LandBridge upsizes 2030 note offering to $125 million

LandBridge Company LLC completed a private placement of $125 million in aggregate principal amount of 6.250% Senior Notes due 2030 on October 1, 2026. The offering, conducted by LandBridge subsidiary DBR Land Holdings LLC, was upsized from an initial target of $100 million.

The company intends to use the net proceeds to repay a portion of outstanding borrowings under its revolving credit facility. The new notes were issued under an indenture dated November 25, 2025, and carry identical terms to the existing $500 million series of 6.250% Senior Notes due 2030, except for issue date and price. For all purposes under the indenture, the new notes are treated as part of the same series as the existing notes.

All existing subsidiaries of DBR Land Holdings LLC guarantee the new notes jointly and severally on a senior unsecured basis. The securities were sold pursuant to an exemption from registration under the Securities Act of 1933. Within the United States, the notes were resold only to qualified institutional buyers in reliance on Rule 144A, while outside the United States, they were sold only to non-U.S. persons in reliance on Regulation S.

The indenture allows DBR Land Holdings LLC to redeem up to 40% of the aggregate principal amount of the notes at any time before December 1, 2027, provided the redemption is funded by net cash proceeds from one or more equity offerings. The redemption price for this specific action is set at 106.250% of the principal amount, plus accrued and unpaid interest. The issuer may also redeem all or part of the notes prior to that date at 100% of the principal amount plus an applicable premium and accrued interest.

On or after December 1, 2027, the issuer may redeem all or part of the notes at prices set forth in the indenture, plus accrued and unpaid interest. In the event of a change of control accompanied by a two-notch downgrade by rating agencies, the issuer may be required to offer to purchase the notes at 101% of the principal amount, plus accrued and unpaid interest.

The notes and their guarantees rank equally with all existing and future senior indebtedness of the issuer and guarantors. They are senior to future subordinated debt but effectively subordinated to existing and future secured debt, including debt under the revolving credit facility, to the extent of the value of securing assets. The notes are structurally subordinated to liabilities of future subsidiaries that do not guarantee them.

Scott L. McNeely, Executive Vice President and Chief Financial Officer of LandBridge Company LLC, signed the Form 8-K current report on October 1, 2026. The filing includes the indenture as Exhibit 4.1 and a form of the 6.250% Senior Note due 2030 as Exhibit 4.2.