ERock, Inc. (EROC) investors disclose 31.9% beneficial stake via exchangeable units

Rhea-AI Filing Summary

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.

Key Figures

Beneficial ownership – W.T. McAndrew: 22,587,118 shares Ownership percentage – W.T. McAndrew: 31.9% Beneficial ownership – McAndrew Holdings entities: 6,275,539 shares +3 more

6 metrics

Beneficial ownership – W.T. McAndrew 22,587,118 shares Class A shares beneficially owned, including shares acquirable within 60 days

Ownership percentage – W.T. McAndrew 31.9% Percentage of ERock Class A common stock beneficially owned

Beneficial ownership – McAndrew Holdings entities 6,275,539 shares Class A shares beneficially owned by McAndrew Holdings, General Partner, and J.W. McAndrew

Ownership percentage – McAndrew Holdings entities 11.5% Percentage of ERock Class A common stock for each of McAndrew Holdings, General Partner, and J.W. McAndrew

Class A shares outstanding 48,174,023 shares Class A common stock outstanding as of August 7, 2026

Exchangeable Class B Units (aggregate) 22,536,568 units Class B Units held by W.T. McAndrew and McAndrew Holdings, exchangeable one-for-one into Class A shares within 60 days

Key Terms

beneficial ownership, dispositive power, Class B Units, pecuniary interest, +1 more

5 terms

beneficial ownership financial

"W.T. McAndrew's percentage of beneficial ownership was calculated in accordance with the U.S."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"Sole Dispositive Power 16,311,579.00 8 | Shared Dispositive Power 6,275,539.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Class B Units financial

"Class B membership interests of Enchanted Rock Holdings, LLC ("ER Holdings"; such interests, "Class B Units")"

pecuniary interest financial

"except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported"

exchangeable financial

"The Class B Units of ER Holdings are exchangeable, at the holder's option, on a one-for-one basis"

FAQ

What percentage of ERock, Inc. (EROC) does Walter Thomas McAndrew Jr. beneficially own?

Walter Thomas McAndrew Jr. beneficially owns 22,587,118 Class A shares of ERock, Inc., representing 31.9% of the Class A common stock, including shares acquirable within 60 days through exchange of Class B Units.

How many ERock, Inc. (EROC) shares are outstanding for this Schedule 13G calculation?

The beneficial ownership percentages are based on 48,174,023 Class A shares of ERock, Inc. outstanding as of August 7, 2026, plus the relevant Class A shares acquirable within 60 days through exchange of Class B Units.

What stake do McAndrew Holdings entities report in ERock, Inc. (EROC)?

McAndrew Holdings, Ltd., McAndrew Holdings, LLC (the General Partner), and Jay Willis McAndrew each report beneficial ownership of 6,275,539 Class A shares, representing 11.5% of ERock’s Class A common stock, via exchangeable Class B Units and related Class B shares.

How are ERock, Inc. (EROC) Class B Units treated in this Schedule 13G?

Each Class B Unit of Enchanted Rock Holdings, LLC is exchangeable one-for-one into an ERock Class A share. Upon exchange, an equivalent number of related Class B shares are automatically cancelled, and these acquirable Class A shares are included in beneficial ownership.

Do the reporting persons on this ERock, Inc. (EROC) Schedule 13G admit acting as a group?

The reporting persons expressly state that filing jointly shall not be construed as an admission that they constitute a group under Section 13(d)(3) or that any is the beneficial owner of securities beyond those reported for that person.

What is the aggregate number of ERock, Inc. (EROC) Class A shares acquirable via Class B Units?

An aggregate of 22,536,568 Class B Units held by Walter Thomas McAndrew Jr. and McAndrew Holdings are exchangeable within 60 days into the same number of ERock Class A shares, with corresponding Class B shares cancelled upon exchange.

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Available on EDGAR 08/14/2026 - 06:17 PM Accepted by SEC EDGAR 08/14/2026 - 06:16 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ERock, Inc.

(Name of Issuer)

Class A common stock, $0.01 par value per share

(Title of Class of Securities)

296013105

(CUSIP Number)

06/11/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 296013105

1

Names of Reporting Persons

McAndrew Walter Thomas Jr.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 16,311,579.00
6	Shared Voting Power 6,275,539.00
7	Sole Dispositive Power 16,311,579.00
8	Shared Dispositive Power 6,275,539.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

22,587,118.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

31.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The 16,311,579 shares of Class A common stock, par value $0.01 per share (such shares, "Class A Shares"), of ERock, Inc. (the "Issuer") that are subject to the sole voting and dispositive power of Walter Thomas McAndrew, Jr. ("W.T. McAndrew") are attributable to the (i) 50,550 Class A Shares owned directly by W.T. McAndrew, and (ii) 16,261,029 shares of the Issuer's Class B common stock, par value $0.01 per share (such shares, "Class B Shares"), and 16,261,029 corresponding Class B membership interests of Enchanted Rock Holdings, LLC ("ER Holdings"; such interests, "Class B Units") held directly by him. The 6,275,539 Class A Shares that are subject to W.T. McAndrew's shared voting and dispositive power are attributable to the 6,275,539 Class B Shares and 6,275,539 corresponding Class B Units held by McAndrew Holdings, Ltd. ("McAndrew Holdings"), with respect to which W.T. McAndrew may be deemed to share voting and investment power in his capacity as a manager of McAndrew Holdings, LLC, the general partner of McAndrew Holdings. The Class B Units of ER Holdings are exchangeable, at the holder's option, on a one-for-one basis into Class A Shares of the Issuer. Upon the exchange of Class B Units into Class A Shares, an equivalent number of Class B Shares will be automatically cancelled. Accordingly, the aggregate of 22,536,568 Class B Units held by W.T. McAndrew and McAndrew Holdings are exchangeable into 22,536,568 Class A Shares within 60 days of the filing date of this Schedule 13G (the "Filing Date"). W.T. McAndrew's percentage of beneficial ownership was calculated in accordance with the U.S. Securities and Exchange Commission (the "SEC") rules for calculating percentages of beneficial ownership, based on the Issuer having 48,174,023 Class A Shares outstanding as of August 7, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026 (the "Quarterly Report"), and includes the 22,536,568 Class A Shares that W.T. McAndrew has the right to acquire, directly and indirectly through McAndrew Holdings, within 60 days of the Filing Date upon the exchange of the Class B Units and the cancellation of the corresponding Class B Shares held by W.T. McAndrew and McAndrew Holdings.

SCHEDULE 13G

CUSIP Number(s): 296013105

1

Names of Reporting Persons

McAndrew Holdings, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,275,539.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,275,539.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,275,539.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.5 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The 6,275,539 Class A Shares that are beneficially owned by McAndrew Holdings are attributable to the 6,275,539 Class B Shares of the Issuer and 6,275,539 corresponding Class B Units of ER Holdings held by McAndrew Holdings. The Class B Units are exchangeable, at the option of McAndrew Holdings, into 6,275,539 Class A Shares within 60 days of the Filing Date. Upon such exchange, the 6,275,539 Class B Shares owned by McAndrew Holdings would be canceled. The percentage of beneficial ownership reported for McAndrew Holdings was calculated in accordance with the SEC rules for calculating percentages of beneficial ownership, based on the Issuer having 48,174,023 Class A Shares outstanding as of August 7, 2026, as reported by the Issuer in the Quarterly Report, and includes the 6,275,539 Class A Shares that McAndrew Holdings has the right to acquire within 60 days of the Filing Date upon the exchange of its Class B Units and the cancellation of its Class B Shares.

SCHEDULE 13G

CUSIP Number(s): 296013105

1

Names of Reporting Persons

McAndrew Holdings, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,275,539.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,275,539.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,275,539.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.5 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The 6,275,539 Class A Shares that are that are beneficially owned by McAndrew Holdings, LLC (the "General Partner") are attributable to the 6,275,539 Class B Shares of the Issuer and 6,275,539 corresponding Class B Units of ER Holdings held by McAndrew Holdings, with respect to which the General Partner may be deemed to share voting and investment power in its capacity as the general partner of McAndrew Holdings. The Class B Units are exchangeable, at the option of McAndrew Holdings, into 6,275,539 Class A Shares within 60 days of the Filing Date. Upon such exchange, the 6,275,539 Class B Shares owned by McAndrew Holdings would be canceled. The General Partner's percentage of beneficial ownership was calculated in accordance with the SEC rules for calculating percentages of beneficial ownership, based on the Issuer having 48,174,023 Class A Shares outstanding as of August 7, 2026, as reported by the Issuer in the Quarterly Report, and includes the 6,275,539 Class A Shares that McAndrew Holdings has the right to acquire within 60 days of the Filing Date upon the exchange of its Class B Units and the cancellation of its Class B Shares.

SCHEDULE 13G

CUSIP Number(s): 296013105

1

Names of Reporting Persons

Jay Willis McAndrew

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,275,539.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,275,539.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,275,539.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.5 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The 6,275,539 Class A Shares that are beneficially owned by Jay Willis McAndrew ("J.W. McAndrew") are attributable to the 6,275,539 Class B Shares of the Issuer and 6,275,539 corresponding Class B Units of ER Holdings owned by McAndrew Holdings, with respect to which J.W. McAndrew may be deemed to share voting and investment power in her capacity as a manager of the General Partner of McAndrew Holdings. The Class B Units are exchangeable, at the option of McAndrew Holdings, into 6,275,539 Class A Shares within 60 days of the Filing Date. Upon such exchange, the 6,275,539 Class B Shares owned by McAndrew Holdings would be canceled. J.W. McAndrew's percentage of beneficial ownership was calculated in accordance with the SEC rules for calculating percentages of beneficial ownership, based on the Issuer having 48,174,023 Class A Shares outstanding as of August 7, 2026, as reported by the Issuer in the Quarterly Report, and includes the 6,275,539 Class A Shares that McAndrew Holdings has the right to acquire within 60 days of the Filing Date upon the exchange of its Class B Units and the cancellation of its Class B Shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ERock, Inc.
(b)	Address of issuer's principal executive offices: 1113 VINE ST., SUITE 101, HOUSTON, TEXAS, 77002
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed jointly by (i) Walter Thomas McAndrew, Jr. ("W.T. McAndrew"), individually and in his capacity as a manager of McAndrew Holdings, LLC (the "General Partner"), the general partner of McAndrew Holdings, Ltd. ("McAndrew Holdings"); (ii) McAndrew Holdings; (iii) the General Partner, in its capacity as the general partner of McAndrew Holdings; and (iv) Jay Willis McAndrew ("J.W. McAndrew"), in her capacity as a manager of the General Partner (such persons, collectively, the "Reporting Persons," and each, a "Reporting Person"). The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons constitute a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or that any such person is the beneficial owner of any securities other than those set forth in this Schedule 13G.
(b)	Address or principal business office or, if none, residence: The residence or business address of each Reporting Person is 927 North Shore Drive, Kemah, Texas 77565.
(c)	Citizenship: W.T. McAndrew and J.W. McAndrew are United States citizens. McAndrew Holdings is a Texas limited partnership. The General Partner is a Texas limited liability company.
(d)	Title of class of securities: Class A common stock, $0.01 par value per share
(e)	CUSIP Number(s): 296013105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: W.T. McAndrew: 22,587,118 shares (1)(3)(4) McAndrew Holdings: 6,275,539 shares (2)(3)(4) General Partner: 6,275,539 shares (2)(3)(4) J.W. McAndrew: 6,275,539 shares (2)(3)(4) (1) The reported beneficial ownership of W.T. McAndrew is attributable to the: (i) 50,550 Class A Shares of the Issuer owned by W.T. McAndrew; (ii) 16,261,029 Class B Shares of the Issuer and 16,261,029 corresponding Class B Units of ER Holdings held by W.T. McAndrew; and (iii) 6,275,539 Class B Shares and 6,275,539 corresponding Class B Units held by McAndrew Holdings. As a manager of the General Partner of McAndrew Holdings, W.T. McAndrew may be deemed to share voting and investment power over the securities held by McAndrew Holdings. (2) The reported beneficial ownership of McAndrew Holdings, the General Partner, and J.W. McAndrew is attributable to the 6,275,539 Class B Shares of the Issuer and 6,275,539 corresponding Class B Units of ER Holdings owned by McAndrew Holdings. The General Partner, as the general partner of McAndrew Holdings, and J.W. McAndrew, as a manager of the General Partner, may each be deemed to share voting and investment power over the securities held by McAndrew Holdings. (3) The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into Class A Shares of the Issuer. Upon the exchange of Class B Units, an equivalent number of Class B Shares will be automatically cancelled. (4) Each Reporting Person disclaims beneficial ownership of all securities reported in this Schedule 13G except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
(b)	Percent of class: W.T. McAndrew: 31.9% (1) McAndrew Holdings: 11.5% (2) General Partner: 11.5% (2) J.W. McAndrew: 11.5% (2) (1) The denominator used to calculate W.T. McAndrew's percentage of beneficial ownership consists of the (i) 48,174,023 Class A Shares reported by the Issuer as being outstanding as of August 7, 2026, as reported by the Issuer in the Quarterly Report, and (ii) 22,536,568 Class A Shares that W.T. McAndrew has the right to acquire within 60 days of the Filing Date, directly and indirectly through McAndrew Holdings, upon the exchange of the Class B Units and the cancellation of the Class B Shares held by W.T. McAndrew and McAndrew Holdings. (2) The denominator used to calculate the percentage of beneficial ownership of McAndrew Holdings, the General Partner, and J.W. McAndrew consists of the (i) 48,174,023 Class A Shares reported by the Issuer as being outstanding as of August 7, 2026, as reported by the Issuer in the Quarterly Report, and (ii) 6,275,539 Class A Shares that McAndrew Holdings has the right to acquire within 60 days of the Filing Date upon the exchange of its Class B Units and the cancellation of its Class B Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: W.T. McAndrew: 16,311,579 shares McAndrew Holdings: 0 shares General Partner: 0 shares J.W. McAndrew: 0 shares
	(ii) Shared power to vote or to direct the vote: W.T. McAndrew: 6,275,539 shares McAndrew Holdings: 6,275,539 shares General Partner: 6,275,539 shares J.W. McAndrew: 6,275,539 shares
	(iii) Sole power to dispose or to direct the disposition of: W.T. McAndrew: 16,311,579 shares McAndrew Holdings: 0 shares General Partner: 0 shares J.W. McAndrew: 0 shares
	(iv) Shared power to dispose or to direct the disposition of: W.T. McAndrew: 6,275,539 shares McAndrew Holdings: 6,275,539 shares General Partner: 6,275,539 shares J.W. McAndrew: 6,275,539 shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

McAndrew Walter Thomas Jr.

Signature:	/s/ Walter Thomas McAndrew, Jr.
Name/Title:	Walter Thomas McAndrew, Jr., individually
Date:	08/14/2026

McAndrew Holdings, Ltd.

Signature:	/s/ Walter Thomas McAndrew, Jr. and /s/ Jay Willis McAndrew
Name/Title:	Managers of McAndrew Holdings, LLC, the Reporting Person's General Partner
Date:	08/14/2026

McAndrew Holdings, LLC

Signature:	/s/ Walter Thomas McAndrew, Jr. and /s/ Jay Willis McAndrew
Name/Title:	Managers
Date:	08/14/2026

Jay Willis McAndrew

Signature:	/s/ Jay Willis McAndrew
Name/Title:	Jay Willis McAndrew, individually
Date:	08/14/2026

Exhibit Information

Exhibit 99.1: Joint Filing Agreement, dated August 14, 2026, by and among the Reporting Persons (filed herewith).