Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the A&R LLC Agreement. Class B shares are not entitled to participate in any dividends our Board may declare.

Prior to the Division, NDB LLC held 100% of the limited liability company interests of OpCo. OpCo’s limited liability company interests were generally consistent with ordinary equity ownership interests. Distributions (including liquidating distributions) were to be made to the sole member at a time to be determined by the board of managers. There were no restrictions on distributions. The sole

member’s equity account was adjusted for distributions paid to, and additional capital contributions that were made by the sole member. All revenues, costs and expenses of OpCo were allocated to the sole member in accordance with the initial limited liability company agreement of LandBridge, dated as of September 27, 2023 (the “Prior LLC Agreement”).

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.

On November 12, 2025, to fund a portion of the purchase consideration for the 1918 Ranch Acquisition, OpCo issued 657,411 OpCo Units and the Company issued an equal number of Class B shares valued at $53.6 million. The fair value of the OpCo Units was determined based on the closing price of the Company’s Class A shares on the date of acquisition. Refer to Note 4 - Asset Acquisitions for additional information regarding the transaction.

On November 18, 2025, LandBridge Holdings redeemed 2,500,000 OpCo Units (together with the cancellation of a corresponding number of Class B shares), for an equivalent amount of Class A shares and subsequently sold such Class A Shares in an underwritten public offering to Goldman Sachs & Co. LLC at a price of $70.00 per share. The Company did not receive any proceeds and incurred $0.8 million in expenses from the sale of Class A Shares by LandBridge Holdings.

On May 23, 2025, LandBridge Holdings redeemed 1,900,000 OpCo Units (together with the cancellation of a corresponding number of Class B shares), for an equivalent amount of Class A shares and subsequently sold such Class A shares in a private transaction pursuant to Rule 144 under the Securities Act through a broker-deal at a price of $75.25 per share. The Company did not receive any proceeds or incur any material expenses from the sale of the Class A shares by LandBridge Holdings.

During the year ended December 31, 2024, no Class B shares were redeemed for Class A shares.

In December 2024, as part of the December 2024 Private Placement we purchased 2,498,751 OpCo Units from LandBridge Holdings, which resulted in the cancellation of a corresponding number of Class B shares. Refer to Note 1 - Organization and Nature of Operations.

In lieu of the payment of tax distributions by OpCo to the Company in excess of the Company's then-current income tax obligation, OpCo and the Company cancelled OpCo Units held by LandBridge Holdings, along with a corresponding number of Class B shares. The number of cancelled OpCo Units was determined based on the Company’s volume weighted average Class A share price for the 10 consecutive trading days ending on and including the last full trading day immediately prior to the relevant tax distribution date.


	Year Ended December 31,
Class B Share Cancellations Due to Tax Distributions	2025		2024
First Quarter		34,674		-
Second Quarter		79,686		-
Third Quarter		119,987		-
Total		234,347		-

Dividends and Distributions


(in thousands, except for per share amounts) Cash Dividends	Date of Record	Dividends Paid to Class A Shareholders		Distributions Paid to OpCo Unitholders		Rate Per Share
First Quarter	March 6, 2025	$	2,326	$	5,319	$	0.10
Second Quarter	June 5, 2025		2,515		5,124	$	0.10
Third Quarter	September 4, 2025		2,534		5,121	$	0.10
Fourth Quarter	December 4, 2025		2,784		4,925	$	0.10
Total		$	10,159	$	20,489


Tax Distributions to LandBridge Holdings	Year Ended December 31, 2025
First Quarter	$	5,821
Second Quarter		16,650
Third Quarter		7,140
Fourth Quarter		3,177
Total	$	32,788

On February 24, 2026, our board of directors declared a dividend on our Class A shares of $0.12 per share, payable on March 19, 2026 to shareholders of record as of March 5, 2026, and a corresponding required cash distribution to OpCo unitholders.

On February 24, 2026, our board of directors approved a payment for tax distributions from OpCo to LandBridge Holdings in the amount of $5.3 million. This amount is inclusive of LandBridge Holdings pro rata share of estimated federal income tax to be distributed from OpCo to the Company and an additional tax distribution in excess of the Company’s then-current income tax obligation as provided for under the OpCo LLC Agreement. This amount is expected to be paid during the first quarter of 2026.