Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of September 30, 2024, LandBridge Company LLC (NYSE: LB) (the "Company"), the Managing Member of OpCo (as defined below), entered into Amendment No. 1 (the "Amendment") to the Amended and Restated Limited Liability Company Agreement (the "OpCo LLC Agreement") of DBR Land Holdings LLC ("OpCo"), with LandBridge Holdings LLC, the majority in interest Member of OpCo and controlling shareholder of the Company.

The Amendment provides, among other things, that so long as a Redeeming Member and its affiliates own at least 40% of the voting power of the Company, (i) OpCo may elect to settle a Redemption by such Redeeming Member in cash only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of Company Equity Securities at least equal to the number of OpCo Units subject to such Redemption and contributes to OpCo an amount in cash equal to the net proceeds received by the Company from the issuance of such Company Equity Securities, and (ii) the Company may make a cash election in connection with its exercise of the Call Right with respect to a Redemption by such Redeeming Member only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of Company Equity Securities at least equal to the number of OpCo Units subject to such Redemption.

The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, which is incorporated by reference hereto and is attached to this Current Report on Form 8-K as Exhibit 10.1. Capitalized terms used herein which are not defined in this Current Report on Form 8-K shall have the meanings assigned to such terms in the OpCo LLC Agreement as amended.