UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 11, 2025 (
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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).
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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 December 26, 2024, LandBridge Company LLC (NYSE: LB) (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission (the “SEC”). The Original Report disclosed the consummation of the Company’s previously announced acquisition of approximately 46,000 surface acres located in Reeves and Pecos Counties, Texas (the “Acquisition”), pursuant to that certain Purchase and Sale Agreement between DBR Land LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Company, and Wolf Bone Ranch Partners LLC, a Texas limited liability company. The Acquisition was completed on December 19, 2024.
On December 31, 2024, the Company filed a Current Report on Form 8-K/A (“Amendment No. 1,” and, the Original Report as amended by Amendment No. 1, the “Amended Report”) with the SEC, which amended the Original Report to include the financial statements required by Item 9.01(a) and certain pro forma financial information required by Item 9.01(b).
This Current Report on Form 8-K/A amends the Amended Report to include certain additional pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Amended Report remain unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
| (b) | Pro Forma Financial Information. |
The following unaudited pro forma condensed consolidated financial statements of the Company are attached as Exhibit 99.1 hereto and are incorporated herein by reference.
| • | The unaudited pro forma condensed consolidated financial statements of the Company for the year ended December 31, 2024, and the related notes to such financial statements. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Unaudited pro forma condensed consolidated financial statements of LandBridge Company LLC for the year ended December 31, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
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.
Date: March 11, 2025
| LANDBRIDGE COMPANY LLC | ||
| By: |
/s/ Scott L. McNeely | |
| Name: |
Scott L. McNeely | |
| Title: |
Chief Financial Officer | |
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