LandBridge Co LLC
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
5. Income Taxes
Income Taxes
Our predecessor, OpCo, is a Delaware limited liability company treated as a partnership and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income in our historical financial statements does not reflect the tax expense we would have incurred if we were subject to U.S. federal income tax at an entity level during the periods prior to the IPO. Instead, taxable income is allocated to members, including the Company, and, except for Texas franchise tax, any taxable income of OpCo is reported in the respective tax returns of its members.
In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates.
The calculation of our effective tax rate was as follows for thethree and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Income (loss) before income taxes | $22,996 | $(3,884) | $60,680 | $(50,523) |
| Income tax expense (benefit) | $2,705 | $(1,128) | $6,455 | $(890) |
| Effective tax rate | 11.76% | 29.04% | 10.64% | 1.76% |
The effective tax rates for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024 differed from the statutory rate of 21.0% primarily due to the impact of the noncontrolling interest. The effective tax rate for thenine months ended September 30, 2024, was lower than the statutory rate of 21% primarily due to pre-IPO activities, during which the Company was not subject to federal income tax.
On May 23, 2025, LandBridge Holdings redeemed 1,900,000 OpCo Units (together with the cancellation of 1,900,000 of Class B shares) for an equivalent amount of Class A Shares and subsequently sold the Class A Shares in a private transaction pursuant to Rule 144 under the Securities Act through a broker-dealer. The Company did not receive any proceeds from the sale of the Class A Shares. The redemption and exchange of these OpCo Units is treated as a taxable purchase of the redeemed OpCo Units by the Company for U.S. federal and applicable state income tax purposes. As a result of this deemed purchase, the Company’s tax basis in its share of the assets of OpCo increased and the Company recorded a deferred tax asset of$30.1 million for this increase as it is expected to be recovered through future amortization deductions afforded to the Company. Because the deferred tax asset arose in connection with a transaction between the Company and its shareholders, the initial deferred tax asset is recorded in Class A shares on the condensed consolidated balance sheets.
The Company regularly evaluates all deferred tax assets as to their future realization using positive and negative evidence. As of September 30, 2025, the Company believes it is more likely than not that all deferred tax assets will be realized and as a result, the Company has not recorded a valuation allowance against its deferred tax assets.
On July 4, 2025, the BBB Act was signed into law which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company has evaluated the impact of the new legislation and has concluded it does not have a material impact on the results of operations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.