ERock (EROC) General Counsel reports Class M Unit holdings and vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ERock, Inc. insider Zapffe Davis, the company’s General Counsel and Secretary, reported initial holdings of derivative “Class M Units” linked to Class A common stock. These units are profits interests in ER Holdings that can convert into Class B Units and then into Class A shares or cash at the issuer’s election.

One grant relates to 630,574 underlying Class A shares at an exercise price reference of $1.61, with 321,782 Class M Units already vested and the rest vesting in 26 equal monthly installments from June 28, 2026 through July 28, 2028, subject to continued service. A second grant relates to 1,160,714 underlying Class A shares at $0.95, with 105,089 units vested and the remainder vesting in 30 equal monthly installments from June 26, 2026 through November 26, 2028, also conditioned on ongoing service. The Class M Units have no expiration date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zapffe Davis

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
holding	Class M Units	--	--	--
holding	Class M Units	--	--	--

Holdings After Transaction: Class M Units — 1,160,714 shares (Direct, null)

Footnotes (1)

Reflect Class M Units ("Class M Units") of ER Holdings, which are "profits interests" for U.S. federal income tax purposes. Vested Class M Units are convertible, at the holder's option, into a number of Class B Units generally equal to the product of (a) the number of vested Class M Units to be converted, and (b) a fraction, the numerator of which is the amount that would be distributed in respect of the vested Class M Unit (taking into account the applicable threshold amount), and the denominator of which is the amount that would be distributed in respect of a Class B Unit, in each case if, immediately before the exchange, ER Holdings were to sell all of its assets for their fair market values, pay any liabilities, and distribute the proceeds available for distribution, subject to certain adjustments. Class M Units have no expiration date. Class B Units are exchangeable, at the holder's option, on a one-for-one basis for shares of Class A Common Stock of the Issuer or cash (at the Issuer's election). 321,782 of these Class M Units have vested, and the remaining Class M Units vest in 26 equal monthly installments commencing June 28, 2026 and ending July 28, 2028, subject to the Reporting Person's continuous service to the Issuer. 105,089 of these Class M Units have vested, and the remaining Class M Units vest in 30 equal monthly installments commencing June 26, 2026 and ending November 26, 2028, subject to the Reporting Person's continuous service to the Issuer.

Key Figures

Underlying shares (grant 1): 630,574 shares Underlying shares (grant 2): 1,160,714 shares Exercise price reference (grant 1): $1.61 per share +3 more

6 metrics

Underlying shares (grant 1) 630,574 shares Underlying Class A Common Stock linked to first Class M Unit grant

Underlying shares (grant 2) 1,160,714 shares Underlying Class A Common Stock linked to second Class M Unit grant

Exercise price reference (grant 1) $1.61 per share Conversion or exercise price associated with first Class M Units

Exercise price reference (grant 2) $0.95 per share Conversion or exercise price associated with second Class M Units

Vested units (grant 1) 321,782 units Portion of first Class M Unit grant already vested

Vested units (grant 2) 105,089 units Portion of second Class M Unit grant already vested

Key Terms

Class M Units, profits interests, Class B Units, Class A Common Stock, +1 more

5 terms

Class M Units financial

"Reflect Class M Units ("Class M Units") of ER Holdings, which are "profits interests" for U.S. federal income tax purposes."

profits interests financial

"Class M Units of ER Holdings, which are "profits interests" for U.S. federal income tax purposes."

Class B Units financial

"Vested Class M Units are convertible, at the holder's option, into a number of Class B Units generally equal to the product of (a) the number of vested Class M Units to be converted..."

Class A Common Stock financial

"Class B Units are exchangeable, at the holder's option, on a one-for-one basis for shares of Class A Common Stock of the Issuer or cash."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vested financial

"321,782 of these Class M Units have vested, and the remaining Class M Units vest in 26 equal monthly installments..."

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06/09/2026 - 09:35 PM

SEC Form 3

FORM 3

UNITED 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^*

Zapffe Davis

(Last)

(First)

(Middle)

C/O EROCK, INC.

1113 VINE STREET, 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class M Units	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Class A Common Stock	1,160,714	$0.95⁽¹⁾⁽²⁾⁽³⁾	D
Class M Units	⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Class A Common Stock	630,574	$1.61⁽¹⁾⁽²⁾⁽⁴⁾	D

Explanation of Responses:

1. Reflect Class M Units ("Class M Units") of ER Holdings, which are "profits interests" for U.S. federal income tax purposes. Vested Class M Units are convertible, at the holder's option, into a number of Class B Units generally equal to the product of (a) the number of vested Class M Units to be converted, and (b) a fraction, the numerator of which is the amount that would be distributed in respect of the vested Class M Unit (taking into account the applicable threshold amount), and the denominator of which is the amount that would be distributed in respect of a Class B Unit, in each case if, immediately before the exchange, ER Holdings were to sell all of its assets for their fair market values, pay any liabilities, and distribute the proceeds available for distribution, subject to certain adjustments. Class M Units have no expiration date.

2. Class B Units are exchangeable, at the holder's option, on a one-for-one basis for shares of Class A Common Stock of the Issuer or cash (at the Issuer's election).

3. 321,782 of these Class M Units have vested, and the remaining Class M Units vest in 26 equal monthly installments commencing June 28, 2026 and ending July 28, 2028, subject to the Reporting Person's continuous service to the Issuer.

4. 105,089 of these Class M Units have vested, and the remaining Class M Units vest in 30 equal monthly installments commencing June 26, 2026 and ending November 26, 2028, subject to the Reporting Person's continuous service to the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Davis Zapffe	06/09/2026
	** Signature of Reporting Person	Date
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

FAQ

What does ERock, Inc. (EROC) insider Zapffe Davis report on this Form 3?

Zapffe Davis reports initial ownership of Class M Units that are profits interests tied to ERock’s structure. These units can ultimately convert into Class A common stock or cash, giving equity-linked exposure conditioned on vesting and continued service.

How many ERock (EROC) Class M Units held by Zapffe Davis are currently vested?

The filing states that 321,782 Class M Units from one grant and 105,089 Class M Units from another grant have vested. Remaining units from each grant vest in equal monthly installments over multi‑year schedules, contingent on continued service to the issuer.

What equity can Zapffe Davis ultimately receive from ERock (EROC) Class M Units?

Each vested Class M Unit can convert into Class B Units based on distribution formulas, and Class B Units are exchangeable one‑for‑one into Class A common stock or cash. This structure links Davis’s potential upside directly to ERock’s underlying equity value.

What are the vesting schedules for Zapffe Davis’s ERock (EROC) Class M Units?

For one grant, remaining units vest in 26 equal monthly installments from June 28, 2026 to July 28, 2028. For the other, remaining units vest in 30 equal monthly installments from June 26, 2026 to November 26, 2028, subject to continuous service.

Do ERock (EROC) Class M Units reported by Zapffe Davis have an expiration date?

The filing specifies that the Class M Units have no expiration date. They remain outstanding subject to their vesting terms, conversion mechanics into Class B Units, and the potential subsequent exchange into Class A common stock or cash.

How are ERock (EROC) Class M Units structured for U.S. federal income tax purposes?

The Class M Units are described as “profits interests” for U.S. federal income tax purposes. This means they are designed to participate primarily in future appreciation and distributions, rather than representing a straightforward capital interest from inception.