LandBridge 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-42150 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☒Emerging growth company☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financialreporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☒Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of common shares held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completedsecond fiscal quarter, was approximately $1.7 billion based on the closing price of the registrant’s Class A shares representing limited liability company interests (“Class AAs of February 23, 2026, the registrant had 27,838,199 Class A shares and 49,250,916 Class B shares representing limited liability company interests (“Class B shares”) outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for the 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”), which will be filed with the U.S. Securities and Exchange Commission (the “SEC”) within 120 days after December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS GlossaryCautionary Note Regarding Forward-Looking Statements 36 PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities59Item 6.[Reserved]60Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations61Item 7A.Quantitative and Qualitative Disclosures About Market Risk76Item 8.Financial Statements and Supplementary Data81Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure110Item 9A.Controls and Procedures110Item 9B.Other Information112Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections112PART IIIItem 10.Directors, Executive Officers and Corporate Governance112Item 11.Executive Compensation112Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters112Item 13.Certain Relationships and Related Transactions, and Director Independence112Item 14.Principal Accountant Fees and Services112PART IVItem 15.Exhibits and Financial Statement Schedules112Item 16.Form 10-K Summary113Signatures116 GLOSSARY The following are abbreviations and definitions of certain terms used in this document, many of which are commonly used in theindustry: 1918 Ranch Acquisition. The acquisition of approximately 38,000 total acres across Reeves, Loving, Winkler and Ward counties,Texas,