LandBridge Corp

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

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Total revenues. Total revenues increased by $20.1 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. Please see our discussion below regarding comparative period variances in revenue sources.

Surface use royalties. Surface use royalties increased by $8.0 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was attributable to increased produced water handling and associated skim oil royalties on our surface. The increase associated with produced water handling royalties is primarily driven by a significant increase in produced water handling volume of approximately 652 MBbl/d. The volume and associated revenue increase was primarily attributable to the Wolf Bone Ranch Acquisition and the 1918 Acquisition coupled with organic growth on our overall Stateline Position.

Easements and other surface-related revenues. Easements and other surface-related revenues increased by $11.3 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily attributable to oil and natural gas gathering and transportation pipelines and produced water handling infrastructure of $15.5 million partially offset by a decrease of $2.6 million in road easements and $1.6 million in subsurface easements during the three months ended September 30, 2025.

Resource sales. Resource sales increased by $1.5 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily attributable to caliche sales of $0.8 million due to construction of infrastructure assets in the areas surrounding our surface acreage and brackish water sales of $0.7 million. Brackish water sales volume were relatively flat at 10.1 million barrels for the three months ended September 30, 2026, as compared to 10.0 million barrels for the three months ended September 30, 2025, with a per unit sales price increase of approximately 19%, primarily driven by the customer contract mix and job locations for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.

Oil and gas royalties. Oil and gas royalties increased by $0.7 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily attributable to higher realized commodity prices of $0.7 million due to higher oil and condensate prices.

Other revenue. Other revenue decreased by $1.7 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The decrease is attributable to the minimum revenue commitment (“MRC”) related to the Wolf Bone Ranch Acquisition recognized during the three months ended September 30, 2025. The MRC is being met during the three months ended September 30, 2026.

Resource sales-related expense. Resource sales-related expense increased by $0.7 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase is related to higher brackish water purchases of $0.4 million related to brackish water sales and brackish water royalties of $0.2 million related to managed water assets utilized in conjunction with assets acquired in the 1918 Acquisition.

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General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $2.1 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily attributable to higher professional services fees of $0.9 million primarily related to the corporate conversion, corporate shared services allocation from WaterBridge of $0.7 million to support underlying growth of the business, personnel-related expenses of $0.3 million due to incremental personnel headcount and $0.2 million of other corporate expenses primarily related to ratings agency monitoring and board-related fees.

Share-based compensation decreased by $2.1 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The decrease is attributable to lower amortization of $2.6 million related to fully amortized LBH Management Units partially offset by higher restricted share units (“RSUs”) amortization of $0.5 million related to new issuances.

Depreciation, depletion and amortization. Depreciation, depletion and amortization increased by $2.0 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily attributable to amortization of intangible assets acquired in the 1918 Acquisition during 2025.

Interest expense. Interest expense increased by $2.0 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily attributable to a higher interest of $3.9 million due to a higher weighted average debt balance during the three months ended September 30, 2026 partially offset by lower interest of $2.0 million due to a lower weighted average interest rate on the Notes and 2025 Revolving Credit Facility.

Income tax expense. Income tax expense increased by $1.6 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily attributable to higher taxable income, while the effective tax rate remained relatively consistent.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

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Total revenues. Total revenues increased by $46.4 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. Please see our discussion below regarding comparative period variances in revenue sources.

Surface use royalties. Surface use royalties increased by $21.7 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was attributable to increased produced water handling and associated skim oil royalties of $21.3 million and solid waste disposal and reclamation royalties of $0.4 million on our surface. The increase associated with produced water handling royalties is primarily driven by a significant increase in produced water handling volume of approximately 530 MBbl/d. The volume and associated revenue increase was primarily attributable to the Wolf Bone Ranch Acquisition and 1918 Acquisition as well as continued development across our Stateline Position.

Easements and other surface-related revenues. Easements and other surface-related revenues increased by $26.4 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily attributable to oil and natural gas gathering and transportation pipelines and produced water handling infrastructure of $29.3 million partially offset by a decrease of $1.5 million in road easements and $1.4 million in subsurface easements during the nine months ended September 30, 2025.

Resource royalties. Resource royalties decreased by $1.3 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The decrease was primarily attributable to lower sand mine royalties of $0.8 million and brackish water royalties of $0.5 million primarily related to lower produced royalty volumes. Brackish water royalty volume decreased by 3.3 million barrels, or 12%, to 24.5 million barrels for the nine months ended September 30, 2026, as compared to 27.8 million barrels for the nine months ended September 30, 2025, partially offset by a per unit royalty price increase of approximately 8%, primarily driven by the customer contract mix and minimum royalty payments for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.

Other revenue. Other revenue decreased by $1.6 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The decrease is attributable to the MRC related to the Wolf Bone Ranch Acquisition recognized during the nine months ended September 30, 2025. The MRC is being met during the nine months ended September 30, 2026.

Resource sales-related expense. Resource sales-related expense increased by $1.2 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase is related to higher brackish water purchases of $0.6 million related to brackish water sales and brackish water royalties of $0.6 million related to managed water assets utilized in conjunction with assets acquired in the 1918 Acquisition.

General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $4.2 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily attributable to higher professional services fees of $1.8 million primarily related to corporate conversion as well as commercial opportunities, corporate shared services allocation from WaterBridge of $1.2 million to support underlying growth of the business, personnel-related expenses of $0.7 million due to incremental personnel headcount and $0.5 million of other corporate expenses primarily related to ratings agency monitoring and board-related fees.

Share-based compensation decreased by $2.0 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The decrease is attributable to lower amortization of $2.6 million related to fully amortized LBH Management Units partially offset by higher RSU amortization of $0.6 million related to new issuances.

Depreciation, depletion and amortization. Depreciation, depletion and amortization increased by $5.6 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily attributable to amortization of intangibles acquired in the 1918 Acquisition during 2025.

Interest expense. Interest expense increased by $4.8 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily attributable to higher interest of $10.7 million due to a higher weighted average debt balance of $184.0 million, partially offset by lower interest of $6.3 million due to a lower weighted average interest rate on the Notes and 2025 Revolving Credit Facility.

Income tax expense. Income tax expense increased by $3.6 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily attributable to higher taxable income, while the effective tax rate remained relatively consistent.

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

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Other for the three and nine months ended September 30, 2026 consists of costs associated with the reverse 1031 exchanges.

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. We define Free Cash Flow Margin as Free Cash Flow divided by total revenues.

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.

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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 September 30, 2026, the Company had $500.0 million in principal amount of debt related to the Notes and $265.0 million of outstanding borrowings under the 2025 Revolving Credit Facility. As of September 30, 2026, the Company had $126.8 million of liquidity comprised of the $110.0 million of available borrowing capacity under the 2025 Revolving Credit Facility and $16.8 million of cash and cash equivalents.

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On November 3, 2026, the Company’s board of directors declared a dividend on our Class A Common Stock of $0.12 per share, payable on December 10, 2026 to Class A Common Stock holders of record as of November 25, 2026 and a corresponding required cash distribution to OpCo unitholders.

On November 3, 2026, the Company’s board of directors, acting on behalf of the Company in its capacity as the managing member of OpCo, approved a payment for tax distributions from OpCo to OpCo unitholders (other than the Company) in the amount of $5.2 million. This amount is inclusive of OpCo unitholders’ (other than the Company) pro rata share of estimated federal income tax liability and an additional tax distribution in excess of the Company’s then-current income tax obligation as provided for under the Second Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC, dated as of October 13, 2026. This amount is expected to be paid during the fourth quarter of 2026.

Cash Flows

The following table summarizes our cash flow for the nine months ended September 30, 2026 and 2025:

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $43.9 million. The increase was attributable to cash flow related to higher net income, net of adjustment items, of $33.7 million and an increase attributable to working capital accounts of $10.2 million. The increase in net income, net of adjustment items, is primarily attributable to revenue growth related to continued commercialization of acreage, partially offset by higher adjustment items, primarily intangible asset amortization related to the 1918 Acquisition in 2025. The increase in cash flow attributable to working capital accounts was primarily attributable to higher accrued interest due to timing of interest payments related to the Notes issued in November 2025.

Net Cash Used in Investing Activities. Net cash used in investing activities increased $259.7 million. The increase was primarily attributable to higher acquisition and acquisition-related expenditures for the nine months ended September 30, 2026 of $279.0 million as compared to $18.8 million for the nine months ended September 30, 2025. See Note 4 —Asset Acquisitions within the notes to our Financial Statements.

Net Cash Provided by (Used in) Financing Activities. Net cash provided by financing activities increased $210.6 million. Net cash provided by financing activities for the nine months ended September 30, 2026 primarily consisted of $192.3 million of debt borrowings, net of repayments and debt issuance costs, partially offset by $50.7 million of dividends, dividend equivalents and distributions paid to shareholders and $6.6 million of required tax withholding related to the net settlement of Class A shares. Net cash used in financing activities for the nine months ended September 30, 2025 primarily consisted of $52.8 million of dividends, dividend equivalents and distributions paid to shareholders, $16.2 million of debt repayments, net of proceeds, $5.7 million of required tax withholding related to the net settlement of Class A shares, and $1.1 million of offering costs paid related to the December 2024 private placement.

Capital Requirements

We focus our business model on entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, while minimizing our capital requirements for both current and future commercial opportunities, resulting in the ability to create significant Free Cash Flows. Our contracts generally include inflation escalators, which, when combined with our relatively low operating and capital expenditures, may assist in mitigating our exposure to broader inflationary pressures. As a landowner, we incur the initial cost to acquire our acreage, but thereafter we incur modest development capital expenditures and operating expenses as it relates to operations on our land or our mineral and royalty interests, as such expenses are borne primarily by our customers. As a result, we expect that additional significant capital expenditures would be related to our acquisition of additional surface acreage, should we elect to do so.

The amount and allocation of future acquisition-related capital expenditures will depend upon a number of factors, including the size of the acquisition opportunity, our cash flows from operating activities and our investing and financing activities. For the three and nine months ended September 30, 2026, we incurred $266.8 million and $279.0 million in acquisition-related capital expenditures, respectively.

We periodically assess changes in current and projected cash flows, acquisition and divestiture activities and other factors to determine the effects on our liquidity. We believe that our cash on hand and cash flow from operating activities will provide us with sufficient liquidity to execute our current strategy. However, our ability to generate cash is subject to a number of factors that may directly or indirectly affect us, many of which are beyond our control, including commodity prices and general economic, financial, competitive, legislative, regulatory and other factors. If we require additional capital for acquisitions or other reasons, we may seek such capital through traditional borrowings under our debt instruments, offerings of debt and equity securities or other means. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to complete acquisitions that may be favorable to us.

As our board of directors declares cash dividends to our Class A shareholders, we expect the dividend to be paid from Free Cash Flow. We do not currently expect to borrow funds or to adjust planned capital expenditures to finance dividends on our Class A shares. The timing, amount and financing of dividends, if any, will be subject to the discretion of our board of directors from time to time.

Debt Instruments

In November 2025, OpCo entered into the 2025 Revolving Credit Facility, which provides for aggregate revolving commitments of $275.0 million and matures on the Maturity Date.

In August 2026, OpCo entered into the August 2026 Amendment to increase aggregate revolving commitments from $275.0 million to $375.0 million through the full exercise of the incremental commitment capacity available under the 2025 Revolving Credit Facility and establish an additional incremental commitment capacity of up to $100.0 million, which may be exercised by OpCo from time to time, subject to the receipt of additional lender commitments and satisfaction of the other conditions set forth in the 2025 Revolving Credit Facility. The August 2026 Amendment also reduced the applicable margins and the applicable percentage for letter of credit fees for each pricing level by 0.25%. All other material terms of the 2025 Revolving Credit Facility, including the Maturity Date, the commitment fee and the financial and other covenants, remained unchanged after giving effect to the August 2026 Amendment.

In November 2025, OpCo, as the issuer, 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 the Notes.

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.

Critical Accounting Estimates

The preparation of our Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in the 2025 Form 10-K.

Recently Issued Accounting Pronouncements Not Yet Adopted

For a summary of recently issued accounting pronouncements, refer to Note 2 —Summary of Significant Accounting Policies within the notes to our unaudited condensed consolidated financial statements.

Off Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.