Form 8-K12B

8-K12B — LandBridge Corp

Accession: 0001193125-26-420543

Filed: 2026-10-13

Period: 2026-10-13

CIK: 0001995807

SIC: 6792 (OIL ROYALTY TRADERS)

Item: Entry into a Material Definitive Agreement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Documents

8-K12B — lb-20261013.htm (Primary)

EX-2.1 (lb-ex2_1.htm)

EX-3.1 (lb-ex3_1.htm)

EX-3.2 (lb-ex3_2.htm)

EX-3.3 (lb-ex3_3.htm)

EX-3.4 (lb-ex3_4.htm)

EX-4.1 (lb-ex4_1.htm)

EX-10.1 (lb-ex10_1.htm)

EX-99.1 (lb-ex99_1.htm)

GRAPHIC (img247803503_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K12B

8-K12B (Primary)

Filename: lb-20261013.htm · Sequence: 1

8-K12B

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2026

LandBridge Corporation

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction

of incorporation)

001-42150

(Commission

File Number)

93-3636146

(IRS Employer

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

LandBridge Company LLC

(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)

☐

Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐

Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.001 per share

New York Stock Exchange

NYSE Texas, Inc.

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 October 13, 2026, LandBridge Corporation completed its previously announced conversion and redomestication (the “Conversion and Redomestication”) from a Delaware limited liability company named LandBridge Company LLC (the “Delaware LLC”) to a Texas corporation named LandBridge Corporation (the “Texas Corporation”) pursuant to a plan of conversion (the “Plan of Conversion”), effective at 3:01 p.m. (Central Time) on October 13, 2026 (the “Effective Time”). References to “LandBridge” in this Current Report on Form 8-K mean (i) prior to the Effective Time, the Delaware LLC, and (ii) following the Effective Time, the Texas Corporation.

This Current Report on Form 8-K is being filed for the purpose of establishing the Texas Corporation as successor issuer of the Delaware LLC pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to disclose certain related matters. Pursuant to Rule 12g-3(a) under the Exchange Act, shares of Class A Common Stock (as defined below) of the Texas Corporation, as the successor registrant to the Delaware LLC, are deemed to be registered under Section 12(b) of the Exchange Act. Holders of uncertificated Common Shares (as defined below) of the Delaware LLC immediately prior to the Conversion and Redomestication continued as holders of uncertificated Common Stock (as defined below) of the Texas Corporation at the Effective Time.

Item 1.01. Entry into a Material Definitive Agreement.

Indemnification Agreements

The Delaware LLC previously entered into indemnification agreements with each of its directors and officers and certain other persons (the “Prior Indemnification Agreements”). In connection with the Conversion and Redomestication, the Texas Corporation entered into indemnification agreements with each of its directors and officers (collectively, the “Indemnitees” and such indemnification agreements, the “Indemnification Agreements”), effective as of October 13, 2026. The Indemnification Agreements provide for certain indemnification and advancement of expenses by LandBridge in connection with actions or proceedings arising out of the Indemnitees’ service as directors or officers of LandBridge or service to other entities at LandBridge’s request and occurring after the Conversion and Redomestication, on the terms and subject to the conditions set forth therein. The Indemnification Agreements additionally provide that the Prior Indemnification Agreements and the protection provided to the Indemnitees thereunder will continue to apply to all such actions or proceedings occurring prior to the Conversion and Redomestication.

The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the complete text of the Indemnification Agreements, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Second Amended and Restated Limited Liability Company Agreement of OpCo

In connection with the Conversion and Redomestication, the Texas Corporation, as successor to the Delaware LLC, the managing member of DBR Land Holdings LLC (“OpCo”), entered into the Second Amended and Restated Limited Liability Company Agreement of OpCo (the “OpCo LLC Agreement”), with LandBridge Holdings LLC, the majority in interest member of OpCo and controlling shareholder of LandBridge.

The OpCo LLC Agreement provides the members of OpCo with substantially the same rights and obligations as such members previously held as members of OpCo pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, dated as of July 1, 2024, which was filed as Exhibit 4.2 to the Delaware LLC’s Current Report on Form 8-K filed on July 3, 2024 (the “Prior OpCo LLC Agreement”), as amended by Amendment No. 1 to the Prior OpCo LLC Agreement, effective as of September 30, 2024, which was filed as Exhibit 10.1 to the Delaware LLC’s Current Report on Form 8-K filed on October 4, 2024.

Under the OpCo LLC Agreement, each holder of a unit representing a membership interest in OpCo (each such unit, an “OpCo Unit”) will, subject to certain limitations, have a right (a “Redemption Right”) to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of shares of Class B Common Stock (as defined below)) for, at OpCo’s election, (i) Class A Common Stock (as defined below) at a redemption ratio of one share of Class A Common Stock for each OpCo Unit redeemed, subject to applicable conversion rate adjustments, or (ii) cash in an amount equal to the Cash Election Amount (as defined in the OpCo

LLC Agreement) of such shares of Class A Common Stock. OpCo will determine whether to issue shares of Class A Common Stock or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of shares of Class A Common Stock based on facts in existence at the time of the decision, which are expected to include the relative value of the shares of Class A Common Stock (including the trading price for the shares of Class A Common Stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common stock) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, LandBridge (instead of OpCo) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming holder for, at LandBridge’s election, (x) one share of Class A Common Stock, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such shares of Class A Common Stock. LandBridge may exercise the Call Right only if a holder of an OpCo Unit first exercises its Redemption Right. As the sole managing member of OpCo, LandBridge’s decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of shares of Class B Common Stock held by the redeeming holder will be automatically cancelled.

The foregoing description of the OpCo LLC Agreement is qualified in its entirety by reference to the text of the OpCo LLC Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 13, 2026, the Delaware LLC notified the New York Stock Exchange (the “NYSE”) and NYSE Texas, Inc. (the “NYSE Texas”) that certificates of conversion had been filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, to be effective at the Effective Time.

At the Effective Time, (i) each Class A share representing limited liability company interests in the Delaware LLC (collectively, the “Class A Shares”) issued and outstanding or held in treasury immediately prior to the Effective Time converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock, $0.001 par value per share, of the Texas Corporation (“Class A Common Stock”) and (ii) each Class B share representing limited liability company interests in the Delaware LLC (collectively, the “Class B Shares” and, together with the Class A Shares, the “Common Shares”) issued and outstanding or held in treasury immediately prior to the Effective Time converted into one issued and outstanding, fully paid and nonassessable share of Class B common stock, $0.001 par value per share, of the Texas Corporation (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”).

As of the open of business on October 14, 2026, the NYSE and the NYSE Texas ceased trading of the Class A Shares on the NYSE and the NYSE Texas, respectively, and commenced trading of the Class A Common Stock (CUSIP: 514952100) on the NYSE and the NYSE Texas, respectively, under the existing ticker symbol “LB.” LandBridge expects the NYSE and the NYSE Texas to file with the U.S. Securities and Exchange Commission (the “SEC”) an application on Form 25 to report that the Class A Shares are discontinued for trading on the NYSE and the NYSE Texas.

Item 3.03. Material Modification to Rights of Security Holders.

On August 14, 2026, shareholders of the Delaware LLC holding a majority of the total votes that may be cast generally in the election of directors by holders of all outstanding Common Shares, voting together as a single class, took action by written consent in lieu of a shareholder meeting to approve the Conversion and Redomestication and the Plan of Conversion, as described in LandBridge’s definitive information statement on Schedule 14C filed with the SEC on September 23, 2026 (the “Information Statement”). Pursuant to the Plan of Conversion, LandBridge effected the Conversion and Redomestication on October 13, 2026 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with the Secretary of State of the State of Texas, with the Plan of Conversion, and (iii) a certificate of formation with the Secretary of State of the State of Texas (the “Texas Charter”). LandBridge also adopted new bylaws (the “Texas Bylaws”) to reflect the Conversion and Redomestication.

Through the adoption of the Plan of Conversion, at the Effective Time:

•

LandBridge’s domicile changed from the State of Delaware to the State of Texas.

•

LandBridge continues in existence as a Texas corporation and continues to operate its business under the new name, “LandBridge Corporation.” The legal existence of LandBridge did not cease at any time.

•

The internal affairs of LandBridge ceased to be governed by Delaware law and are instead governed by Texas law.

•

LandBridge ceased to be governed by its Delaware certificate of formation and limited liability company agreement and is instead governed by the provisions of the Texas Charter and the Texas Bylaws.

•

The Conversion and Redomestication did not result in any change in business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities or net worth of LandBridge (other than as a result of the costs related to the Conversion and Redomestication).

•

Each outstanding Class A Share automatically converted into one outstanding share of Class A Common Stock.

•

Each outstanding Class B Share automatically converted into one outstanding share of Class B Common Stock.

•

Shareholders are not required to exchange their existing book entry entitlements representing Common Shares in order to receive new book entry entitlements representing shares of Common Stock.

•

Each outstanding restricted share unit, equity-based award or other right to acquire, or any instrument to convert into or exchange for, or that was based on the value of, the Class A Shares, whether vested or unvested, which was outstanding immediately prior to the Effective Time, continued in existence and constitutes a restricted stock unit or equity-based award or other right to acquire, or any instrument to convert into or exchange for, or that is based on the value of, the same amount of shares of Class A Common Stock, respectively, and, if applicable, with the same exercise, purchase or conversion price per share, and, to the extent permitted by law and otherwise reasonably practicable, has the same term, exercisability, vesting schedule, status and all other terms and conditions as in effect immediately prior to the Effective Time with such adjustments to the number of shares, exercise price (if applicable), vesting schedule, and other terms and conditions as shall be equitably determined by the Board of Directors of the Texas Corporation in good faith so as to preserve the intrinsic value, economic benefits, and rights of the holders as of immediately prior to the Effective Date.

•

Each OpCo Unit outstanding immediately prior to the Conversion and Redomestication is redeemable for one share of Class A Common Stock, instead of one Class A Share, on the terms set forth in the OpCo LLC Agreement. In connection with any such redemption of OpCo Units, a corresponding number of shares of Class B Common Stock will be cancelled.

•

The Class A Common Stock resulting from the conversion continues to be traded on the NYSE and the NYSE Texas under the symbol “LB.” The Conversion and Redomestication did not cause any interruption in the trading of such Class A Common Stock.

•

The Conversion and Redomestication did not adversely affect any of LandBridge’s material contracts with any third parties, and LandBridge’s rights and obligations under those material contractual agreements continue to be the rights and obligations of the Texas Corporation.

•

The Conversion and Redomestication did not extinguish the standing of any person or entity who is a plaintiff in any derivative action or suit brought on behalf of the Delaware LLC (including any appeal therefrom) that was pending as of the Effective Time or extinguish or adversely affect the standing or

ability of such persons or entities to initiate certain derivative actions or suits on behalf of the Delaware LLC.

Certain rights of LandBridge’s shareholders were changed as a result of the Conversion and Redomestication. A more detailed description of the Plan of Conversion, the Texas Charter and the Texas Bylaws, and the effects of the Conversion and Redomestication, is set forth in the Information Statement, including under “Principal Terms of the Conversion and Redomestication,” “What Changes After the Conversion and Redomestication,” and “Certain U.S. Federal Income Tax Consequences of the Conversion and Redomestication,” and the description contained therein is incorporated by reference herein.

The foregoing descriptions of the Plan of Conversion, the Texas Charter and the Texas Bylaws do not purport to be complete and are subject to and qualified in their entirety by the full text of the Plan of Conversion, the Texas Charter and the Texas Bylaws, copies of which are attached hereto as Exhibit 2.1, Exhibit 3.3 and Exhibit 3.4, respectively, and are incorporated by reference herein.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time and as a result of the Conversion and Redomestication, the directors and executive officers of the Delaware LLC immediately prior to the Effective Time became the directors and executive officers of the Texas Corporation. In addition, the committees of the Board of Directors of the Delaware LLC, and the membership thereof, immediately prior to the Effective Time, were replicated at the Texas Corporation at the Effective Time.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

The Description of Securities set forth in Exhibit 99.1 is being filed for the purpose of providing a description of the securities of the Texas Corporation. The Description of Securities summarizes the material terms of the Texas Corporation’s securities as of the date hereof. This summary is not a complete description of the terms of the Texas Corporation’s securities and is qualified by reference to the Texas Charter and Texas Bylaws, each filed herewith, as well as applicable provisions of Texas law.

The Description of Securities set forth in Exhibit 99.1 is incorporated by reference into this Item 8.01. The disclosure contained in this Current Report on Form 8-K modifies and supersedes any corresponding discussions included in any registration statement or report previously filed with the SEC pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder to the extent they are inconsistent with such information.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT

DESCRIPTION

2.1

Plan of Conversion.

3.1

Delaware Certificate of Conversion of LandBridge Company LLC.

3.2

Texas Certificate of Conversion of LandBridge Company LLC.

3.3

Certificate of Formation of LandBridge Corporation.

3.4

Bylaws of LandBridge Corporation.

4.1

Second Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC, dated as of October 13, 2026.

10.1

Form of Indemnification Agreement.

99.1

Description of Securities.

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.

Dated: October 13, 2026

LANDBRIDGE CORPORATION

By:

/s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

EX-2.1

Filename: lb-ex2_1.htm · Sequence: 2

EX-2.1

Exhibit 2.1

PLAN OF CONVERSION

LANDBRIDGE COMPANY LLC, A DELAWARE LIMITED LIABILITY COMPANY,

INTO

LANDBRIDGE CORPORATION, A TEXAS CORPORATION

This PLAN OF CONVERSION (this “Plan”), dated as of October 13, 2026, is hereby adopted by LandBridge Company LLC, a Delaware limited liability company (the “Converting Entity”), in order to set forth the terms, conditions and procedures governing its conversion into, and continued existence as LandBridge Corporation, a Texas corporation (the “Converted Entity”), pursuant to Title 1, Chapter 10, Subchapter C of the Texas Business Organizations Code (the “TBOC”).

WHEREAS, the board of directors of the Converting Entity has approved this Plan and the conversion of the Converting Entity into the Converted Entity (the “Conversion”), has adopted such resolutions as required pursuant to the terms of the Delaware Limited Liability Company Act (the “DLLCA”), and has submitted this Plan and the Conversion for approval by the shareholders of the Converting Entity, and the shareholders of the Converting Entity have validly approved this Plan and the Conversion in accordance with the requirements of the DLLCA and the First Amended and Restated Limited Liability Company Agreement of the Converting Entity, dated as of July 1, 2024 (the “LLC Agreement”).

NOW, THEREFORE, the Converting Entity does hereby adopt this Plan, as set forth below:

1. Plan of Conversion.

The name of the Converting Entity is “LandBridge Company LLC”, a Delaware limited liability company.

The name of the Converted Entity is “LandBridge Corporation”, a Texas corporation.

The Converting Entity is continuing its existence, without lapse or interruption, in the organizational form of a Texas for-profit corporation under the name “LandBridge Corporation”.

The Converted Entity is to be a corporation and its jurisdiction of formation is the State of Texas.

As of the Effective Time, automatically by virtue of the Conversion and without any further action on the part of any person, (i) each Class A Share of the Converting Entity issued and outstanding or held in treasury immediately prior to the Effective Time shall be automatically converted into one share of Class A Common Stock, par value $0.001 per share, of the Converted Entity and (ii) each Class B Share of the Converting Entity issued and outstanding or held in treasury immediately prior to the Effective Time shall be automatically converted into one share of Class B Common Stock, par value $0.001 per share, of the Converted Entity. At and after the Effective Time each of the issued and outstanding Class A Shares and Class B Shares of the Converting Entity shall automatically become a share of Class A Common Stock and Class B Common Stock, respectively, of the Converted Entity, as herein provided in accordance with the customary procedures of the Converting Entity’s transfer agent.

As of the Effective Time, automatically by virtue of the Conversion and without any further action on the part of any person, each employee benefit plan, program, policy, or arrangement, including without limitation any qualified or nonqualified retirement plan, health and welfare benefit plan, deferred compensation arrangement, severance plan, bonus

or incentive compensation plan, equity-based compensation plan or agreement, or other similar plan or agreement to which the Converting Entity is a party, or otherwise maintains, sponsors or contributes (collectively, the “Company Benefit Plans”), shall continue to be a plan or agreement of the Converted Entity on the same terms and conditions, shall remain in full force and effect in accordance with its respective terms, and any references to the Converting Entity thereunder shall mean the Converted Entity on and after the Effective Time except as otherwise required by applicable law or as may be amended in accordance with its terms following the Effective Time.

To the extent that any such Company Benefit Plan provides for the issuance, or is otherwise based on the value, of Class A Shares of the Converting Entity, whether in the form of restricted share units or other equity-based awards, or other rights to acquire, or any instrument convertible into or exchangeable for, the Class A Shares of the Converting Entity, whether vested or unvested, as of the Effective Time, automatically by virtue of the Conversion and without any further action on the part of any person, such plan or agreement shall be deemed to provide for the issuance, or otherwise be based on the value, of shares of the Class A Common Stock of the Converted Entity (each, a “Converted Equity Award”), with the same exercise, purchase or conversion price per share, and will, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other terms and conditions as in effect immediately prior to the Effective Time, with such adjustments to the number of shares, exercise price (if applicable), vesting schedule, and other terms and conditions as shall be equitably determined by the Board of Directors of the Converted Entity in good faith so as to preserve the intrinsic value, economic benefits, and rights of the holder as of immediately prior to the Effective Time. Each Converted Equity Award shall otherwise be subject to the same terms and conditions (including vesting, forfeiture, and payment provisions) as applied to the corresponding award immediately prior to the Effective Time, and service credited under any Company Benefit Plan prior to the Effective Time shall be fully recognized for all purposes under the corresponding plan or arrangement of the Converted Entity. The Converted Entity shall take all actions necessary or appropriate to effectuate the foregoing, including the adoption or assumption of equity incentive plans, the reservation of a sufficient number of authorized shares for issuance pursuant to Converted Equity Awards, and the filing of any registration statements or other filings required under applicable securities laws.

As of the Effective Time, automatically by virtue of the Conversion and without any further action on the part of any person, each agreement to which the Converting Entity is a party, shall continue to be an agreement of the Converted Entity on the same terms and conditions and any references to the Converting Entity thereunder shall, on and after the Effective Time, mean the Converted Entity.

Immediately after the Effective Time, the directors and officers of the Converting Entity shall continue as the directors and officers of the Converted Entity.

2. Effective Time. The Conversion will be consummated under the TBOC by filing with the Secretary of State of the State of Texas (a) a Certificate of Conversion in the form required by the TBOC (the “Texas Certificate”) and executed in accordance with the relevant provisions of the TBOC and (b) a Certificate of Formation in the form attached hereto as Exhibit A (the “Certificate of Formation”). Simultaneously with the filing of the Texas Certificate, the Converting Entity is authorized and empowered to take any such actions as may be necessary or prudent in connection with the Conversion under Section 18-216 of the DLLCA, including the filing of a Certificate of Conversion with the Secretary of State of the State of Delaware (the “Delaware Certificate”). The

Conversion shall become effective at the time specified in the Texas Certificate and the Delaware Certificate as the effective time of the Conversion (the “Effective Time”).

3. Effects of the Conversion. The Conversion will have the effects set forth in the TBOC and, to the extent necessary, the DLLCA, including without limitation the effects set forth in Section 1(c) of this Plan. The Converted Entity will be responsible for the payment of all of the Converting Entity’s fees and franchise taxes and will be responsible for all of its debts and liabilities.

4. Governance of the Converted Entity. On and after the Effective Time, the affairs of the Converted Entity shall be governed in accordance with the TBOC and the Certificate of Formation and the Bylaws of the Converted Entity in substantially the form attached hereto as Exhibit B.

5. Plan of Reorganization. It is intended that the Conversion qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”) (and any similar provision of state or local law). This Plan of Conversion shall constitute, and is adopted as, a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations promulgated under the Code.

6. Foreign Qualifications of the Converted Entity. For the purpose of authorizing the Converted Entity to do business in any state, territory or dependency of the United States, including, but not limited to, Delaware, or in any foreign country in which it is necessary or expedient for the Converted Entity to transact business, the officers of the Converted Entity are hereby authorized and empowered to appoint and substitute all necessary agents or attorneys for service of process, to designate and to prepare, execute, and file, for and on behalf of the Converted Entity, all necessary certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency or foreign country to authorize the Converted Entity to transact business therein, and whenever it is expedient for the Converted Entity to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, and to file such certificates, reports, revocation of appointment or surrender of authority as may be necessary to terminate the authority of the Converted Entity to do business in any such state, territory, dependency or foreign country, and all actions taken by the officers of the Converted Entity prior to the Effective Time in furtherance of this Section 6 shall be, and each of them hereby is, approved, ratified and confirmed in all respects as the proper acts and deeds of the Converted Entity.

7. Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person or entity other than as expressly provided herein. Notwithstanding anything to the contrary in this Plan, no provision of this Plan is intended to, or does, confer any rights or remedies on any current or former employee or other service provider of the Converting Entity (nor any other individual associated therewith) and none of such individuals shall be regarded for any purpose as a third party beneficiary to this Plan.

8. Severability. Whenever possible, each term and provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any term or provision of this Plan is held to be prohibited by or invalid under applicable law or in any jurisdiction, such term or provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Plan. Upon the determination that any term or provision of this Plan is invalid, illegal or unenforceable, such term or provision shall be deemed amended in such jurisdiction, without further action on the part of any person or entity, to the limited extent necessary to render the same valid, legal or enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, LandBridge Company LLC, a Delaware limited liability company, has caused this Plan of Conversion to be executed by its duly authorized representative as of the date first stated above.

LandBridge Company LLC

a Delaware limited liability company

By: /s/ Scott L. McNeely_______________

Name: Scott L. McNeely

Title: Executive Vice President, Chief Financial Officer

[Signature Page to Plan of Conversion]

EXHIBIT A

Certificate of Formation

[See attached.]

Exhibit A

EXHIBIT B

Bylaws

[See attached.]

Exhibit B

EX-3.1

Filename: lb-ex3_1.htm · Sequence: 3

EX-3.1

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A DELAWARE LIMITED LIABILITY COMPANY

TO A NON-DELAWARE ENTITY

PURSUANT TO SECTION 18-216 OF

THE DELAWARE LIMITED LIABILITY COMPANY ACT

The name of the Delaware limited liability company is “LandBridge Company LLC.”

The date of filing of the limited liability company’s original Certificate of Formation with the Delaware Secretary of State was September 27, 2023.

The jurisdiction to which the limited liability company shall convert is Texas and the name under which the entity shall be known is “LandBridge Corporation.”

The conversion has been approved in accordance with Section 18-216 of the Delaware Limited Liability Company Act.

The limited liability company agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the limited liability company arising while it was a limited liability company of the State of Delaware, as well as for enforcement of any obligation of such other entity arising from the conversion, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such action, suit or proceeding.

The address to which a copy of the process shall be mailed by the Secretary of State is 5555 San Felipe Street, Suite 1200, Houston, Texas 77056.

A plan of conversion has been approved and adopted in accordance with Section 18-216 of the Delaware Limited Liability Company Act in connection with the conversion of the limited liability company effected hereby, and all provisions of such plan of conversion have been approved in accordance with Section 18-216 of the Delaware Limited Liability Company Act.

This Certificate shall become effective at a later date, which is not more than one hundred and eighty days after the date of its filings. The delayed effective date is 3:01 p.m. Central Time on October 13, 2026.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 13th day of October, A.D. 2026.

By:

/s/ Scott L. McNeely

Name:

Scott L. McNeely

Title:

Executive Vice President, Chief Financial Officer

Signature Page to Delaware Certificate of Conversion

EX-3.2

Filename: lb-ex3_2.htm · Sequence: 4

EX-3.2

Exhibit 3.2

Form 647

(Revised 12/23)

Return in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512-463-5555

FAX: 512-463-507

Filing Fee: See Instructions

Certificate of Conversion

of a

Foreign Entity

Converting to a

Texas Filing Entity

This space reserved for office use.

Converting Entity Information

The name of the converting entity is:

LandBridge Company LLC

The jurisdiction of formation of the converting entity is:

Delaware

The converting entity is a: (Select the appropriate entity type from the list shown below)

☐

For-Profit Corporation



Limited Liability Company

☐

Nonprofit Corporation

☐

Professional Limited Liability Company

☐

Professional Corporation

☐

Limited Partnership

☐

Professional Association

☐

Cooperative Association

☐

Other:

☐

General Partnership

Specify type of entity.

The date of formation of the converting entity is:

09/27/2023

The file number, if any, issued to the converting entity is:

2414322

Converted Entity Information

The foreign entity named above is converting to a filing entity formed under the Texas Business Organizations Code. The name of the converted entity is:

LandBridge Corporation

(Name of entity after the conversion must include an organizational identifier for the entity type selected below.)

The converted entity will be formed under the laws of Texas.

The converted entity is a: (Select the appropriate entity type from the list shown below.)



For-Profit Corporation

☐

Limited Liability Company

☐

Nonprofit Corporation

☐

Professional Limited Liability Company

☐

Professional Corporation

☐

Limited Partnership

☐

Professional Association

☐

Cooperative Association

Place of Conversion or Alternative Statements

 The plan of conversion is attached.

If the plan of conversion is not attached, the following statements must be completed.

☐ In lieu of attaching the plan of conversion, the converting entity certifies to the following statements by providing an address in Items 1 and 2.

1. A signed plan of conversion is on file at the principal place of business of the converting entity. The address of the principal place of business of the converting entity is:

Street or Mailing Address

City

State

Country

Zip Code

2. A signed plan of conversion will be on file after the conversion at the principal place of business of the converted entity. The address of the principal place of business of the converted entity is:

Street or Mailing Address

City

State

Country

Zip Code

A copy of the plan of conversion will be furnished on written request without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting entity or converted entity.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Certificate of Formation for the Converted Entity

 The certificate of formation for the converted Texas filing entity is attached to this certificate of conversion as an attachment or exhibit to either (i) the plan of conversion or (ii) this certificate if the plan has not been attached to the certificate of conversion. The certificate of formation includes a statement that the converted entity is formed under a plan of conversion and the name, address, date of formation, prior form of organization, and jurisdiction of formation of the converting entity.

Approval of the Plan of Conversion

The plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.

Form 647 Page 2 of 3

Effectiveness of Filing (Select either A, B, or C.)

A. ☐ This document becomes effective when the document is accepted and filed by the secretary of state.

B.  This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: October 13, 2026 at 3:01 p.m. Central Time

C. ☐ This document takes effect upon the occurrence of the future event or fact, other than the passage of time.

The 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

Tax Certification

☐ Attached hereto is a certificate from the Texas Comptroller of Public Accounts that certifies the converting entity is in good standing for purposes of conversion.

 In lieu of providing the tax certificate, the converted entity is liable for the payment of any required franchise taxes.

Execution

The undersigned signs the document subject to the penalties imposed by law for submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and that the person signing is authorized under the provisions of the Texas Business Organizations Code, or other law applicable to and governing the converting entity, to execute the filing instrument.

Date:

10/13/2026

By:

LandBridge Company LLC

Name of converting entity (see instructions)

/s/ Scott L. McNeely

Signature and title of authorized person (see instructions)

Scott L. McNeely

Printed or typed name of authorized person

Reset

Form 647 Page 3 of 3

EX-3.3

Filename: lb-ex3_3.htm · Sequence: 5

EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

LANDBRIDGE CORPORATION

LandBridge Corporation (the “Corporation”), a for-profit corporation organized and existing under and by virtue of the provisions of the Texas Business Organizations Code, as amended from time to time (the “TBOC”), does hereby certify:

LandBridge Company LLC, a Delaware limited liability company (the “Delaware Company”), with its principal place of business at 5555 San Felipe Street, Suite 1200, Houston, TX 77056, was originally formed on September 27, 2023.

The Delaware Company was converted into a corporation incorporated under the laws of the State of Texas under the name “LandBridge Corporation” on October 13, 2026, pursuant to a plan of conversion under which the Delaware Company converted to the Corporation.

Article I.

The name of the Corporation is LandBridge Corporation. The Corporation is a for-profit corporation.

Article II.

The Corporation was formed under a plan of conversion. The Corporation was formed previously in the State of Delaware on September 27, 2023, as LandBridge Company LLC, a limited liability company.

Article III.

The address of the initial registered office of the Corporation in the State of Texas is 1501 South MoPac Expressway, Suite 220, Austin, Texas 78746-7541, and the name of the registered agent at that address is Capitol Corporate Services, Inc. The initial mailing address of the Corporation is 5555 San Felipe Street, Suite 1200, Houston, TX 77056.

Article IV.

The purpose of the Corporation is to engage in any lawful business for which business corporations may be organized under the TBOC as it now exists or may hereafter be amended and supplemented. The duration of the Corporation is perpetual.

Article V.

The total number of shares of all classes of capital stock which the Corporation will have authority to issue is 900,000,000 shares, consisting of (i) 800,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”), of which 300,000,000 shares shall be a series designated as Class A Common Stock (“Class A Common Stock”) and 500,000,000 shares shall be a series designated as Class B Common Stock (“Class B Common Stock”) and (ii) 100,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).

Subject to the rights of any holders of Preferred Stock then outstanding, the number of authorized shares of Common Stock or Preferred Stock may be increased or decreased, but not below the number of shares thereof then outstanding, by the affirmative vote of the holders of outstanding capital stock of the Corporation representing a majority of the voting power of all of the then outstanding capital stock of the

Corporation entitled to vote thereon, and, to the extent permitted by Section 21.364(d) of the TBOC, no vote of the holders of Common Stock or Preferred Stock voting separately as a class shall be required therefor.

The designations and the powers, preferences, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation are as set forth below. Notwithstanding anything to the contrary in this Article V, any issuance, redemption, repurchase, acquisition, subdivision, combination or similar transaction involving capital stock of the Corporation must be accompanied by a corresponding transaction with respect to the OpCo Units (as defined below) to the extent required by the OpCo LLC Agreement (as defined below).

Common Stock.

Equal Status; General. Except as otherwise provided herein, including in Sections A.3., A.5. and A.6. of this Article V, or as required by applicable law, shares of Class A Common Stock and Class B Common Stock shall have the same rights, privileges, preferences and powers, rank equally, share ratably and be identical in all respects and as to all matters. The voting, dividend, liquidation and other rights, powers and preferences of the holders of Common Stock are subject to, and qualified by, the rights, powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board”) and outstanding from time to time.

Quorum; Voting. Except as otherwise provided by applicable law, this Certificate of Formation (this “Certificate of Formation” which term, as used herein, shall mean the certificate of formation of the Corporation, as amended and/or restated from time to time) or the Bylaws of the Corporation (as amended and/or restated from time to time, the “Bylaws”), the holders of outstanding capital stock of the Corporation representing a majority of the shares of outstanding capital stock of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at such meeting, except that, when specified business is to be voted on by a class or series of capital stock voting as a separate class, the holders of outstanding capital stock of the Corporation representing a majority of the outstanding shares of such class or series entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum of such class or series for the transaction of such business. Except as otherwise provided herein or as expressly required by a nonwaivable provision of the TBOC, at all meetings of shareholders and on all matters submitted to a vote of shareholders of the Corporation generally, (i) each holder of Class A Common Stock, as such, shall have one (1) vote per share of Class A Common Stock held of record by such holder, and (ii) each holder of Class B Common Stock, as such, shall have one (1) vote per share of Class B Common Stock held of record by such holder; provided, that, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Formation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Formation (including any Certificate of Designation (as defined below)) or pursuant to the TBOC. Subject to the other provisions of this Certificate of Formation, each holder of Class B Common Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of Class A Common Stock, and shall be entitled to notice of any shareholders’ meeting in accordance with the Bylaws and applicable law, and shall be entitled to vote, together with the holders of Class A Common Stock, with respect to any question upon which holders of Class A Common Stock have the right to vote. There shall be no cumulative voting. As authorized by Section 21.365 of the TBOC, unless otherwise stated in this Certificate of Formation, any action of the Corporation which, under the provisions of the TBOC or any other applicable law, is required to be authorized or approved by the affirmative vote of the holders of a specified portion of the shares entitled to vote which is in excess of the majority of all of the then outstanding shares of capital stock of the Corporation entitled to vote on such action shall,

notwithstanding any such provision, be deemed effectively and properly authorized or approved if authorized or approved by the vote of the holders of capital stock of the Corporation representing a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class. Without limit the generality of the foregoing, the approval of (i) any “fundamental action” as defined in Section 21.364 of the TBOC or (ii) any “fundamental business transaction” as defined in Section 1.002 of the TBOC requires the affirmative vote of the holders of capital stock of the Corporation representing a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class. Except as otherwise expressly provided in this Certificate of Formation, and notwithstanding any provision of the TBOC, but as permitted by TBOC Section 21.365(b)(2), all classes or series of capital stock shall only be entitled to vote as together a single class or series, and separate voting by class or series is not required, for the purpose of approving any matter for which the affirmative vote of the holders of a specified portion of the shares of a class or series is required by the TBOC, including in connection with any “fundamental action” as defined in Section 21.364 of the TBOC or a “fundamental business transaction” as defined in Section 1.002 of the TBOC. If, pursuant to the immediately preceding sentence, all classes or series of capital stock of the Corporation are only entitled to vote as a single class, and separate voting by class or series is not required, for the purpose of approving a matter, shares of a class or series of shares that do not otherwise have the right to vote under this Certificate of Formation shall be treated as having no votes in the vote as a single class on that matter, in accordance with TBOC Section 21.364(e-1); provided, that, if a class or series of shares is nevertheless entitled to vote as a class or series on any “fundamental action” as defined in Section 21.364 of the TBOC, then unless otherwise stated in this Certificate of Formation, the affirmative vote of the holders of outstanding capital stock representing a majority of the voting power of all of the then outstanding capital stock of the Corporation of such class or series shall be necessary to approve such “fundamental action”.

Dividends. Subject to the preferential or other rights of any holders of any then-outstanding shares of Preferred Stock, the holders of Class A Common Stock shall be entitled to receive ratably in proportion to the number of shares of Class A Common Stock held by them such dividends (payable in cash, shares or otherwise), if any, as may be declared thereon by the Board in its discretion at any time and from time to time out of any assets of the Corporation legally available therefor in compliance with the TBOC. Dividends shall not be declared or paid on the Class B Common Stock unless (a) the dividend consists of shares of Class B Common Stock or of rights, options, warrants or other securities convertible or exercisable into, or exchangeable or redeemable for, shares of Class B Common Stock paid proportionally with respect to each outstanding share of Class B Common Stock and (b) a dividend consisting of shares of Class A Common Stock or of rights, options, warrants or other securities convertible or exercisable into, or exchangeable or redeemable for, shares of Class A Common Stock on equivalent terms is simultaneously paid to the holders of Class A Common Stock. If dividends are declared on the Class A Common Stock or the Class B Common Stock that are payable in shares of Common Stock, or securities convertible into, or exercisable or exchangeable or redeemable for, shares of Common Stock, the dividends payable to the holders of Class A Common Stock shall be paid only in shares of Class A Common Stock (or securities convertible into, or exercisable or exchangeable or redeemable for, shares of Class A Common Stock), the dividends payable to the holders of Class B Common Stock shall be paid only in shares of Class B Common Stock (or securities convertible into, or exercisable or exchangeable or redeemable for, shares of Class B Common Stock), and such dividends shall be paid in the same number of shares (or fraction thereof) on a per share basis of the Class A Common Stock and Class B Common Stock, respectively (or securities convertible into, or exercisable or exchangeable or redeemable for, the same number of shares (or fraction thereof) on a share basis of the Class A Common Stock and Class B Common Stock, respectively).

Subdivisions, Combinations or Reclassifications. Shares of Class A Common Stock or Class B Common Stock may not be subdivided, combined or reclassified unless the shares of the

other class of Common Stock are concurrently therewith proportionately subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership among the holders of the outstanding Class A Common Stock and Class B Common Stock on the record date for such subdivision, combination or reclassification, and a corresponding number of OpCo Units are split, divided or combined in accordance with the OpCo LLC Agreement.

Liquidation, Dissolution or Winding Up. Subject to the preferential or other rights of any holders of any Preferred Stock then outstanding, upon the dissolution, distribution of assets, liquidation or winding up of the Corporation, whether voluntary or involuntary, holders of Class A Common Stock will be entitled to receive ratably all assets of the Corporation available for distribution to its shareholders in proportion to the number of shares held by each such shareholder. The holders of shares of Class B Common Stock shall not be entitled to receive any assets of the Corporation in the event of any dissolution, distribution of assets, liquidation or winding up of the Corporation, whether voluntary or involuntary.

Redemption of and Transfer Restrictions Applicable to Class B Common Stock

(b)

No Redemption of Class A Common Stock. The holders of Class A Common Stock shall not have any right to redeem shares of Class A Common Stock into shares of any other class of capital stock of the Corporation.

(c)

Optional Redemption of Class B Common Stock. At the option of the holder thereof, each share of Class B Common Stock shall be redeemable, at any time or from time to time, into one fully paid and nonassessable share of Class A Common Stock on the terms and subject to the conditions set forth in the OpCo LLC Agreement. Each holder of Class B Common Stock who elects to redeem the same into shares of Class A Common Stock pursuant to the OpCo LLC Agreement shall surrender the certificate or certificates therefor (or, in the case of uncertificated shares, shall comply with such procedures as the Corporation or its transfer agent may reasonably require), duly endorsed, at the office of the Corporation or any transfer agent for the Class A Common Stock or Class B Common Stock, and shall give written notice to the Corporation at such office that such holder elects to redeem the same and shall state therein the number of shares of Class B Common Stock (and the corresponding number of OpCo Units) being redeemed. Thereupon the Corporation shall promptly issue and deliver at such office to such holder a certificate or certificates (or, in the case of uncertificated shares, register such shares in book-entry form) for the number of shares of Class A Common Stock to which such holder is entitled upon such Redemption (as defined in the OpCo LLC Agreement). Such Redemption shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates representing the shares of Class B Common Stock to be redeemed (or compliance with such uncertificated share procedures), and the person entitled to receive the shares of Class A Common Stock issuable upon such Redemption shall be treated for all purposes as the record holder of such shares of Class A Common Stock on such date. If a Redemption under this Article V.A.6(b) is made in connection with an underwritten offering of the Corporation’s securities pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Redemption may, at the option of the holder tendering shares of Class B Common Stock for Redemption, be conditioned upon the closing with the underwriters of the sale of the Corporation’s securities pursuant to such offering, in which event the holders making such elections who are entitled to receive Class A Common Stock upon redemption of their Class B Common Stock shall not be deemed to have redeemed such shares of Class B Common Stock until immediately prior to the closing of such sale of the Corporation’s securities in the offering.

(d)

Status of Redeemed Class B Common Stock. In the event any shares of Class B Common Stock shall be redeemed pursuant to this Article V.A.6, the shares of Class B Common Stock so redeemed shall be cancelled and shall not be reissuable by the Corporation.

(e)

Transfer of Class B Common Stock. Notwithstanding anything herein to the contrary, no shares of Class B Common Stock may be transferred unless a corresponding number of OpCo Units are transferred therewith in accordance with the OpCo LLC Agreement.

Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the Redemption of the shares of Class B Common Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the Redemption of all outstanding shares of Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the Redemption of all then-outstanding shares of Class B Common Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purpose.

Definitions.

(b)

“OpCo” shall mean DBR Land Holdings LLC, a Delaware limited liability company or its applicable successors or assigns.

(c)

“OpCo LLC Agreement” shall mean the Amended and Restated Limited Liability Agreement of OpCo, as it may be amended, restated, supplemented and otherwise modified from time to time.

(d)

“OpCo Units” shall mean units representing limited liability company interests in OpCo.

Preferred Stock.

Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by applicable law.

In accordance with Section 21.155 of the TBOC, authority is hereby expressly granted to the Board from time to time to issue the Preferred Stock in one or more series, to establish the number of shares to be included in each such series and to determine and fix the voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights of each such series and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in such resolution or resolutions adopted by the Board providing for the establishment and issuance of such series of Preferred Stock, all to the fullest extent now or hereafter permitted by the TBOC. The Board is also expressly authorized to increase or decrease (but not below the number of shares of such series issued as of the time of such decrease) the number of shares of any series of Preferred Stock established by the Board pursuant to Section 21.155 of the TBOC. Without limiting the generality of the foregoing, the resolution or resolutions providing for the designation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by applicable law and this Certificate of Formation (including any certificate of designation filed with respect to any series of Preferred Stock (a “Certificate of Designation”)). Except as otherwise required by applicable law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Certificate of Formation (including any Certificate of Designation).

Consent Rights.

Definitions.

(b)

“Affiliates” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”).

(c)

“Change of Control” shall mean the first to occur of the following events: (a) the sale of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person (or group of Persons acting in concert), other than to (x) one or more Founding Shareholders or (y) any employee benefit plan (or trust forming a part thereof) maintained by the Corporation or any of its Affiliates or other Person of which a majority of its voting power or other equity securities is owned, directly or indirectly, by the Corporation or any of its Affiliates (any Person described in the foregoing clauses (x) or (y), an “Affiliated Person”); (b) a sale of shares of the outstanding capital stock of the Corporation by either (x) the Corporation or (y) one or more Founding Shareholders to a Person (or group of Persons acting in concert), or a merger, consolidation or similar transaction involving the Corporation, in any case, that results in (x) more than fifty percent (50%) of the Voting Shares of the Corporation (or any resulting company after a merger, or the ultimate parent company thereof, as applicable) being held by a Person (or group of Persons acting in concert) that is not an Affiliated Person and (y) the Founding Shareholders ceasing to own at least forty percent (40%) of the Voting Shares of the Corporation (or any resulting Company after a merger, or the ultimate parent company thereof, as applicable); or (c) any event that results in the Founding Shareholders ceasing to hold the ability to elect a majority of the members of the Board.

(d)

“Consolidated Adjusted EBITDA” shall mean the Corporation’s and its consolidated Subsidiaries’ net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share-based compensation; and other extraordinary and/or non-recurring expenses deducted in calculating Adjusted EBITDA as publicly disclosed by the Corporation for the most recently completed fiscal period.

(e)

“Consolidated Net Tangible Assets” shall mean the total assets of the Corporation and its consolidated Subsidiaries as of the end of the most recent fiscal period for which a consolidated balance sheet is available, minus all current liabilities (excluding the current portion of any long-term debt) as reflected on such balance sheet, minus total goodwill and other intangible assets reflected on such balance sheet, all calculated on a consolidated basis in accordance with U.S. GAAP.

(f)

“Designated Director” shall mean any director who may be elected by the holders of any class or series of shares of capital stock of the Corporation specified in the designations, preferences, rights, powers, qualifications, limitations and restrictions for such class or series to the extent provided therein.

(g)

“Founding Shareholders” shall mean (i) LandBridge Holdings LLC (“LBH”) and (ii) any transferee of Common Stock from LBH provided such transferee (I) is an Affiliate of LBH or (II) is party to an agreement with the Corporation, LBH or an Affiliate thereof with respect to the voting of such Common Stock.

(h)

“Person” shall mean any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

(i)

“Sponsor Group” shall mean (i) LBH and its Affiliates, including Five Point Infrastructure LLC and its Affiliates and (ii) any other person that is party to an agreement with the Corporation, LBH or an Affiliate thereof with respect to the voting of the Common Stock.

(j)

“Subsidiary” shall mean, with respect to any Person, as of any date of determination, any other Person as to which such Person owns or otherwise controls, directly or indirectly, more than fifty percent (50%) of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such Person. For the avoidance of doubt, OpCo and its Subsidiaries shall be deemed to be Subsidiaries of the Corporation.

(k)

“Voting Shares” shall mean the Class A Common Stock, the Class B Common Stock and any other class or series of capital stock issued after the date of this Certificate of Formation that entitles the holder of such shares of capital stock to vote in the election of directors (other than a Designated Director), voting together as a single class.

So long as the Founding Shareholders collectively, directly or indirectly, own at least forty percent (40%) of the outstanding Voting Shares, the Corporation shall not take, and shall take all necessary action to cause each of its Subsidiaries not to take, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise), any of the following actions (or enter into an agreement to take any such action) without the prior consent of the majority of the Founding Shareholders, which consent may be withheld in its sole discretion, in addition to any required approval of the Board (or, as applicable, the approval of the requisite governing body of any Subsidiary of the Corporation or any requisite statutory vote):

(b)

terminating the Chief Executive Officer of the Corporation and/or hiring or appointing his or her successor;

(c)

removing the Chairman of the Board and/or appointing his or her successor;

(d)

increasing or decreasing the size of the Board or any committee of the Board or taking any such action with respect to the governing body of any of the Corporation’s Subsidiaries;

(e)

agreeing to or entering into any transaction that, if consummated, would constitute a Change of Control or entering into any definitive agreement or series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change of Control;

(f)

incurring debt for borrowed money (or liens securing such debt) in an amount that would result in outstanding debt for borrowed money that exceeds the Corporation’s Consolidated Adjusted EBITDA for the four quarter period immediately prior to the proposed date of incurrence of such debt by 4.00 to 1.00;

(g)

authorizing, creating (by way of reclassification, merger, consolidation or otherwise) or issuing any equity securities of the Corporation (other than (x) pursuant to any equity compensation plan approved by the Board or a committee thereof or (y) intra-company issuances among the Corporation and/or its Subsidiaries);

(h)

making any voluntary election to liquidate or dissolve or commence bankruptcy or insolvency proceedings or the adoption of a plan with respect to any of the foregoing or any determination not to oppose such action or proceeding commenced by a third party;

(i)

selling, transferring or disposing of assets outside the ordinary course of business in a transaction or series of transactions with a fair market value in excess of two percent (2%) of the Corporation’s Consolidated Net Tangible Assets determined as of the end of the most recently completed fiscal period for which a consolidated balance sheet of the Corporation and its consolidated Subsidiaries is available; and

(j)

any amendment, modification or waiver of this Article V.C.

So long as the Founding Shareholders collectively, directly or indirectly, own at least ten percent (10%) of the outstanding Voting Shares, the Corporation shall not, and shall take all necessary action to cause each of its Subsidiaries not to, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise) make (or enter into an agreement to make) any amendment, modification or waiver of this Certificate of Formation, the Bylaws or any other governing documents of the Corporation or any of its Subsidiaries that materially and adversely affects any member of the Sponsor Group or its rights under this Certificate of Formation, the Bylaws or any other governing documents of the Corporation or any of its Subsidiaries without the prior consent of LBH, which consent may be withheld in its sole discretion.

Nothing in this Article V.C, or the exercise of the rights contemplated hereby (including any grant or withholding of consent, as the case may be), shall be deemed to create or otherwise result in any duty (including any fiduciary duty), obligation or liability on the part of any member of the Sponsor Group, express or implied, in equity or otherwise. In addition, with respect to any director who is also a director, officer, employee or principal of any member of the Sponsor Group, no act or omission of such director, officer, employee or principal of any member of the Sponsor Group in his or her capacity as such shall (i) be deemed to be an act or omission of such individual in his or her capacity as a director or (ii) be deemed to create or otherwise result in any duty, obligation or liability on the part of such person in his or her capacity as a director, express or implied, in equity or otherwise.

Article VI.

For the management of the business and for the conduct of the affairs of the Corporation it is further provided that:

General Powers. The business and affairs of the Corporation will be managed by or under the direction of the Board.

Number of Directors; Initial Directors; Election of Directors. The number of directors of the Corporation, subject to the rights of the holders of any series of Preferred Stock to elect directors, shall be fixed solely in the manner set forth in the Bylaws, but shall not be less than seven (7). Each director will be entitled to one vote on each matter presented to the Board.

The names and addresses of the directors constituting the initial Board are as follows:

Name

Address

David N. Capobianco