ERock, Inc. (EROC) SEC Filings

ERock, Inc. (EROC) reported the initial ownership of large blocks of its equity-linked securities by ten percent owner Walter Thomas McAndrew, Jr.. He holds 6,368,562 shares of Class B common stock directly and an additional 16,633,122 shares indirectly through McAndrew Holdings, Ltd., over which he may share voting and investment power while disclaiming beneficial ownership except for his pecuniary interest. Related Class B Units of Enchanted Rock Holdings, LLC are exchangeable one-for-one into Class A common stock, and upon any such exchange an equivalent number of Class B shares will be automatically cancelled.

ERock, Inc. (EROC) received an amended Schedule 13G from Walter Thomas McAndrew Jr., McAndrew Holdings, Ltd., McAndrew Holdings, LLC, and Jay Willis McAndrew reporting their beneficial ownership of the company’s Class A common stock. W.T. McAndrew is deemed to beneficially own 22,587,118 shares, or 31.9% of the Class A common stock, including shares acquirable through Class B Shares and corresponding Class B Units of ER Holdings. McAndrew Holdings, the general partner McAndrew Holdings, LLC, and Jay Willis McAndrew each report beneficial ownership of 16,540,099 shares, or 25.6%, via Class B Shares and exchangeable Class B Units.

ERock, Inc. investors led by Walter Thomas McAndrew Jr. report a significant beneficial stake in the company’s Class A common stock. McAndrew is deemed to beneficially own 22,587,118 Class A shares, representing 31.9% of the class, including exchangeable Class B Units and directly held Class A shares.

The structure involves Class B common shares and corresponding Class B Units of Enchanted Rock Holdings, LLC that are exchangeable on a one-for-one basis into Class A shares, with the related Class B shares cancelled upon exchange. McAndrew Holdings, Ltd., McAndrew Holdings, LLC and Jay Willis McAndrew each report beneficial ownership of 6,275,539 Class A shares, or 11.5% of the class, through this exchange right. Percentages are calculated using 48,174,023 Class A shares outstanding as of August 7, 2026, plus shares acquirable within 60 days.

ERock, Inc. designs, deploys and operates natural-gas distributed power systems for data centers, utilities and large commercial and industrial customers, primarily in Texas and California. For the quarter ended June 30, 2026, total revenues were $39.9 million, down from $68.5 million a year earlier, as power system sales declined while ongoing services grew modestly.

The company reported an operating loss of $19.8 million and a net loss of $67.7 million, driven largely by a $48.8 million loss on debt extinguishment related to settling convertible notes and terminating prior credit facilities. Adjusted EBITDA was $(14.0) million versus $3.6 million in the prior-year quarter.

ERock completed an IPO on June 11, 2026, issuing 27.9 million Class A shares and generating $554.0 million of net proceeds. After using part of the proceeds to repay debt and repurchase interests from pre-IPO owners, the company ended June 30, 2026 with $660.9 million in cash, cash equivalents and restricted cash and no debt outstanding. Remaining performance obligations were about $1.8 billion, with a significant portion expected to be recognized over the next one to two years.

ERock, Inc. reported second quarter 2026 results showing rapid commercial momentum but weak profitability. Total revenue was $39.9 million, down 41.7% from $68.5 million a year earlier, as power system sales declined versus a strong prior-year period. Net loss widened sharply to $(67.7) million, with net loss margin deteriorating to 169.8% and Adjusted EBITDA falling to $(14.0) million, or a negative 35.1% margin.

Operationally, ERock’s Contracted Power System Sales Backlog reached approximately $1.7 billion, about 10x year-over-year, driven largely by AI data center demand, including a 470 MW order from Anthropic and a 366 MW project supporting Meta. The company completed an IPO of roughly 27.9 million Class A shares, raising about $400 million in gross proceeds, and ended the quarter with $626.6 million of unrestricted cash, no debt and an undrawn $250 million credit facility. For full-year 2026, ERock guides to revenue of $435–$465 million (about 2.5x year-over-year at the midpoint) and Adjusted EBITDA of $3–$9 million, implying a planned swing toward modest profitability as it converts backlog and ramps manufacturing capacity.

Energy Impact Partners-affiliated entities report a controlling stake in ERock, Inc. following its IPO. Energy Impact Partners LLC and related funds, together with Hans Kobler, report beneficial ownership of 102,813,846 shares on an as-converted basis, representing 78.1% of ERock’s Class A common stock.

The position combines 19,350,897 Class A shares held by Energy Impact Fund (FT-B), 83,355,210 Class B shares and corresponding Class B Units held by EIP Flagship Fund I ER Holdings, and 107,739 Class A shares underlying vested Class M Units. Class B Units are exchangeable one-for-one into Class A shares, with Class B shares cancelled upon exchange, and Class M Units are convertible into Class B Units without expiration.

The Schedule 13D explains that these interests arose from pre-IPO investments in Enchanted Rock Holdings, LLC and several convertible note financings, followed by conversions and “blocker” mergers completed around ERock’s June 2026 offering. It also notes a Registration Rights Agreement giving holders demand and piggyback registration rights, and 180-day lock-up agreements restricting sales by Flagship, FT-B and Mr. Kobler after the underwriting agreement date.

ERock, Inc. insider-related entities restructured their holdings around the company’s initial public offering. A fund affiliated with the reporting person, EIP Flagship Fund I ER Holdings LLC, sold 6,041,206 Class B Units of Enchanted Rock Holdings, LLC to ERock for approximately $119.9 million, and an equal number of shares of Class B common stock were cancelled.

Another affiliated fund, Energy Impact Fund (FT-B) LP, received 19,350,897 shares of Class A common stock and about $27.8 million in cash as merger consideration in connection with the IPO-related Blocker Mergers. After these transactions, entities associated with Hans Kobler indirectly hold 83,355,210 shares of Class B common stock and 19,350,897 shares of Class A common stock, with voting and investment decisions made by an investment committee of Energy Impact Partners LLC, whose members disclaim beneficial ownership beyond their pecuniary interests.

ERock, Inc. reported a Form 4 showing restructuring and sale transactions by affiliated Energy Impact funds around its initial public offering. Energy Impact Fund (FT-B) LP received 19,350,897 shares of Class A common stock as consideration when EIF ER Blocker LLC merged into ERock, cancelling 20,751,551 Class A units previously held by the blocker. Separately, ERock used approximately $119.9 million of offering proceeds to purchase 6,041,206 Class B units from EIP Flagship Fund I ER Holdings LLC, with an equal number of Class B common shares cancelled. Following these transactions, the reporting entities indirectly held 83,355,210 shares of Class B common stock and 19,350,897 shares of Class A common stock.

ERock, Inc. completed its IPO of 27,906,977 shares of Class A common stock at $21.50 per share, raising cash to restructure its ownership and debt. The company used about $369.3 million of net proceeds to buy 18,604,652 Class A Units from ER Holdings, which repaid roughly $30.0 million of 2025 Term Loan debt plus a $3.0 million prepayment fee, with the balance for general corporate purposes. Additional proceeds funded purchases of Class B Units for about $156.9 million and a $27.8 million cash payment related to a blocker merger. ERock also installed a mostly independent board, adopted a 19,746,000‑share 2026 Equity Incentive Plan with a 1.5% annual evergreen increase, and approved an Executive Severance Plan providing salary, bonus and COBRA benefits upon qualifying terminations, including enhanced payouts after a change in control.