ERock completes IPO, sets board and incentive plans

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.

Rhea-AI Filing Summary

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.

Insights

Capital structure and governance analyst

ERock’s IPO restructures ownership, modestly de-levers, and formalizes governance.

ERock, Inc. completed an IPO of 27,906,977 Class A shares at $21.50 per share. Proceeds of about $369.3M were largely upstreamed to ER Holdings to buy Class A Units and repay $30.0M of 2025 Term Loan debt plus a $3.0M prepayment fee, with remaining funds for general corporate purposes.

Additional IPO cash of about $156.9M purchased Class B Units from pre‑IPO holders, and $27.8M funded a blocker merger payment. Pre‑IPO, ERock issued 20,267,046 Class A shares and 171,226,057 Class B shares to ER Holdings unitholders, creating a multi‑class structure tied to partnership units. These steps align with an "Up‑C" style arrangement.

Governance was formalized with a largely independent board and key committees. The 2026 Equity Incentive Plan authorizes 19,746,000 Class A shares plus an annual 1.5% evergreen, and the Executive Severance Plan provides up to 2.0x salary and target bonus and up to 24 months of COBRA after a change in control. Future filings may clarify how quickly equity awards are granted under this plan.

8-K Event Classification

7 items: 1.01, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01

7 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

IPO shares: 27,906,977 shares IPO price: $21.50 per share Proceeds used via ER Holdings: $369.3 million +5 more

8 metrics

IPO shares 27,906,977 shares Class A common stock sold for cash consideration

IPO price $21.50 per share Cash consideration per Class A share

Proceeds used via ER Holdings $369.3 million Net IPO proceeds used to purchase 18,604,652 Class A Units

Term loan repayment $30.0 million Outstanding indebtedness under 2025 Term Loan repaid by ER Holdings

Blocker merger payment $27.8 million Cash paid to Energy Impact Fund (FT-B) LP

Pre-IPO Class A issuance 20,267,046 shares Class A common stock issued to certain ER Holdings unitholders

Pre-IPO Class B issuance 171,226,057 shares Class B common stock issued to certain ER Holdings unitholders

2026 Plan share reserve 19,746,000 shares Class A common stock available under 2026 Equity Incentive Plan

Key Terms

initial public offering, Class B Units, 2026 Equity Incentive Plan, Executive Severance Plan, +2 more

6 terms

initial public offering financial

"In connection with the initial public offering (“IPO”) by ERock, Inc."

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Class B Units financial

"to purchase Class B Units from certain of the pre-IPO holders"

2026 Equity Incentive Plan financial

"adopted the ERock, Inc. 2026 Equity Incentive Plan (the “2026 Plan”)"

Executive Severance Plan financial

"adopted the ERock, Inc. Executive Severance Plan (the “Severance Plan”)"

change in control financial

"within 24 months following a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Credit Agreement financial

"under and as defined in the Credit Agreement, dated as of June 4, 2026"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large was ERock, Inc. (EROC)’s IPO and at what price were shares sold?

ERock’s IPO consisted of 27,906,977 shares of Class A common stock sold at $21.50 per share. This transaction raised substantial cash for the company and its affiliate, supporting debt repayment, unit repurchases and other corporate purposes described in the filing.

How did ERock, Inc. (EROC) use the IPO proceeds from its offering?

ERock used about $369.3 million of net proceeds to buy 18,604,652 Class A Units from ER Holdings, which repaid $30.0 million of 2025 Term Loan debt plus a $3.0 million prepayment fee. Additional proceeds funded unit purchases and a blocker merger payment.

What equity incentive plan did ERock, Inc. (EROC) adopt in 2026?

Effective June 9, 2026, ERock adopted the 2026 Equity Incentive Plan, authorizing 19,746,000 Class A shares. The share pool increases each January 1, starting 2027, by 1.5% of outstanding Class A and Class B shares, supporting ongoing stock-based compensation.

What severance benefits do ERock, Inc. (EROC) executives receive under the new plan?

Under the Executive Severance Plan, executives terminated without cause typically receive salary and target bonus over 12 months, a pro‑rata bonus, and 12 months of COBRA. After a change in control, benefits rise to 2.0x salary plus bonus and 24 months of COBRA.

How was ERock, Inc. (EROC)’s board of directors structured after the IPO?

On June 9, 2026, ERock appointed a mostly independent board, including Charles Boynton, Dan Brouillette, Hans Kobler, Lindsay Luger, Mark Patterson, Sameer Reddy and Tony Satterthwaite, with John Carrington already serving. The board formed audit, compensation and nominating/governance committees.

What pre-IPO share issuances did ERock, Inc. (EROC) complete to holders of ER Holdings units?

In connection with the IPO, ERock issued 20,267,046 Class A shares to certain pre‑IPO ER Holdings unitholders and 171,226,057 Class B shares to other pre‑IPO unitholders. These issuances were made relying on Securities Act exemptions for private offerings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 06:42 PM EDT Learn about SEC filing dates

--12-31 false 0002110029 0002110029 2026-06-09 2026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

ERock, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-43339		41-4189868
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1113 Vine St., Suite 101

Houston, Texas 77002

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 429-4091

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		EROC		New York Stock Exchange

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).

Emerging growth company ☒

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the initial public offering (“IPO”) by ERock, Inc. (the “Company”) of shares of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”), described in the prospectus (the “Prospectus”), dated June 9, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-295965) (as amended, the “Registration Statement”), the following agreements were entered into:

• the Sixth Amended and Restated Limited Liability Company Agreement of Enchanted Rock Holdings, LLC (“ER Holdings”), dated as of June 9, 2026, by and among the Company and each of the other persons from time to time party thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference;

• the Tax Receivable Agreement, dated as of June 11, 2026, by and among the Company and each of the other persons from time to time party thereto, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference; and

• the Registration Rights Agreement, dated as of June 11, 2026, by and among the Company and each of the other persons from time to time party thereto, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

Item 3.02 Unregistered Sales of Equity Securities.

In connection with the closing of the IPO, the Company issued: (1) 20,267,046 shares of the Company’s Class A Common Stock to certain pre-IPO holders of units of ER Holdings in connection with the mergers of blocker entities, and (2) 171,226,057 shares of the Company’s Class B common stock, $0.01 par value per share (the “Class B Common Stock”), to certain pre-IPO holders of units of ER Holdings. The shares of Class A Common Stock and Class B Common Stock were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act.

Future issuances of shares of Class A Common Stock, up to 225,126,573 shares, subject to adjustment for stock splits, stock dividends, reclassifications or similar transactions, in exchange for Class B units of ER Holdings (“Class B Units”), along with the cancellation of an equal number of shares of Class B Common Stock, will be issued in reliance upon the exemptions set forth in Sections 3(a)(9) and 4(a)(2) of the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Composition of the Board

On June 9, 2026, in connection with the effectiveness of the Registration Statement, Charles Boynton, Dan Brouillette, Hans Kobler, Lindsay Luger, Mark Patterson, Sameer Reddy and Tony Satterthwaite were each appointed to the Board of Directors of the Company (the “Board”). John Carrington was already serving as a director of the Company. In addition, Mr. Kobler was appointed as Chairperson of the Board. Each of Mr. Boynton, Mr. Brouillette, Ms. Luger, Mr. Kobler, Mr. Patterson, Mr. Reddy and Mr. Satterthwaite is independent within the meaning of the listing standards of the New York Stock Exchange. In addition, each of Mr. Boynton,

Mr. Brouillette, Mr. Patterson and Mr. Satterthwaite is independent under the heightened independence standards applicable to members of an audit committee and each of Mr. Boynton, Mr. Kobler and Mr. Patterson is independent under the heightened independence standards applicable to members of a compensation committee.

The Board assigned each director to the classes listed below. In addition, the directors have been appointed to the Audit, Compensation and Nominating and Corporate Governance Committees of the Board as follows:

Name		Class		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee
Charles Boynton		II		X (Chair)		X
Dan Brouillette		I		X				X
John Carrington		III
Lindsay Luger		II
Hans Kobler		III				X
Mark Patterson		I		X		X (Chair)
Sameer Reddy		III						X
Tony Satterthwaite		II		X				X (Chair)

Each non-employee director will participate in the Company’s standard compensation program for non-employee directors, as determined by the Board from time to time and described in the Registration Statement in the section captioned “Director Compensation,” which section is incorporated by reference herein. In addition, each director has entered into a standard indemnification agreement with the Company, which provides for the standard indemnification and advancement of expenses to the fullest extent permitted by law consistent with the Company’s Amended and Restated Bylaws. The description of the indemnification agreements is intended to provide a general description only, is subject to the detailed terms and conditions of and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which was previously filed as Exhibit 10.1 to the Company’s Registration Statement, and is incorporated herein by reference.

2026 Equity Incentive Plan

Effective June 9, 2026, the Board and the Company’s then sole stockholder adopted the ERock, Inc. 2026 Equity Incentive Plan (the “2026 Plan”) to promote and closely align the interests of employees, officers, non-employee directors, and other individual service providers of the Company with the interests of its stockholders by providing stock-based and other performance-based compensation. The 2026 Plan allows for the grant of: stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights; restricted stock; restricted stock units; incentive bonuses, which may be paid in cash, stock, or a combination thereof; and other stock-based awards. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the 2026 Plan, 19,746,000 shares of Class A Common Stock may be issued under the 2026 Plan. The 2026 Plan share pool will be increased on January 1^st of each year beginning in 2027 by a number of shares equal to 1.5% of the outstanding Class A Common Stock and Class B Common Stock on the preceding December 31^st. The 2026 Plan is administered by the Compensation Committee or such other committee designated by the Board to administer the 2026 Plan.

The description of the foregoing is qualified in its entirety by reference to the complete terms and conditions of the 2026 Plan, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Executive Severance Plan

Effective June 9, 2026, the Board adopted the ERock, Inc. Executive Severance Plan (the “Severance Plan”), pursuant to which participants are eligible to receive certain severance benefits upon a qualifying termination of employment. Each of the Company’s executive officers will become a participant in the Severance Plan, subject

to their execution of a participation agreement. The Severance Plan provides the following severance benefits in the event of an executive participant’s termination of employment without cause (other than by reason of death or disability) prior to or more than 24 months following a change in control of the Company: (1) cash severance payments equal to the participant’s base salary and target annual bonus payable in installments over a 12-month period; (2) a pro-rata annual bonus for the year of termination based on actual performance for such year; and (3) 12 months of company-paid COBRA premiums. In the event of an executive participant’s termination without cause (other than by reason of death or disability) or resignation for good reason upon or within 24 months following a change in control of the Company, such participant will generally be entitled to: (1) a lump sum cash payment equal to 2.0 multiplied by the sum of the participant’s base salary and target annual bonus; (2) a pro-rata target annual bonus for the year of termination; and (3) 24 months of company-paid COBRA premiums. Severance payments and benefits are subject to the participant’s execution of a general release of claims and continued compliance with certain restrictive covenants, including confidentiality, non-solicitation, non-competition and non-disparagement covenants.

The description of the foregoing is qualified in its entirety by reference to the complete terms and conditions of the Severance Plan, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the IPO, the Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated its Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on June 9, 2026, and the Amended and Restated Bylaws became effective upon the Amended and Restated Certificate of Incorporation becoming effective. A description of the material terms of each can be found in the section of the Registration Statement entitled “Description of Capital Stock,” and is incorporated herein by reference. The descriptions of the foregoing are qualified in their entirety by reference to the complete terms and conditions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 8.01 Other Events.

On June 11, 2026, the Company completed the IPO of 27,906,977 shares of Class A Common Stock for cash consideration of $21.50 per share. As contemplated in the Prospectus, the Company has used approximately $369.3 million of the proceeds (net of underwriting discounts and commissions) from the IPO to purchase 18,604,652 Class A Units from ER Holdings, which ER Holdings has in turn used to repay approximately $30.0 million of the outstanding indebtedness under its 2025 Term Loan and a $3.0 million prepayment fee, with the remainder to be used by ER Holdings for general corporate purposes; approximately $156.9 million to purchase Class B Units from certain of the pre-IPO holders of units in ER Holdings; and approximately $27.8 million to fund a cash payment to Energy Impact Fund (FT-B) LP in connection with its blocker merger.

On June 11, 2026, after the completion of the IPO, ER Holdings satisfied the conditions precedent to the Effective Date under and as defined in the Credit Agreement, dated as of June 4, 2026, by and among ER Holdings, as borrower, certain subsidiaries of ER Holdings, as co-borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the lenders from time to time party thereto (the “Credit Agreement”). Accordingly, certain rights and covenants of ER Holdings and its subsidiaries set forth in the Credit Agreement are now effective. The description of the Credit Agreement is intended to provide a general description only, is subject to the detailed terms and conditions of and is qualified in its entirety by reference to the full text of Credit Agreement, which was previously filed as Exhibit 10.18 to the Registration Statement, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of ERock, Inc.
3.2		Amended and Restated Bylaws of ERock, Inc.
4.1		Registration Rights Agreement, dated as of June 11, 2026, by and among the Company and each of the other persons from time to time party thereto.
10.1		Sixth Amended and Restated Limited Liability Company Agreement of Enchanted Rock Holdings, LLC, dated as of June 9, 2026, by and among the Company and each of the other persons from time to time party thereto.
10.2		Tax Receivable Agreement, dated as of June 11, 2026, by and among the Company and each of the other persons from time to time party thereto.
10.3		ERock, Inc. 2026 Equity Incentive Plan.
10.4		ERock, Inc. Executive Severance Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

				ERock, Inc.
Date: June 12, 2026				By:		/s/ John Carrington
				Name: John Carrington
				Title: Chief Executive Officer

Filing Exhibits & Attachments

10 documents

Agreements & Contracts

• EX-10.1 EX-10.1 414.4 KB
• EX-10.2 EX-10.2 209.0 KB
• EX-10.3 EX-10.3 102.5 KB
• EX-10.4 EX-10.4 88.5 KB

Other Documents

• EX-3.1 EX-3.1 52.5 KB
• EX-3.2 EX-3.2 122.4 KB
• EX-4.1 EX-4.1 138.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.8 KB