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Energy Impact Partners’ ERock (EROC) Schedule 13D shows 78% control stake

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

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.

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Insights

Schedule 13D confirms ERock’s post-IPO control by Energy Impact Partners-affiliated vehicles.

The disclosure shows Energy Impact Partners LLC and its affiliated funds, plus Hans Kobler, collectively beneficially own 102,813,846 shares on an as-converted basis, or 78.1% of ERock’s Class A common stock. This includes large blocks of Class B Units that can convert into Class A shares.

Control is exercised through layered entities (FT-B, Flagship, EIF ER Holdings, FT-D) with voting and investment decisions made by a seven-member investment committee at Energy Impact Partners. Members, including Kobler, Lindsay Luger and Sameer Reddy, disclaim beneficial ownership beyond their pecuniary interests, but the structure still concentrates effective voting power.

The statement also highlights prior convertible note investments totaling $35.3 million and IPO-related transactions, including a $27.8 million cash payment to FT-B and $119.9 million used to repurchase 6,041,206 Class B Units. A 180-day lock-up and registration rights could shape future liquidity once restrictions expire, while any changes in conversion or sale decisions would appear in subsequent disclosures.

Beneficial ownership 102,813,846 shares Shares beneficially owned by all reporting persons; 78.1% of Class A
Percent of class 78.1% Percent of ERock Class A common stock represented by 102,813,846 shares
Shares outstanding 48,174,023 shares Class A shares outstanding as of June 11, 2026, after offering
FT-B Class A stake 19,350,897 shares Class A common stock held by Energy Impact Fund (FT-B)
Flagship as-converted stake 83,462,949 shares Shares beneficially owned by Flagship/EIF ER Holdings/FT-D on as-converted basis
Convertible note investments $35.3 million $10.0M December 2024 note, $10.0M additional 2024 notes, $15.3M 2025 notes
Cash to FT-B $27.8 million Cash consideration to FT-B from IPO net proceeds in blocker mergers
Repurchase of Class B Units $119.9 million / 6,041,206 units IPO net proceeds used by ERock to buy Class B Units from Flagship
Class B Units financial
"The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock"
Class M Units financial
"Vested Class M Units are convertible, at the holder's option, into a number of Class B Units"
Registration Rights Agreement regulatory
"The Reporting Persons and certain of the Issuer's other investors entered into the Registration Rights Agreement, dated June 11, 2026"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
lock-up agreements financial
"Flagship, FT-B and Mr. Kobler entered into lock-up agreements, substantially in the form attached as Exhibit A"
A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.
Blocker Mergers financial
"EIF ER Blocker LLC merged with and into the Issuer pursuant to the Blocker Mergers"
Schedule 13D regulatory
"This Statement is being filed by EIP Flagship Fund I ER Holdings LLC and others on Schedule 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
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296013105

(CUSIP Number)
Joshua J. Feldman
c/o Energy Impact Partners LLC, 600 Third Avenue, 38th Floor
New York, NY, 10016
212-899-9700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/11/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 19,350,897 shares of Class A common stock (as defined in Item 1(a)) held by FT-B (as defined in Item 2(a)), (ii) 83,355,210 shares of Class B common stock (the "Class B common stock") and 83,355,210 corresponding Class B Units of Enchanted Rock Holdings, LLC ("ER Holdings") held by Flagship (as defined in Item 2(a)) and (iii) 107,739 shares of Class A common stock underlying 111,545 Class M Units of ER Holdings, all of which are vested. The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock of the Issuer (as defined in Item 1(b)). Upon exchange of a Class B Unit, an equivalent number of shares of Class B common stock will be automatically cancelled. 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. Each of EIF ER Holdings (as defined in Item 2(a)), as the sole owner of Flagship), FT-D (as defined in Item 2(a)), as owner of EIF ER Holdings) and EIP LLC (as defined in Item 2(a)), as the managing member of EIF ER Holdings and the general partner of FT-D) and Hans Kobler (as managing member of EIP LLC) may be deemed to have voting and dispositive power over the shares held by Flagship. Each of FT-B, EIP LLC (as the general partner of FT-B) and Mr. Kobler, a member of the Issuer's Board and the managing member of EIP LLC, may also be deemed to be the beneficial owners having shared voting power and shared investment power of the securities held by FT-B. Voting and investment decisions with respect to the securities described in this footnote are made by the investment committee of Energy Impact Partners LLC, which comprises seven individuals, including Mr. Kobler, Lindsay Luger ("Ms. Luger") and Sameer Reddy ("Mr. Reddy"), each of whom is a member of the Issuer's Board. Each member of this investment committee disclaims beneficial ownership of all securities described by this footnote except to the extent of his or her pecuniary interest therein. Based on 48,174,023 shares of Class A common stock outstanding as of June 11, 2026, following the closing of the Issuer's initial public offering of its Class A common stock (the "Offering"), as reported by the Issuer in its prospectus filed with the United States Securities and Exchange Commission (the "Commission") on June 10, 2026 (the "Prospectus"), assuming no exercise of the underwriters' option to purchase 4,186,046 additional shares of Class A common stock (the "Underwriters' Option").


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 19,350,897 shares of Class A common stock held by FT-B. Each of EIP LLC (as the general partner of FT-B) and Mr. Kobler, a member of the Issuer's Board and the managing member of EIP LLC, may also be deemed to be the beneficial owners having shared voting power and shared investment power of the securities held by FT-B. Voting and investment decisions with respect to the securities described in this footnote are made by the investment committee of Energy Impact Partners LLC, which comprises seven individuals, including Mr. Kobler, Ms. Luger and Mr. Reddy, each of whom is a member of the Issuer's Board. Each member of this investment committee disclaims beneficial ownership of all securities described by this footnote except to the extent of his or her pecuniary interest therein. Based on 48,174,023 shares of Class A common stock outstanding as of June 11, 2026, following the closing of the Offering, as reported by the Issuer in the Prospectus, assuming no exercise of the Underwriters' Option.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 83,355,210 shares of Class B common stock and 83,355,210 corresponding Class B Units held by Flagship and (ii) 107,739 shares of Class A common stock underlying 111,545 Class M Units, all of which are vested. The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock of the Issuer. Upon exchange of a Class B Unit, an equivalent number of shares of Class B common stock will be automatically cancelled. 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. Each of EIF ER Holdings (as the sole owner of Flagship), FT-D (as owner of EIF ER Holdings) and EIP LLC (as the managing member of EIF ER Holdings and the general partner of FT-D) and Mr. Kobler, a member of the Issuer's Board and the managing member of EIP LLC, may be deemed to have voting and dispositive power over the shares held by Flagship. Voting and investment decisions with respect to the securities described in this footnote are made by the investment committee of Energy Impact Partners LLC, which comprises seven individuals, including Mr. Kobler, Ms. Luger and Mr. Reddy, each of whom is a member of the Issuer's Board. Each member of this investment committee disclaims beneficial ownership of all securities described by this footnote except to the extent of his or her pecuniary interest therein. Based on 48,174,023 shares of Class A common stock outstanding as of June 11, 2026, following the closing of the Offering, as reported by the Issuer in the Prospectus, assuming no exercise of the Underwriters' Option.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 83,355,210 shares of Class B common stock and 83,355,210 corresponding Class B Units held by Flagship and (ii) 107,739 shares of Class A common stock underlying 111,545 Class M Units, all of which are vested. The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock of the Issuer. Upon exchange of a Class B Unit, an equivalent number of shares of Class B common stock will be automatically cancelled. 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. Each of EIF ER Holdings (as the sole owner of Flagship), FT-D (as owner of EIF ER Holdings) and EIP LLC (as the managing member of EIF ER Holdings and the general partner of FT-D) and Mr Kobler, a member of the Issuer's Board and the managing member of EIP LLC, may be deemed to have voting and dispositive power over the shares held by Flagship. Voting and investment decisions with respect to the securities described in this footnote are made by the investment committee of Energy Impact Partners LLC, which comprises seven individuals, including Mr. Kobler, Ms. Luger and Mr. Reddy, each of whom is a member of the Issuer's Board. Each member of this investment committee disclaims beneficial ownership of all securities described by this footnote except to the extent of his or her pecuniary interest therein. Based on 48,174,023 shares of Class A common stock outstanding as of June 11, 2026, following the closing of the Offering, as reported by the Issuer in the Prospectus, assuming no exercise of the Underwriters' Option.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 83,355,210 shares of Class B common stock and 83,355,210 corresponding Class B Units held by Flagship and (ii) 107,739 shares of Class A common stock underlying 111,545 Class M Units, all of which are vested. The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock of the Issuer. Upon exchange of a Class B Unit, an equivalent number of shares of Class B common stock will be automatically cancelled. 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. Each of EIF ER Holdings (as the sole owner of Flagship), FT-D (as owner of EIF ER Holdings) and EIP LLC (as the managing member of EIF ER Holdings and the general partner of FT-D) and Mr. Kobler, a member of the Issuer's Board and the managing member of EIP LLC, may be deemed to have voting and dispositive power over the shares held by Flagship. Voting and investment decisions with respect to the securities described in this footnote are made by the investment committee of Energy Impact Partners LLC, which comprises seven individuals, including Mr. Kobler, Ms. Luger and Mr. Reddy, each of whom is a member of the Issuer's Board. Each member of this investment committee disclaims beneficial ownership of all securities described by this footnote except to the extent of his or her pecuniary interest therein. Based on 48,174,023 shares of Class A common stock outstanding as of June 11, 2026, following the closing of the Offering, as reported by the Issuer in the Prospectus, assuming no exercise of the Underwriters' Option.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 19,350,897 shares of Class A common stock (as defined in Item 1(a)) held by FT-B (as defined in Item 2(a)), (ii) 83,355,210 shares of Class B common stock and 83,355,210 corresponding Class B Units held by Flagship (as defined in Item 2(a)) and (iii) 107,739 shares of Class A common stock underlying 111,545 Class M Units, all of which are vested. The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock of the Issuer (as defined in Item 1(b)). Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be automatically cancelled. 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. Each of EIF ER Holdings (as the sole owner of Flagship), FT-D (as owner of EIF ER Holdings), EIP LLC (as the managing member of EIF ER Holdings and the general partner of FT-D) and Mr. Kobler, a member of the Issuer's Board and the managing member of EIP LLC, may be deemed to have voting and dispositive power over the shares held by Flagship. Each of FT-B, EIP LLC (as the general partner of FT-B) and Mr. Kobler, a member of the Issuer's Board and the managing member of EIP LLC, may also be deemed to be the beneficial owners having shared voting power and shared investment power of the securities held by FT-B. Voting and investment decisions with respect to the securities described in this footnote are made by the investment committee of Energy Impact Partners LLC, which comprises seven individuals, including Mr. Kobler, Ms. Luger and Mr. Reddy, each of whom is a member of the Issuer's Board. Each member of this investment committee disclaims beneficial ownership of all securities described by this footnote except to the extent of his or her pecuniary interest therein. Based on 48,174,023 shares of Class A common stock outstanding as of June 11, 2026, following the closing of the Offering, as reported by the Issuer in the Prospectus, assuming no exercise of the Underwriters' Option.


SCHEDULE 13D


Energy Impact Partners LLC
Signature:/s/ Joshua J. Feldman
Name/Title:Joshua J. Feldman, Authorized Signatory
Date:06/18/2026
Energy Impact Fund (FT-B) LP
Signature:/s/ Joshua J. Feldman
Name/Title:Joshua J. Feldman, Authorized Signatory
Date:06/17/2026
EIP Flagship Fund I ER Holdings LLC
Signature:/s/ Joshua J. Feldman
Name/Title:Joshua J. Feldman, Authorized Signatory
Date:06/18/2026
EIF ER Holdings LLC
Signature:/s/ Joshua J. Feldman
Name/Title:Joshua J. Feldman, Authorized Signatory
Date:06/18/2026
Energy Impact Fund (FT-D) LP
Signature:/s/ Joshua J. Feldman
Name/Title:Joshua J. Feldman, Authorized Signatory
Date:06/18/2026
Hans Kobler
Signature:/s/ Joshua J. Feldman
Name/Title:Joshua J. Feldman, as attorney in fact for Hans Kobler
Date:06/18/2026

FAQ

How much of ERock (EROC) does Energy Impact Partners beneficially own?

Energy Impact Partners LLC and affiliated 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, based on 48,174,023 Class A shares outstanding as of June 11, 2026.

What are the main shareholdings disclosed in ERock (EROC) Schedule 13D?

The Schedule 13D shows FT-B holding 19,350,897 Class A shares and Flagship-related entities holding 83,355,210 Class B shares and Class B Units plus 107,739 Class A shares underlying vested Class M Units, all contributing to the reported 78.1% beneficial ownership.

How did Energy Impact Partners build its position in ERock (EROC)?

Energy Impact Partners-affiliated entities invested through Enchanted Rock Holdings, LLC, purchasing a $10.0 million December 2024 Convertible Note, $10.0 million in additional 2024 notes, and $15.3 million in 2025 convertible notes, later converted or redeemed before ERock’s June 2026 offering.

What cash transactions involving ERock (EROC) are described in the Schedule 13D?

In connection with the June 2026 offering and blocker mergers, FT-B received approximately $27.8 million in cash, while ERock used about $119.9 million of net offering proceeds to purchase 6,041,206 Class B Units from Flagship, cancelling an equal number of Class B shares.

What registration rights do ERock (EROC) investors receive under this disclosure?

The statement notes a Registration Rights Agreement dated June 11, 2026, giving participating stockholders rights to demand that ERock file a registration statement or to include their shares in registration statements ERock otherwise files, enhancing potential future liquidity for those holders.

Are ERock (EROC) shares held by Flagship and FT-B subject to lock-up restrictions?

Yes. In connection with the offering, Flagship, FT-B and Hans Kobler entered lock-up agreements, generally prohibiting sales, transfers or other dispositions of their ERock securities for 180 days following the underwriting agreement date, subject to specified exceptions.