8-K/A - LB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 30, 2024 (December 19, 2024)

LandBridge Company LLC

(Exact Name of Registrant as Specified in Charter)

Delaware	001-42150	93-3636146
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 230-8864

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Class A shares representing limited liability company interests	LB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Introductory Note.

On December 26, 2024, LandBridge Company LLC (NYSE: LB) (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed the consummation of the Company’s previously announced acquisition of approximately 46,000 surface acres (“Wolf Bone Ranch”) located in Reeves and Pecos Counties, Texas (the “Acquisition”), pursuant to that certain Purchase and Sale Agreement between DBR Land LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Company, and Wolf Bone Ranch Partners LLC, a Texas limited liability company. The Acquisition was consummated on December 19, 2024.

This Current Report on Form 8-K/A amends the Original Report to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Original Report remain unchanged.

Item 9.01.	Financial Statements and Exhibits.
(a)	Financial Statements of Businesses Acquired.
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The following historical financial statements of Wolf Bone Ranch are attached as Exhibit 99.1 hereto and incorporated herein by reference.

•	The audited financial statements of Wolf Bone Ranch as of September 30, 2024, and for the nine months ended September 30, 2024, and the related notes to such financial statements.
(b)	Pro Forma Financial Information.
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The following unaudited pro forma condensed consolidated financial statements of the Company are attached as Exhibit 99.2 hereto and incorporated herein by reference.

•	The unaudited pro forma condensed consolidated financial statements of the Company as of September 30, 2024, and for the nine months ended September 30, 2024 and for the year ended December 31, 2023, and the related notes to such financial statements.
(d)	Exhibits.
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Exhibit	Description
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23.1	Consent of KPMG LLP.
99.1	Audited financial statements of Wolf Bone Ranch as of September 30, 2024, and for the nine months ended September 30, 2024.
99.2	Unaudited pro forma condensed consolidated financial statements of LandBridge Company LLC as of September 30, 2024, and for the nine months ended September 30, 2024 and for the year ended December 31, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 30, 2024

LANDBRIDGE COMPANY LLC
By:	/s/ Scott L. McNeely
Name:	Scott L. McNeely
Title:	Chief Financial Officer

EX-23.1

EXHIBIT 23.1 ****

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (No. 333-280696) on Form S-8 of our report dated December 11, 2024, with respect to the financial statements of Wolf Bone Ranch Partners LLC.

/s/ KPMG LLP
KPMG LLP<br> <br><br><br><br>Houston, Texas

December 30, 2024

EX-99.1

Exhibit 99.1

LOGO

KPMG LLP

811 Main Street

Houston, TX 77002

Independent Auditors’ Report

The Owners of

Wolf Bone Ranch Partners LLC:

Opinion

We have audited the financial statements of Wolf Bone Ranch Partners LLC (the Company), which comprise the balance sheet as of September 30, 2024, and the related statements of income, changes in net investment, and cash flows for the nine-months then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the nine-months then ended in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 2 to the financial statements, the Company’s business is derived from the financial statements and accounting records of VTX Energy Partners, LLC to reflect the financial position and results of operations of the Company. The financial statements of the Company reflect the assets, liabilities and expenses directly attributable to the Company, as well as allocations deemed reasonable by management, to present the financial position, results of operations, and cash flows of the Company on a stand-alone basis and do not necessarily reflect the financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, stand-alone entity during the period presented. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•	Exercise professional judgment and maintain professional skepticism throughout the audit.
•	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or<br>error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
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•	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are<br>appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
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•	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting<br>estimates made by management, as well as evaluate the overall presentation of the financial statements.
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•	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise<br>substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
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We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ KPMG LLP
Houston, Texas
December 11, 2024

WOLF BONE RANCH PARTNERS, LLC

Balance Sheet

September 30, 2024

(In thousands)

Current assets:
Cash and cash equivalents	$	340
Accounts receivable:
Trade accounts receivable		738
Due from affiliates		—
Total current assets		1,078
Field and other property and equipment, at cost		92,317
Less: accumulated depreciation, depletion, and amortization		(3,978	)
Property and equipment, net		88,339
Total assets	$	89,417
Current liabilities:
Accrued expenses and other current liabilities	$	372
Due to affiliates		—
Total current liabilities		372
Contract liabilities		4,675
Asset retirement obligation		49
Total liabilities		5,097
Members’ equity		—
Net investment		84,320
Retained earnings		—
Total members’ equity		84,320
Total liabilities and net investment	$	89,417

See accompanying notes to financial statements.

WOLF BONE RANCH PARTNERS, LLC

Income Statement

Ninemonths ended September 30, 2024

(In thousands)

Revenues:
Saltwater disposal royalties	$	12,196
Right of way		1,972
Sale of freshwater		10,250
Total revenues		24,418
Costs and expenses:
Lease operating expenses		1,325
Workover expenses		375
Depreciation, depletion, and amortization		1,884
Accretion of asset retirement obligations		2
General and administrative expenses		404
Taxes other than on earnings		25
Total costs and expenses		4,016
Net income	$	20,402

See accompanying notes to financial statements.

WOLF BONE RANCH PARTNERS, LLC

Statement of Changes in Net Investment

September 30, 2024

(In thousands)

	Net Investment
Balance – December 31, 2023	$	89,071
Change in net investment		(25,153	)
Net income		20,402
Balance – September 30, 2024	$	84,320

See accompanying notes to financial statements.

WOLF BONE RANCH PARTNERS, LLC

Statement of Cash Flows

Nine months ended September 30, 2024

(In thousands)

Operating activities:
Net income	$	20,402
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, and amortization		1,884
Accretion of asset retirement obligations		2
Changes in operating assets and liabilities:
Accounts receivable		(107	)
Accounts payable		9
Accrued liabilities		346
Other liabilities		(356	)
Net cash used provided by operating activities		22,181
Investing activities:
Purchases of equipment		(68	)
Net cash used in investing activities		(68	)
Financing activities:
Change in net investment		(25,153	)
Net cash used in financing activities		(25,153	)
Net decrease in cash and cash equivalents		(3,040	)
Cash and cash equivalents at beginning of period		3,380
Cash and cash equivalents at end of period	$	340
Supplemental disclosure of noncash activity:
Cash paid for interest		—
Accrued capital expenditures		—

See accompanying notes to financial statements.

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements

September 30, 2024

(In thousands)

(1)	Organization and Business

Wolf Bone Ranch Partners LLC (WBR or the Company) was incorporated in the State of Texas on September 14, 2010, to produce fresh water for sale to entities engaged in the development of onshore domestic oil and natural gas properties, primarily within the Permian Basin. WBR also earns revenue from royalties from produced water volumes transported on WBR’s surface locations and from other surface use activities related to oil and gas operations conducted on properties owned by the Company.

WBR is a wholly owned subsidiary of WBRP Holdings Sub Parent, LLC which is wholly owned by Delaware Basin Investment Group Intermediate, LLC (DBIG). VTX Energy Partners, LLC (VTX) entered into a Membership Interest Purchase Agreement with DBIG on January 13, 2023, to acquire 100% of the membership interests of DBIG, which also wholly owns a number of affiliated oil and gas companies. The transaction closed on March 14, 2023.

(2)	Summary of Significant Accounting Policies and Basis of Presentation

Accounting policies used by WBR reflect industry practices and conform to accounting principles generally accepted in the U.S. (GAAP). The accompanying financial statements were prepared on a carve-out basis and were derived from the financial statements and accounting records of VTX to reflect the financial position and results of operations of WBR. The accompanying financial statements represent the financial information of a specific entity of VTX and exclude certain assets, liabilities, revenues and expenses of VTX’s other businesses. The historical costs and expenses reflected in the financial statements of WBR include an allocation for certain shared general and administrative expenses. These expenses have been allocated to the WBR financial statements pro-rata based upon revenues, which is considered to be a reasonable reflection of the historical utilization levels of these expenses. For further discussion on these allocations, refer to Note 6, Related Party Transactions. Results of operations presented are for the nine-month period ended September 30, 2024, and are not necessarily indicative of the results of operations for the year ending December 31, 2024.

WBR is dependent upon VTX for all of its working capital as VTX uses a centralized approach to cash management for its operations. Accordingly, none of VTX’s cash at the centralized location has been allocated to the WBR financial statements. Net investment represents VTX’s interest in the recorded net assets of WBR. All significant transactions between WBR and VTX have been included in the accompanying financial statements. Transactions with VTX are reflected in the accompanying Statement of Changes in Net Investment as “change in net investment” and in the accompanying Balance Sheet within “net investment”. Significant accounting policies are discussed below.

(a) Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We use historical experience and various other assumptions and information that are believed to be reasonable under the circumstances in developing our estimates and judgments. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While we believe that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results may differ from these estimates. Changes in estimates are recorded prospectively. Significant assumptions are required in the estimation of asset retirement

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

obligations (AROs) and in the allocation of certain shared general and administrative expenses. It is possible these estimates could be revised at future dates and these revisions could be material.

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains bank accounts at a financial institution in the United States.

(c) Accounts Receivable

Receivables consist of receivables from the sale of fresh water, surface royalties from the disposal of produced saltwater and surface use contracts.

(d) Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash and cash equivalents are maintained in bank deposit accounts which, at times, may exceed the federally insured limits. Management periodically reviews and assesses the financial conditions of the banks to mitigate the risk of loss.

Accounts receivable is concentrated among operators and purchasers engaged in the energy industry within the United States. WBR periodically assesses the financial condition of these entities and institutions and considers any possible credit risk to be minimal. Management does not believe that the loss of any customer would have a long-term material adverse effect on the Company’s financial position or the results of operations due to the remaining useful life of the oil and gas fields adjacent to WBR’s assets. No reserve for credit losses was recorded at September 30, 2024.

(e) Property and Equipment

The Company has property and equipment that consists principally of land, freshwater wells, water mineral rights, and buildings. Land is recorded at cost and not depreciated. Fresh water wells are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of approximately five years. Water minerals are recorded at their reserve value and depleted using the units of production method. The building is recorded at cost and depreciated on a straight-line basis over the estimated useful life of thirty years. The cost of maintenance and repairs are expensed in the period incurred. Expenditures that extend the life or improve existing property and equipment are capitalized.

Property and equipment are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property. When a triggering event is identified, we compare the carrying amount of the property to the estimated undiscounted cash flows our property and equipment will generate to determine if the carrying amount is recoverable. We perform this analysis on the aggregate value of all assets of a similar type. If the carrying amount exceeds the estimated undiscounted cash flows, we will write down the carrying amount of the asset to fair value. The factors used to determine fair value include, but are not limited to, estimates of future revenues, future production estimates, and discount rates commensurate with the risk associated with realizing the projected cash flows.

As a result of our annual impairment test, we determined that there were no triggering events requiring the evaluation of the recoverability of property and equipment. We did not incur any impairment expense during the nine-month period ended September 30, 2024.

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

(f) Leases

We record a net operating lease right-of-use (ROU) asset and operating lease liability on the balance sheet for all operating leases with a lease term in excess of 12 months. No ROU assets were recorded as of September 30, 2024.

(g) Income Taxes

The Company is organized as a Texas Limited Liability Company which is disregarded for federal income tax purposes. As a result, the net taxable income of the Company and any related tax credits are reported by the members and are included in their tax returns even though such net taxable income or tax credits may not have actually been distributed. Accordingly, no federal tax provision has been recorded in the Company’s financial statements. The Company is subject to Texas margin tax based on revenue generated from operations within the state. The Company did not record a deferred tax asset or liability related to the Texas margin tax as of September 30, 2024, as the amount was immaterial.

(h) Asset Retirement Obligation

The Company applies the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 410-20, Asset Retirement and Environmental Obligations—Asset Retirement Obligations, to account for estimated future abandonment costs. ASC 410-20 requires legal obligations associated with the retirement of long-lived assets to be recognized at their estimated fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset and allocated to expense over the useful life of the asset. WBR’s asset retirement obligations primarily represent the present value of the estimated amount the Company will incur to abandon and remediate a water pipeline at the end of its productive life, in accordance with applicable state laws.

(i) Revenue Recognition

Operating Revenues

We hold operated working interests in freshwater assets and in land. We are responsible for the day-to-day management of these assets and the operation as well as negotiations required for transportation and gathering.

We sell fresh water from various centralized facilities and collect revenues based on contractual prices with related parties as well as third parties. We collect saltwater disposal royalties from the saltwater volumes that are transported on our surface for disposal by third parties and by one of our affiliates. We collect revenues from surface use agreements for various utilization of our surface by affiliates and by third parties based on contractual prices.

Performance Obligations

Under product sales contracts and contracts for saltwater disposal royalties, each unit of production generally represents a separate performance obligation. We record revenue for our product sales contracts at the point-in-time control of a product is transferred to the customer. We record revenue for our saltwater disposal royalties at the point-in-time the disposal of saltwater volumes are completed.

Under surface use contracts, payments are received by WBR from third parties at the inception of the contractual period. We record revenue ratably over the period of time agreed upon in the respective surface use contracts. Revenue recognized is included in the Income Statement in revenues from Right of Way. Future revenues to be recognized are shown on the balance sheet as contract liabilities.

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

At the end of the reporting period, we did not have any unsatisfied performance obligations. Our contracts with customers do not typically include variable consideration and thus our contracts with customers do not require us to constrain variable consideration for accounting purposes.

Revenue is recognized to the extent it is determined that it is probable that a significant reversal will not occur. We record the differences between our revenue estimates and the actual amounts received in the month that payment is received.

(j) Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of environmental remediation costs from third parties that are probable of realization are separately recorded as assets and are not offset against the related environmental liability.

Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study. Such accruals are adjusted as further information develops or circumstances change. Costs of expected future expenditures for environment remediation obligations are not discounted to their present value.

(k) Recently IssuedAccounting Standards

There are no recently issued accounting standards that the Company has not adopted yet and would be applicable to us.

(3)	Property and Equipment

The following table summarizes facilities, infrastructure and other property, plant, and equipment as of September 30, 2024:

			As ofSeptember 30,2024
	(years)		(in thousands)
Freshwater wells		5		12,446
Land		—		37,336
Water mineral rights		—		41,684
Office Buildings		30		851
Field and other property and equipment, at cost				92,317
Less: accumulated depreciation, amortization and impairment				(3,978	)
Field and other property and equipment, net			$	88,339
(4)	Asset Retirement Obligations
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The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred, along with a corresponding increase in the carrying amount of the related long-lived asset. The

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

following table summarizes the activities of the Company’s asset retirement obligations for the period ended September 30, 2024:

	As ofSeptember 30,2024
	(in thousands)
Balance at beginning of period	$	47
Additions		—
Acquisitions		—
Retirements		—
Accretion expense		2
Revisions		—
Balance at end of period		49
Less: current portion		—
Balance at end of period, noncurrent portion	$	49

No settlements of asset retirement obligations occurred during the period ended September 30, 2024.

(5)	Commitments and Contingencies

The Company may, from time to time, be a party to certain lawsuits and claims arising in the ordinary course of business. The outcome of such lawsuits and claims cannot be estimated with certainty and management may not be able to estimate the range of possible losses. The Company records reserves for contingencies when information available indicates that a loss is probable, and the amount of the loss can be reasonably estimated. The Company was not involved in any litigation, claims, or other legal proceedings at September 30, 2024, and as such, there are no liabilities recorded at September 30, 2024 related to loss contingencies.

(6)	Related-Party Transactions

The Company has related party transactions with affiliated entities. These transactions are for revenues from the sale of freshwater, royalties related to disposal of produced water and surface use agreement revenues. The value of these related party revenues are summarized below for the nine-month period ended September 30, 2024.

	For thenine-monthperiod endedSeptember 30,2024
	(in thousands)
Saltwater disposal royalties	$	11,562
Right of way		674
Sale of freshwater		8,776
	$	21,012

The Company is party to a management services agreement with VTX Energy Operating, LLC, a related party, and other affiliates. Pursuant to the agreement, as of March 14, 2023, the Company receives common management in addition to general and administrative services to support of the Company’s operations. The Company does not pay a fee for services provided to the Company under the agreement. However, general and

WOLF BONE RANCH PARTNERS LLC

Notes to Financial Statements (Continued)

administrative costs are allocated to the Company based on its pro-rata share of consolidated revenues. For the nine-month period ended September 30, 2024, the Company was allocated $404 thousand of general and administrative expenses.

(7)	Subsequent Events

In preparing the accompanying financial statements, management has evaluated all subsequent events and transactions for potential recognition or disclosure through December 11, 2024, the date the financial statements were available for issuance.

On November 18, 2024, the Company entered into a purchase and sale agreement with DBR Land LLC for the sale of certain tracts or parcels of land consisting of approximately 46,000 acres, and associated surface use agreements, located in Reeves and Pecos Counties, Texas for an aggregate purchase price of $245.0 million, subject to customary closing conditions. The sale excludes certain assets and liabilities primarily consisting of cash, buildings and the freshwater wells and infrastructure and associated liabilities.

There were no other subsequent events that required recognition or disclosure.

EX-99.2

Exhibit 99.2

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Financial Statements

Introduction

LandBridge Company LLC (the “Company”) was formed on September 27, 2023 by WaterBridge NDB LLC, and prior to July 1, 2024, did not have historical financial operating results. For purposes of amounts prior to July 1, 2024, our accounting predecessor is DBR Land Holdings LLC, which was formed in September 2021.

The following unaudited pro forma condensed consolidated financial statements reflect the historical consolidated results of DBR Land Holdings LLC, prior to July 1, 2024, on a pro forma basis to give effect to the following transactions (collectively, the “Transactions”), which are described in further detail below, as if they had occurred on September 30, 2024, for purposes of the unaudited pro forma balance sheet, and on January 1, 2023, for purposes of the unaudited pro forma statement of operations:

Pro Forma Balance sheet

•	the acquisition of the Wolf Bone Ranch assets (“Wolf Bone Acquisition”) described under<br>“Summary—Recent Developments—Wolf Bone Acquisition” elsewhere in this prospectus and related private placement described under “Summary—Recent Developments—December Private Placement” elsewhere in this<br>prospectus.

Pro Forma Statement of Operations

•	the contemplated transactions described under “Summary—Recent Developments—Initial Public Offering<br>and Corporate Reorganization” elsewhere in this prospectus;
•	the initial public offering of Class A shares representing limited liability company interests<br>(“Class A shares”) and the use of the net proceeds (the “Offering”);
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•	a provision for corporate income taxes at an effective rate of 14.4% for the nine months ended September 30,<br>2024 and 16.2% for the year ended December 31, 2023, inclusive of all U.S. federal, state and local income taxes; and
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•	the acquisition of the East Stateline Ranch assets (“East Stateline Acquisition”).<br>
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•	the acquisition of the Wolf Bone Ranch assets (“Wolf Bone Acquisition”) described under<br>“Summary—Recent Developments—Wolf Bone Acquisition” elsewhere in this prospectus and related private placement described under “Summary—Recent Developments—December Private Placement” elsewhere in this<br>prospectus.
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The unaudited pro forma consolidated balance sheet of the Company is based on the historical consolidated balance sheet of the Company as of September 30, 2024, and includes pro forma adjustments to give effect to the described Transactions as if they had occurred on September 30, 2024.

The unaudited pro forma consolidated statements of operations of the Company are based on the audited historical consolidated statement of operations of DBR Land Holdings LLC for the year ended December 31, 2023, and the unaudited historical consolidated statement of operations of the Company for the nine months ended September 30, 2024 having been adjusted to give effect to the described Transactions as if they occurred on January 1, 2023.

The unaudited pro forma consolidated financial statements have been prepared on the basis that the Company is taxed as a corporation under the Internal Revenue Code of 1986, as amended.

The pro forma data presented reflect events directly attributable to the described Transactions and certain assumptions the Company believes are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described Transactions occurred on the dates indicated above or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a public company. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements.

Accounting for the Acquisition

The acquisition purchase price allocation and related adjustments reflected in this unaudited pro forma consolidated financial information related to the Wolf Bone Acquisition are preliminary and subject to revision based on final allocation of the fair value of the net assets after the date of this prospectus. See Note 1: Basis of Presentation below for more information.

The acquisition is subject to reclassification and transaction accounting adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purposes of providing unaudited pro forma consolidated financial information in accordance with SEC rules including Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.” Differences between these preliminary estimates and the final reclassification and transaction accounting adjustments may be material.

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of September 30, 2024

	LandBridge<br>Company LLC		Historical Wolf<br>Bone Ranch		TransactionAccountingAdjustments				Pro Forma
Current assets:
Cash and cash equivalents	$	14,417	$	340	$	12,961		(a)	$	27,718
Accounts receivable, net		12,757		738		—				13,495
Related party receivable		2,161		—		—				2,161
Prepaid expenses and other current assets		2,271		—		—				2,271
Total current assets		31,606		1,078		12,961				45,645
Non-current assets:
Property, plant and equipment, net of accumulated depreciation		628,087		88,339		156,837		(b)		873,263
Intangible assets, net		27,484		—		—				27,484
Other assets		2,711		—		—				2,711
Total non-current assets		658,282		88,339		156,837				903,458
Total assets	$	689,888	$	89,417	$	169,798			$	949,103
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	182	$	—	$	—			$	182
Related party payable		504		—		—				504
Accrued liabilities		6,199		373		(352	)	(c)		6,220
Current portion of long-term debt		35,547		—		—				35,547
Other current liabilities		826		—		—				826
Total current liabilities		43,258		373		(352	)			43,279
Non-current Liabilities:
Long-term debt		242,430		—		66,225		(d)		308,655
Other long-term liabilities		183		4,724		(4,724	)	(c)		183
Total non-current liabilities		242,613		4,724		61,501				308,838
Total liabilities		285,871		5,097		61,149				352,117
Commitments and contingencies
Member’s equity		—		63,917		(63,917	)	(c)	$	—
Class A shares, unlimited shares authorized and 23,255,419 shares issued and outstanding as<br>of September 30, 2024.		94,553		—		338,380		(e)		432,933
Class B shares, unlimited shares authorized and 53,227,852 shares issued and outstanding as<br>of September 30, 2024.		—		—		—				—
Retained earnings		2,656		20,403		(20,403	)	(c)		2,656
Total shareholders’ equity attributable to LandBridge Company LLC		97,209		84,320		254,060				435,589
Noncontrolling interest		306,808		—		(145,411	)	(f)		161,397
Total shareholders’ and member’s equity		404,017		84,320		108,649				596,986
Total liabilities and equity	$	689,888	$	89,417	$	169,798			$	949,103

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations for

the nine months ended September 30, 2024

	LandBridgeCompanyLLC			HistoricalEastStatelineRanch		TransactionAccountingAdjustments				CorporateReorganizationand Offering				ProForma			HistoricalWolf BoneRanch		TransactionAccountingAdjustments				CombinedPro Forma
Revenues:
Oil and gas royalties	$	11,563		$	—	$	—			$	—			$	11,563		$	—	$	—			$	11,563
Resource sales		11,908			730		—				—				12,638			—		—				12,638
Resource sales - Related party		329			—		—				—				329			—		—				329
Easements and other surface-related revenues		15,018			3,761		—				—				18,779			1,972		124		(l)		20,875
Easements and other surface-related revenues - Related party		4,224			—		—				—				4,224			—		—				4,224
Surface use royalties		9,129			3,298		—				—				12,427			12,196		—				24,623
Surface use royalties - Related party		11,902			—		—				—				11,902			—		—				11,902
Resource royalties		6,803			623		—				—				7,426			10,250		—				17,676
Resource royalties - Related party		2,579			—		—				—				2,579			—		—				2,579
Other		—			66		—				—				66			—		—				66
Total revenues		73,455			8,478		—				—				81,933			24,418		124				106,475
Resource sales-related expense		1,739			—		—				—				1,739			—		—				1,739
Other operating and maintenance expense		1,837			45		—				—				1,882			1,700		(1,700	)	(m)		1,882
General and administrative expense		98,114			64		—				(51,932	)	(h)		46,246			429		—				46,675
Depreciation, depletion, amortization and accretion		6,294			17		—				—				6,311			1,886		(1,873	)	(m)		6,324
Operating (loss) income		(34,529	)		8,352		—				51,932				25,755			20,403		3,697				49,856
Interest expense, net		16,235			—		7,788		(g)		(5,686	)	(i)		18,337			—		6,066		(n)		24,403
Other income		(241	)		—		—				—				(241	)		—		—				(241	)
Loss (income) from operations before taxes		(50,523	)		8,352		(7,788	)			57,618				7,659			20,403		(2,369	)			25,694
Income tax expense		(890	)		—		—				3,383		(j)		2,493			—		1,316		(o)		3,809
Net loss (income)		(49,633	)		8,352		(7,788	)			54,235				5,166			20,403		(3,685	)			21,884
Net loss (income) attributable to noncontrolling interest		(60,203	)		—		—				57,644		(k)		(2,560	)		—		12,551		(p)		9,991
Net income attributable to LandBridge Company LLC	$	10,570		$	8,352	$	(7,788	)		$	(3,408	)		$	7,726		$	20,403	$	(16,236	)		$	11,893
Net income per class A unit
Basic																						(q)	$	0.48
Diluted																						(q)	$	0.28
Weighted average class A units outstanding
Basic																						(q)		23,255,419
Diluted																						(q)		76,483,271

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations for

the Year Ended December 31, 2023

	HistoricalDBR LandHoldingsLLC			HistoricalEastStatelineRanch		TransactionAccountingAdjustments				CorporateReorganizationand Offering				ProForma			HistoricalWolf BoneRanch			TransactionAccountingAdjustments				CombinedPro Forma
Revenues:
Oil and gas royalties	$	20,743		$	—	$	—			$	—			$	20,743		$	—		$	—			$	20,743
Resource sales		18,045			2,653		—				—				20,698			—			—				20,698
Resource sales - Related party		1,785			—		—				—				1,785			—			—				1,785
Easements and other surface-related revenues		8,395			7,773		—				—				16,168			1,416			1,988		(l)		19,572
Easements and other surface-related revenues - Related party		4,249			—		—				—				4,249			—			—				4,249
Surface use royalties		7,780			6,463		—				—				14,243			14,745			—				28,988
Surface use royalties - Related party		5,436			—		—				—				5,436			—			—				5,436
Resource royalties		6,432			3,116		—				—				9,548			14,798			—				24,346
Other		—			32		—				—				32			—			—				32
Total revenues		72,865			20,037		—				—				92,902			30,959			1,988				125,849
Resource sales-related expense		3,445			—		—				—				3,445			—			—				3,445
Other operating and maintenance expense		2,740			231		—				—				2,971			1,455			(1,455	)	(m)		2,971
General and administrative expense		(12,091	)		241		—				61,417		(h)		49,567			511			—				50,078
Depreciation, depletion, amortization and accretion		8,762			63		—				—				8,825			2,516			(2,497	)	(m)		8,844
Operating income		70,009			19,502		—				(61,417	)			28,094			26,477			5,940				60,511
Interest expense, net		7,016			—		28,090		(g)		(8,042	)	(i)		27,064			—			5,053		(n)		32,117
Other income		(549	)		—		—				—				(549	)		(37	)		—				(586	)
Income from operations before taxes		63,542			19,502		(28,090	)			(53,375	)			1,579			26,514			887				28,980
Income tax expense		370			—		—				2,443		(j)		2,813						1,975		(o)		4,788
Net income (loss)		63,172			19,502		(28,090	)			(55,818	)			(1,234	)		26,514			(1,088	)			24,192
Net income (loss) attributable to noncontrolling interests		—			—		—				(9,798	)	(k)		(9,798	)					19,069		(p)		9,272
Net income (loss) attributable to LandBridge Company LLC	$	63,172		$	19,502	$	(28,090	)		$	(46,020	)		$	8,564		$	26,514		$	(20,157	)		$	14,920
Net income per class A unit
Basic																							(q)	$	0.62
Diluted																							(q)	$	0.31
Weighted average class A units outstanding
Basic																							(q)		23,255,419
Diluted																							(q)		76,483,271

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1: Basis of Presentation

The pro forma consolidated financial information has been prepared by the Company in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.” The historical financial information is derived from the financial statements of DBR Land Holdings LLC included elsewhere in this prospectus for periods prior to July 1, 2024. For purposes of the unaudited pro forma balance sheet, it is assumed that the Transactions had taken place on September 30, 2024. For purposes of the unaudited pro forma statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023, it is assumed the Transactions had occurred on January 1, 2023.

The unaudited pro forma consolidated financial information was prepared using the acquisition method of accounting in accordance with Accounting Standards Topic (“ASC”) Topic 805, Business Combinations, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical condensed financial statements of the Company and the historical condensed consolidated financial statements of the East Stateline Acquisition and Wolf Bone Acquisition.

The transaction accounting adjustments represent Company management’s best estimates and are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances.

Our management has not identified any reclassification adjustments given all currently available information related to the East Stateline Acquisition, which would be necessary to conform the presentation of its financial statements or accounting policies to those of the Company.

Our management has identified transaction adjustments related to the Wolf Bone Acquisition to eliminate certain assets and liabilities of the acquiree. These transaction adjustments are primarily to adjust the historical Wolf Bone financial information prepared on a legal entity basis to reflect only those assets and liabilities the Company will acquire. We further performed a preliminary review of Wolf Bone’s accounting policies and identified an adjustment to Easements and other surface-related revenues—see below for more information.

Note 2: Purchase Price

We accounted for the East Stateline Acquisition and will account for the Wolf Bone Acquisition as an asset acquisition as it does not meet the definition of a business under generally accepted accounting principles in the United States of America (“U.S. GAAP”). The assets will be recognized at the fair value of the consideration transferred to the seller, plus direct transaction costs in accordance with ASC 805-50-30-1. The purchase price is allocated to the assets and liabilities acquired based on their relative fair values according to ASC 805-50-30-3.

The determination of fair value used in the transaction adjustments presented herein are preliminary and based on management estimates of the fair value of the assets acquired and have been prepared to illustrate the estimated effect of the Wolf Bone Acquisition. The final determination of the purchase price allocation will depend on a number of factors that cannot be predicted with certainty at this time. Therefore, the actual purchase price allocation may differ from the transaction accounting adjustments presented in these unaudited condensed pro forma statements.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 3: Pro Forma Adjustments

The unaudited pro forma consolidated financial information has been prepared to reflect the application of required U.S. GAAP accounting to the East Stateline Acquisition, Wolf Bone Acquisition, and Offering transactions and has been prepared for informational purposes only.

TransactionAccounting Adjustments to Unaudited Pro Forma Consolidated Financial Information

The Company made the following adjustments and assumptions related to the Wolf Bone Acquisition in the preparation of the unaudited pro forma consolidated balance sheet:

a)	Transaction accounting adjustments for cash represent an increase of $13.0 million to reflect cash paid<br>for the Wolf Bone Acquisition and purchase of 2,498,751 OpCo Units (along with the cancellation of a corresponding number of Class B shares) from LandBridge Holdings net of debt proceeds and proceeds from the private placement to fund the<br>acquisition. The transaction accounting adjustment for cash is summarized in the table below:
Gross proceeds from private placement	350,000
---	---	---
Proceeds from term loan and revolver	67,250
Less:
Acquisition purchase price	(245,000	)
Purchase of OpCo Units from LandBridge Holdings, net of expenses	(145,411	)
Private placement costs (issuance expenses and placement fees)	(11,620	)
Acquisition costs	(893	)
Debt issuance costs	(1,025	)
Acquisition adjustments (cash not acquired)	(340	)
Net cash adjustment	12,961	****
b)	Represents the fair value of property, plant and equipment acquired in the Wolf Bone Acquisition which we have<br>determined on a preliminary basis to be substantially all attributable to land, a non-depreciating asset. The expected allocation to land, incremental to the acquiree’s historical property, plant and<br>equipment balance we are acquiring, is $156.8 million, inclusive of $0.9 million of transaction expenses.
---	---
c)	Reflects the elimination of the acquiree’s contract liability to align revenue recognition policies and<br>historical equity value.
---	---
d)	Reflects $67.3 million in total proceeds from term loan and revolver, net of $1.0 million of debt<br>issuance costs.
---	---
e)	Represents an adjustment to Class A shares reflecting $350.0 million of proceeds from the issuance of<br>Class A shares through the private placement, net of $11.6 million in placement fees and issuance expenses.
---	---
f)	Reflects a distribution of $145.4 million, net of placement fees, to LandBridge Holdings to redeem or<br>repurchase 2,498,751 OpCo Units, with a cancellation of a corresponding number of Class B shares.
---	---

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The Company made the following adjustments and assumptions related to the East Stateline Acquisition in the preparation of the unaudited pro forma condensed consolidated statements of operations:

For the nine months ended September 30, 2024, reflects increased interest expense of $7.8 million, primarily related to an increase of $6.4 million related to the term loan, $0.9 million related to the revolver, and $0.5 million debt issuance cost amortization related to the increase in commitments on the revolver and term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 8.364%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the nine months ended September 30, 2024 is $0.3 million. For the year ended December 31, 2023, reflects increased interest expense of $28.1 million, primarily related to an increase of $24.0 million related to the term loan, $3.3 million related to the revolver, and $0.8 million debt issuance cost amortization related to the increase in commitments on the revolver and term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 8.364%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the year ended December 31, 2023 is $0.5 million.

The Company made the following adjustments and assumptions related to the Corporate Reorganization and Offering in the preparation of the unaudited pro forma condensed consolidated statements of operations:

h)	Reflects the RSU expense based on the assumption that the Company’s RSUs were issued on January 1,<br>2023. In addition, it reflects an adjustment to share-based compensation expense related to Incentive Units to assume the modification from liability to equity accounting occurred as of January 1, 2023.
i)	Reflects reduction in interest expense of $5.7 million for the nine months ended September 30, 2024<br>and $8.0 million for the year ended December 31, 2023 associated with the Company’s historical interest expense associated with the Credit Facility reflecting the repayment of the debt with the use of proceeds from the Offering.<br>
---	---
j)	Reflects estimated incremental income tax expense of $3.4 million for the nine months ended<br>September 30, 2024 associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using a effective tax rate of approximately 14.4% and<br>based on the Company’s ownership of approximately 30.4%. This rate is inclusive of U.S. federal and state income taxes. Reflects estimated incremental income tax expense of $2.4 million for the year ended December 31, 2023 associated<br>with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using a effective tax rate of approximately 16.2% and based on the Company’s<br>ownership of approximately 30.4%.
---	---
k)	Reflects an increase in consolidated net income attributable to<br>non-controlling interest for the Company for the nine months ended September 30, 2024, and a reduction in consolidated net income attributable to non-controlling<br>interest for DBR Land Holdings LLC’s historical results of operations for the year ended December 31, 2023. In conjunction with the December Private Placement and associated cancellation of Class B shares, the non-controlling interest was approximately 69.6%. The Company allocates all expense associated with Incentive Units solely to LandBridge Holdings and not the Company. Conversely, all federal tax expenses are<br>allocated solely to the Company and not LandBridge Holdings.
---	---

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The Company made the following adjustments and assumptions related to the Wolf Bone Acquisition in the preparation of the unaudited pro forma condensed consolidated statements of operations:

l)	Reflects an adjustment to align the revenue recognition accounting policies of the Company and Wolf Bone as it<br>relates to easement and other surface-related revenues.
m)	Reflects the elimination of the acquiree’s expenses and depreciation related to assets we are not<br>acquiring.
---	---
n)	For the nine months ended September 30, 2024, reflects increased interest expense of $6.1 million,<br>primarily related to an increase of $5.1 million related to the term loan, increase of $0.9 million related to the revolver and $0.1 million debt issuance cost amortization related to the increase in proceeds from the term loan. The<br>Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 8.364%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the nine months ended<br>September 30, 2024 is $0.7 million. For the year ended December 31, 2023, reflects increased interest expense of $5.1 million, primarily related to an increase of $4.7 million related to the term loan, an increase of<br>$0.2 million related to the revolver, and $0.2 million debt issuance cost amortization related to the increase in proceeds from the term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an<br>interest rate of 8.364%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the year ended December 31, 2023 is $0.4 million.
---	---
o)	Reflects estimated incremental income tax expense of $1.3 million for the nine months ended<br>September 30, 2024 associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using a effective tax rate of approximately 14.4% and<br>based on the Company’s ownership of approximately 30.4%. This rate is inclusive of U.S. federal and state income taxes. Reflects estimated incremental income tax expense of $2.0 million for the year ended December 31, 2023 associated<br>with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using an effective tax rate of approximately 16.2% and based on the Company’s<br>ownership of approximately 30.4%.
---	---
p)	Reflects an increase in consolidated net income attributable to<br>non-controlling interest for the Company for the nine months ended September 30, 2024, and for DBR Land Holdings LLC’s historical results of operations for the year ended December 31, 2023. In<br>conjunction with the December Private Placement and associated cancellation of Class B shares, the non-controlling interest was approximately 69.6%. The Company allocates all expense associated with<br>Incentive Units solely to LandBridge Holdings and not the Company. Conversely, all federal tax expenses are allocated solely to the Company and not LandBridge Holdings.
---	---

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

q)	Earnings per share on a pro forma basis is computed as follows:
	Nine MonthsEnded<br>September 30, 2024		Year EndedDecember 31, 2023
---	---	---	---	---
Numerator
Combined pro forma net income	$	21,884	$	24,192
Less: Combined pro forma net income attributable to noncontrolling interests		9,991		9,272
Combined pro forma net income attributable to LandBridge Company LLC		11,893		14,920
Less: Undistributed earnings allocated to participating securities		827		463
Basic net income attributable to LandBridge Company LLC	$	11,067	$	14,457
Plus: Combined pro forma net income attributable to noncontrolling interests		9,991		9,272
Diluted net income attributable to LandBridge Company LLC	$	21,058	$	23,729
Denominator
Basic pro forma weighted average shares outstanding		23,255,419		23,255,419
Dilutive Class B shares		53,227,852		53,227,852
Diluted pro forma weighted average shares outstanding		76,483,271		76,483,271
Basic pro forma net income per share	$	0.48	$	0.62
Diluted pro forma net income per share	$	0.28	$	0.31

Note 4: Management Adjustments

Following the completion of the East Stateline Acquisition, the Company recognized additional resource royalties and surface use royalties associated with new commercial agreements entered into concurrently with the East Stateline Acquisition. Contemporaneous with closing, the Company entered into new commercial royalty arrangements with WaterBridge associated with produced water and brackish supply water assets which WaterBridge acquired from the seller of the East Stateline Ranch. In the opinion of management, the management adjustments related to the new commercial arrangements are necessary to present a fair representation of the pro forma financial information presented and indicative of additional revenues expected after the East Stateline Acquisition. The management adjustments are based on historical actual volumes for these production activities for the pro forma statement of operations periods presented and agreed-upon rates per the commercial agreements. The management adjustments are not reflected in the Pro Forma Statement of Operations. Based on the historical volumes and contract rates the management adjustments of approximately $2.8 million and $9.4 million in additional revenues for the period from January 1, 2024 to May 10, 2024 and for the year ended December 31, 2023, respectively, reflect the additional royalties that would have been recognized if these commercial agreements had been in place as of January 1, 2023.

LandBridge Company LLC and Subsidiaries

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Pursuant to Rule 11-02(a)(7)(ii)(A) of Regulation S-X, this Note includes adjustments that depict additional revenues expected after the East Stateline Acquisition.

The below tables reflect the additional revenues as if the East Stateline Acquisition had occurred on January 1, 2023. The Company believes there exists a reasonable basis for the adjustments. The pro forma financial information reflects all management adjustments that are, in the opinion of management, necessary to present a fair representation of the pro forma financial information presented.

	For the Period from January 1, 2024 toMay 10, 2024
	Net income			Basic and dilutedincome per share		Weightedaverage shares
	(in thousands except share and per share amounts)
Pro Forma*	$	21,884		$	0.94		23,255,419
Management adjustments
Resource royalties		2,241
Surface use royalties		573
Total management adjustments		2,814
Tax effect		405
Pro forma net income after management adjustments		24,293
Less: Pro forma net income attributable to noncontrolling interests		(16,907	)
Pro forma net income attributable to LandBridge Company LLC	$	7,387		$	0.32		23,255,419
*	As shown in the unaudited pro forma condensed consolidated statement of operations for the nine months ended<br>September 30, 2024
---	---
	For the Year Ended December 31, 2023
---	---	---	---	---	---	---	---
	Net income			Basic and dilutedincome per share		Weightedaverage shares
	(in thousands except share and per share amounts)
Pro Forma*	$	24,192		$	1.04		23,255,419
Management adjustments
Resource royalties		8,510
Surface use royalties		880
Total management adjustments		9,390
Tax effect		1,521
Pro forma net income after management adjustments		32,061
Less: Pro forma net income attributable to noncontrolling interests		(22,312	)
Pro forma net income attributable to LandBridge Company LLC	$	9,748		$	0.42		23,255,419
*	As shown in the unaudited pro forma condensed consolidated statement of operations for the year ended<br>December 31, 2023
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