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  4. [Form 3] ERock, Inc. Initial Statement of Beneficial Ownership

ERock 10% owner reports 16,633,122 indirect shares

A ten percent owner of ERock, Inc. discloses substantial Class B holdings and exchangeable units tied one-for-one to Class A common stock.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

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.

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Insider McAndrew Walter Thomas Jr.
Role 10% Owner
Type Security Shares Price Value
holding Class B Units F3 -- -- --
holding Class B Units F3, F2 -- -- --
holding Class B common stock, par value $0.01 F1 -- -- --
holding Class B common stock, par value $0.01 F1, F2 -- -- --
Holdings After Transaction: Class B Units — 6,368,562 contracts (Direct); Class B Units — 16,633,122 contracts (Indirect, By McAndrew Holdings, Ltd.); Class B common stock, par value $0.01 — 6,368,562 shares (Direct); Class B common stock, par value $0.01 — 16,633,122 shares (Indirect, By McAndrew Holdings, Ltd.)
Footnotes (3)
  1. F1. Shares of the Class B common stock, par value $0.01 per share (such shares, "Class B Shares"), of ERock, Inc. (the "Issuer") have no economic value and entitle the holder to one vote per Class B Share held. One Class B Share was issued for each Class B membership interest (each, a "Class B Unit") of Enchanted Rock Holdings, LLC ("ER Holdings") held.
  2. F2. These securities are owned directly by McAndrew Holdings, Ltd. ("Holdings"). Walter Thomas McAndrew, Jr. ("Mr. McAndrew") may be deemed to share voting and investment power over the securities held by Holdings in his capacity as a manager of McAndrew Holdings, LLC, the general partner of Holdings. Mr. McAndrew disclaims beneficial ownership of the securities held by Holdings except to the extent of his pecuniary interest therein.
  3. F3. The Class B Units of ER Holdings are exchangeable, at the holder's option, on a one-for-one basis into shares of the Issuer's Class A common stock, par value $0.01 per share (such shares, "Class A Shares"). Upon the exchange of Class B Units into Class A Shares, an equivalent number of Class B Shares will be automatically cancelled.
Direct Class B common stock held 6,368,562 shares Shares of Class B common stock held directly following the reported holdings as of June 9, 2026
Indirect Class B common stock held 16,633,122 shares Shares of Class B common stock held indirectly through McAndrew Holdings, Ltd. as of June 9, 2026
Direct Class B Units underlying Class A shares 6,368,562 underlying shares Class B Units directly held, exchangeable one-for-one into Class A common stock
Indirect Class B Units underlying Class A shares 16,633,122 underlying shares Class B Units indirectly held through McAndrew Holdings, Ltd., exchangeable one-for-one into Class A common stock
Class B Units financial
"One Class B Share was issued for each Class B membership interest (each, a "Class B Unit")"
Class B Shares financial
"such shares, "Class B Shares", of ERock, Inc. have no economic value and entitle the holder"
Class B shares are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.
pecuniary interest financial
"Mr. McAndrew disclaims beneficial ownership of the securities held by Holdings except to the extent of his pecuniary interest therein"
exchangeable financial
"The Class B Units of ER Holdings are exchangeable, at the holder's option, on a one-for-one basis"

FAQ

What insider position does the Form 3 show for EROC's Walter Thomas McAndrew Jr.?
The Form 3 shows that Walter Thomas McAndrew, Jr. is a ten percent owner of ERock, Inc., reporting significant direct and indirect holdings of Class B common stock and related Class B Units linked to Class A common stock.

How many ERock (EROC) Class B shares does McAndrew hold directly and indirectly?
He holds 6,368,562 Class B common shares directly and 16,633,122 Class B common shares indirectly through McAndrew Holdings, Ltd., according to the ownership detail in the Form 3 filing.

What economic and voting rights do ERock (EROC) Class B shares provide?
The filing states that Class B common shares have no economic value but provide the holder with one vote per Class B share. One Class B share was issued for each Class B Unit of Enchanted Rock Holdings, LLC held.

What is the nature of McAndrew’s indirect ownership in EROC?
The Form 3 states that securities are owned indirectly by McAndrew Holdings, Ltd.. McAndrew may be deemed to share voting and investment power as a manager of its general partner, while he disclaims beneficial ownership except to the extent of his pecuniary interest.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
McAndrew Walter Thomas Jr.
(Last)(First)(Middle)
C/O EROCK, INC.
1113 VINE ST., SUITE 101
(Street)
HOUSTON TEXAS 77002
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2026		3. Issuer Name and Ticker or Trading Symbol
ERock, Inc. [ EROC ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock, par value $0.01(1)6,368,562D
Class B common stock, par value $0.01(1)16,633,122IBy McAndrew Holdings, Ltd.(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Units (3) (3)Class A common stock, par value $0.016,368,562(3)D
Class B Units (3) (3)Class A common stock, par value $0.0116,633,122(3)IBy McAndrew Holdings, Ltd.(2)
Explanation of Responses:
1. Shares of the Class B common stock, par value $0.01 per share (such shares, "Class B Shares"), of ERock, Inc. (the "Issuer") have no economic value and entitle the holder to one vote per Class B Share held. One Class B Share was issued for each Class B membership interest (each, a "Class B Unit") of Enchanted Rock Holdings, LLC ("ER Holdings") held.
2. These securities are owned directly by McAndrew Holdings, Ltd. ("Holdings"). Walter Thomas McAndrew, Jr. ("Mr. McAndrew") may be deemed to share voting and investment power over the securities held by Holdings in his capacity as a manager of McAndrew Holdings, LLC, the general partner of Holdings. Mr. McAndrew disclaims beneficial ownership of the securities held by Holdings except to the extent of his pecuniary interest therein.
3. The Class B Units of ER Holdings are exchangeable, at the holder's option, on a one-for-one basis into shares of the Issuer's Class A common stock, par value $0.01 per share (such shares, "Class A Shares"). Upon the exchange of Class B Units into Class A Shares, an equivalent number of Class B Shares will be automatically cancelled.
/s/ Walter Thomas McAndrew, Jr.09/04/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR