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
Item 5. Other Information
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
On November 12, 2025, OpCo completed the 1918 Acquisition. Pursuant to the Contribution Agreement, OpCo (i) paid Contributor approximately $208.3 million in cash, consisting of approximately $200.0 million drawn under the DDTL Facility, approximately $5.0 million drawn under the Revolving Credit Facility and approximately $3.3 million in available cash, and (ii) issued 657,411 OpCo Units to Contributor (together with an equal number of Class B shares). The Company applied a deposit of approximately $10.0 million against the purchase price for the 1918 Acquisition at closing.
The Contribution Agreement contains representations, warranties and other provisions that were made only for purposes of the Contribution Agreement and as of specific dates and were solely for the benefit of the parties thereto. The Contribution Agreement is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business or operational information about the Company, OpCo, the Contributor or the assets to be acquired from the Contributor. The representations and warranties made by the Company and the Contributor in the Contribution Agreement may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Trading Arrangements and policies.
During the three months ended September 30, 2025, none of our officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.