LandBridge Co: Entry Into A Material Definitive Agreement, Creation Of A Direct Financial Obligation Under An, Financial Statements And Exhibits

Item 1.01. Entry into a Material Definitive Agreement. On November 25, 2025, DBR Land Holdings LLC (the “Issuer”), a subsidiary of LandBridge Company LLC (the “Company”), completed the previously announced private placement (the “Offering”) of $500 million aggregate principal amount of 6.250% Senior Notes due 2030 (the “Notes”). The net proceeds from the Offering, together with borrowings under the Company’s new revolving credit facility, will be used to repay all outstanding borrowings under, and terminate, the Company’s existing credit facility. As of September 30, 2025, there was an aggregate amount of $370.2 million of outstanding borrowings under the existing term loan and revolving credit facility. In connection with the Offering, the Issuer and each of the Guarantors (as defined below) entered into an indenture, dated as of November 25, 2025 (the “Indenture”), with UMB Bank, N.A., as trustee, relating to the issuance of the Notes. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with the Issuer’s unrestricted affiliates, and limitations on asset sales. The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by all of the Issuer’s existing subsidiaries (collectively, the “Guarantors”). The Notes and the Guarantees were issued and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereunder. The Notes were resold within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes and Guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. At any time prior to December 1, 2027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including any additional notes) issued under the Indenture at a redemption price equal to 106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net cash proceeds of one or more equity offerings. At any time prior to December 1, 2027, the Issuer may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after December 1, 2027, the Issuer may also redeem all or a part of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date. If a Change of Control (as defined in the Indenture) occurs (along with a downgrade of the Notes by two rating agencies), the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date. The Notes and the Guarantees rank equally in right of payment with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness and senior to all of the Issuer’s and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of the Issuer’s and the Guarantors’ existing and future secured debt, including debt under the Issuer’s new revolving credit facility, to the extent of the value of the assets securing such debt, and will be structurally subordinated to all liabilities of any future subsidiaries of the Issuer that do not guarantee the Notes. The summary of the Indenture set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01. Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. EXHIBIT DESCRIPTION 4.1 Indenture, dated as of November 25, 2025, by and among DBR Land Holdings LLC, the guarantors party thereto and UMB Bank, N.A., as trustee, relating to the issuance of the Notes. 4.2 Form of 6.250% Senior Note due 2030 (included in Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURES 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. LANDBRIDGE COMPANY LLC By: /s/ Scott L. McNeely Name: Scott L. McNeely Title: Executive Vice President, Chief Financial Officer Dated: November 25, 2025

LandBridge Co: Entry Into A Material Definitive Agreement, Creation Of A Direct Financial Obligation Under An, Financial Statements And Exhibits

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