LandBridge美股招股说明书(2025-11-17版)

2,500,000 ClassA SharesRepresenting Limited Liability Company InterestsOffered by the Selling Shareholder This prospectus supplement relates to the offer and sale by the selling shareholder named herein (the “SellingShareholder”) of up to 2,500,000 ClassA shares representing limited liability company interests (“ClassA shares”) inLandBridge Company LLC, a Delaware limited liability company (“LandBridge,” the “Company,” “we,” “us” or “our”). Wewill not receive any proceeds from the sale of our ClassA shares by the Selling Shareholder. The ClassA shares being offered hereby are our ClassA shares issuable upon the redemption of common units representinglimited liability company interests (the “OpCo Units”) in DBR Land Holdings LLC, a Delaware limited liability company and asubsidiary of the Company (“OpCo”), together with the cancellation of a corresponding number of our ClassB sharesrepresenting limited liability company interests (“ClassB shares” and, together with ClassA shares, “common shares”). Our ClassA shares are listed on the New York Stock Exchange (the “NYSE”) and the NYSE Texas, Inc. (“NYSE Texas”)under the symbol “LB.” On November14, 2025, the last reported sales price of our ClassA shares on each of the NYSE andNYSE Texas was $74.54 per ClassA share. Investing in our ClassA shares involves risks. See “Risk Factors” beginning on pageS-7of thisprospectus supplement, page 4 of the accompanying base prospectus dated July1, 2025, page 37 ofour Annual Report on Form10-Kfor the year ended December31, 2024 (the “2024 Form10-K”)and any subsequent Quarterly Reports on Form10-Qor Current Reports on Form8-Kto readabout factors you should consider before investing in our ClassA shares. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission or otherregulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense. The underwriter has agreed to purchase our ClassA shares from the Selling Shareholder at a price of $per share,which will result in approximately $million of aggregate proceeds to the Selling Shareholder before expenses. TheClassA shares may be offered by the underwriter from time to time to purchasers directly or through agents, or through brokersin brokerage transactions on the NYSE, on NYSE Texas or to dealers in negotiated transactions or in a combination of suchmethods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at pricesrelated to such prevailing market prices or at negotiated prices. For additional underwriting compensation information, see“Underwriting.” The Selling Shareholder expects to grant the underwriter a 30-day option to purchase up to an additional 375,000 Class Ashares to cover sales by the underwriter in the initial offering of the Class A shares hereunder or in the open market. Table of Contents TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTBASIS OF PRESENTATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSREDEMPTION OF OPCO UNITS AND CANCELLATION OF CLASS B SHARESDESCRIPTION OF SHARESOUR OPERATING AGREEMENTSELLING SHAREHOLDERMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S.HOLDERSCERTAIN ERISA CONSIDERATIONSUNDERWRITINGWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCELEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSGLOSSARYWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS SUMMARYRISK FACTORSUSE OF PROCEEDSSELLING SHAREHOLDERSDESCRIPTION OF SHARES Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to andupdates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying base prospectus. The second part is the accompanying base prospectus, dated July1, 2025, which, among other things, gives moregeneral information, some of which may not apply to this offering. To the extent that any information contained in this prospectus supplement differs orvaries from the information contained in the accompanying base prospectus, the information in this prospectus supplement controls. Before you invest inour ClassA shares, you should carefully read this prospectus supplement, along with the accompanying base prospectus, in addition to the informationcontained in the documents we refer to under the headings “Where You Can Find More Information” and “Incorporation of Certain Information byReference” in this prospectus supplement and the accompanying base prospectus. You should rely