional Class A shares, and the concurrent private placement to OpCo in exchange for 17,425,000 OpCo Units.