The information set forth in amended Item 6 below is incorporated by reference herein.

The information set forth on the cover pages is incorporated by reference into this Item 5.

The information set forth on the cover pages is incorporated by reference into this Item 5. LandBridge Holdings holds 47,168,908 Class B shares and the same number of OpCo Units. The terms of the OpCo LLC Agreement provide each holder of an OpCo Unit, subject to certain limitations, the right (the "Redemption Right") to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of the Issuer's Class B shares) for, at OpCo's election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions ("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 Class A shares. As a result, for the purpose of Rule 13d-3 under the Act, LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities may be deemed to be the beneficial owners of an aggregate of 47,168,908 Class A shares. The aggregate number of Class A shares beneficially owned by each of LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities represents approximately 61.4% of the outstanding Class A shares, based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Persons (assuming that all OpCo Units owned by the Reporting Persons were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 28,404,484 Class A shares outstanding as of August 5, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on August 6, 2026, (ii) 1,250,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). As of the date hereof and on a fully diluted basis, LandBridge Holdings owned (x) 99.4% of all outstanding Class B shares and (y) 61.2% of the outstanding OpCo Units, and the Issuer owned 38.5% of the OpCo Units. Each of Fund II and Fund III (who collectively own 77.0% of the capital interests of LandBridge Holdings), GP II LP (as sole general partner of Fund II), GP III LP (as sole general partner of Fund III), GP II LLC (as sole general partner of GP II LP), GP III LLC (as sole general partner of GP III LP) and DNC (as the sole member of each of GP II LLC and GP III LLC) may be deemed to be the beneficial owner of the securities beneficially owned by LandBridge Holdings. The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

The information set forth in Item 6 of this Amendment No. 4 is hereby incorporated by reference into this Item 5(c). In connection with the August 2026 Sale, LandBridge Holdings (i) received 1,250,000 Class A shares in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares) and (ii) sold 1,250,000 Class A shares at a price per share of $75.05, pursuant to Rule 144 under the Securities Act through a broker-dealer. Pursuant to the OpCo LLC Agreement, on March 19, 2026, the Issuer cancelled 73,141 OpCo Units (together with the cancellation of a corresponding number of Class B shares) held by LandBridge Holdings in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended March 31, 2026. LandBridge Holdings did not receive any consideration for the cancellation of these shares. Pursuant to the OpCo LLC Agreement, on June 8, 2026, the Issuer cancelled 102,987 OpCo Units (together with the cancellation of a corresponding number of Class B shares) held by LandBridge Holdings in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended June 30, 2026. LandBridge Holdings did not receive any consideration for the cancellation of these shares. Except as set forth above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2, has effected any transaction in Class A shares during the past 60 days.

Not applicable.

Not applicable.

Item 6 is hereby amended by adding the following: Lock-Up Agreement In connection with the August 2026 Sale, on August 7, 2026, each Reporting Person named herein agreed with J.P. Morgan Securities LLC that it will not offer, sell, contract to sell or otherwise transfer or dispose of, any Class A shares, without, in each case, the prior written consent of J.P. Morgan Securities LLC, for a period of 60 days after the date of consummation of the August 2026 Sale (subject to certain exceptions).