EagleRock sets 2026 equity awards for CEO, CFO

EagleRock Land, LLC granted PSU- and RSU-based 2026 long-term incentive awards to its CEO and CFO, with TSR-based performance features and change-in-control protections.

Rhea-AI Filing Summary

EagleRock Land, LLC (EROK) disclosed that its board approved 2026 long‑term incentive awards for senior executives in the form of Performance Share Units (PSUs) and Restricted Share Units (RSUs) under its Long Term Incentive Plan. CEO Greg Pipkin Jr. received 270,147 PSUs (at target), while CFO Neal H. Shah received 71,429 PSUs (at target) and 47,619 RSUs.

PSUs are earned based on total shareholder return (TSR) from May 14, 2026 through a 20‑trading‑day period ending May 14, 2029, using both relative and absolute TSR multipliers, with total vesting capped at 250% of target and subject to continued service and compensation committee certification. RSUs vest in three equal annual installments, with specified accelerated vesting on death, disability, qualifying retirement, certain terminations around a change in control, and all awards subject to clawback policies.

Filing Explained

Existing holders face a conditional future share-settlement obligation from the awards, not a disclosed present issuance.

On September 10, 2026, the board approved the executive awards described in this 8-K. They remain subject to the disclosed vesting conditions; awards that vest will be settled in Class A shares, creating a conditional future share-issuance mechanism for existing holders.

In practical terms, the filing establishes grants of award units and a later share-settlement process, rather than reporting that shares were delivered when the grants were approved.

Dividend equivalents are credited in cash while the awards remain outstanding, but are paid only to the extent the underlying awards vest and are forfeited with forfeited awards.

If a change in control occurs during the performance period, the PSUs convert into time-based restricted share units based on the greater of target or performance measured through that event, capped at 250% of target; the converted units retain their original vesting date.

8-K Event Classification

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

1 item

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.

Key Figures

CEO PSUs at target: 270,147 PSUs CFO PSUs at target: 71,429 PSUs CFO RSUs: 47,619 RSUs +5 more

8 metrics

CEO PSUs at target 270,147 PSUs Performance Share Units granted to CEO Greg Pipkin Jr. as 2026 award

CFO PSUs at target 71,429 PSUs Performance Share Units granted to CFO Neal H. Shah as 2026 award

CFO RSUs 47,619 RSUs Restricted Share Units granted to CFO Neal H. Shah as 2026 award

Maximum PSU payout cap 250% of target PSUs Overall limit on PSUs that may vest under the performance formula

Relative TSR performance levels 0% at <25th; 50% at 25th; 100% at 50th; 200% at ≥85th percentile Relative TSR multiplier schedule versus a 14‑member peer group

Absolute TSR multiplier 75%–125% 75% if annualized TSR ≤0%; 100% if >0%–15%; 125% if >15%

PSU performance period May 14, 2026 to a 20‑trading‑day period ending May 14, 2029 Measurement window for total shareholder return used for PSU vesting

RSU vesting schedule 3 equal annual installments Time-based vesting over three years from the effective date of award

Key Terms

Performance Share Units, Restricted Share Units, total shareholder return, change in control, +2 more

6 terms

Performance Share Units financial

"approved grants of Performance Share Units (“PSUs”) and Restricted Share Units"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

Restricted Share Units financial

"approved grants of Performance Share Units (“PSUs”) and Restricted Share Units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

total shareholder return financial

"PSUs are eligible to be earned based on the Company’s total shareholder return"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

change in control financial

"on or within 180 days prior to the consummation of, a change in control"

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.

clawback policies financial

"The awards are subject to the Company’s clawback policies"

relative TSR multiplier financial

"The relative TSR multiplier is based on the percentile rank of the Company’s TSR"

FAQ

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

What executive equity awards did EagleRock Land, LLC (EROK) approve on September 10, 2026?

The board approved 2026 long-term incentive awards under the LTIP for executive officers, including PSUs and RSUs. CEO Greg Pipkin Jr. received only PSUs, and CFO Neal H. Shah received a mix of PSUs and RSUs, all settled in Class A shares upon vesting.

How many PSUs and RSUs did EROK grant to its CEO and CFO?

CEO Greg Pipkin Jr. was granted 270,147 PSUs (at target). CFO Neal H. Shah was granted 71,429 PSUs (at target) and 47,619 RSUs. These awards are subject to performance or time-based vesting and specified termination and change-in-control provisions.

How is total shareholder return (TSR) used to determine EROK PSU payouts?

PSUs are earned based on TSR over a period from May 14, 2026 through the last day of the 20‑trading‑day period ending May 14, 2029. A relative TSR multiplier of 0%–200% and an absolute TSR multiplier of 75%–125% are applied, with total vesting capped at 250% of target.

What are the vesting terms for EROK’s 2026 RSU awards?

The RSUs vest in three equal annual installments on each of the first three anniversaries of the effective date, subject to continued employment or service. They vest in full upon death, disability, certain terminations around a change in control, and partially upon a qualifying retirement.

How are EROK PSUs and RSUs treated on a change in control?

On a change in control during the PSU performance period, PSUs are converted into time‑based restricted share units equal to at least target PSUs or the number earned through the change in control, capped at 250% of target, and vest in full upon specified terminations around the change in control.

Do EROK’s 2026 PSU and RSU awards include dividend equivalents and clawback provisions?

Yes. Each PSU and RSU carries a right to dividend equivalents, credited in cash and paid only if the award vests, and forfeited to the extent the award is forfeited. The awards are also subject to the Company’s clawback policies.

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

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Available on EDGAR 09/16/2026 - 04:14 PM Accepted by SEC EDGAR 09/16/2026 - 04:13 PM Learn about SEC filing dates

NYSE false 0002104882 0002104882 2026-09-10 2026-09-10

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): September 10, 2026

EagleRock Land, LLC

(Exact name of registrant as specified in its charter)

Texas		001-43288		41-3142321
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9655 Katy Freeway, Suite 375

Houston, Texas 77024

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 280-7002

Not Applicable

(Former name or former address, if changed since last report.)

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 Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A shares representing limited liability company interests		EROK		New York Stock Exchange and NYSE Texas, Inc.

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

2026 Long-Term Incentive Awards

On September 10, 2026, the board of directors (the “Board”) of EagleRock Land, LLC (the “Company”), approved grants of Performance Share Units (“PSUs”) and Restricted Share Units (“RSUs”) under the EagleRock Land, LLC Long Term Incentive Plan (the “LTIP”) to certain of the Company’s executive officers, including Greg Pipkin Jr., the Company’s Chief Executive Officer, and Neal H. Shah, the Company’s Chief Financial Officer.

Mr. Pipkin was granted an award composed entirely in the form of PSUs. Mr. Shah was granted awards 60% in the form of PSUs and 40% in the form of RSUs. Accordingly, Mr. Pipkin was granted 270,147 PSUs (at target), and Mr. Shah was granted 71,429 PSUs (at target) and 47,619 RSUs.

The PSUs are eligible to be earned based on the Company’s total shareholder return (“TSR”) over a performance period that began on May 14, 2026, the date the Company’s Class A shares first commenced trading, and that ends on the last day of the 20-trading-day period ending on and including May 14, 2029. The number of PSUs that are earned is determined by multiplying the target number of PSUs first by a relative TSR multiplier and then by an absolute TSR multiplier. The relative TSR multiplier is based on the percentile rank of the Company’s TSR against a peer group of 14 companies, indices and exchange traded funds, and ranges from 0% of target for performance below the 25th percentile, to 50% of target at the 25th percentile, 100% of target at the 50th percentile and 200% of target at or above the 85th percentile, with straight-line interpolation between levels. The absolute TSR multiplier is 125% if the Company’s annualized TSR exceeds 15%, 100% if annualized TSR is greater than 0% but not more than 15%, and 75% if annualized TSR is 0% or less, in each case without interpolation. In no event may the number of PSUs that vest exceed 250% of the target number of PSUs. Vesting of the PSUs is also conditioned on the executive’s continued employment or service through the end of the performance period (other than as set forth below), and the number of PSUs earned is subject to certification by the Board’s compensation committee.

The RSUs vest in three equal annual installments on each of the first three anniversaries of the effective date of the award, subject to the executive’s continued employment or service through each applicable vesting date (other than as set forth below). Each of the PSUs and the RSUs carries a right to dividend equivalents, which are credited in cash while the award remains outstanding, are paid only to the extent the underlying award vests and are forfeited to the extent the underlying award is forfeited. Vested RSUs and PSUs will be settled in the Company’s Class A shares.

Under the form of RSU award agreement, the RSUs vest in full upon a termination of the executive’s employment or service as a result of death or disability, or upon a termination by the Company without cause or by the executive for good reason that occurs on or within 18 months following, or on or within 180 days prior to the consummation of, a change in control of the Company. In addition, upon a qualifying retirement, a pro-rata portion of the executive’s then-unvested RSUs will vest. Under the form of PSU award agreement, the PSUs vest at target upon the executive’s death, and upon a termination as a result of disability the service condition is waived with the award remaining subject to actual performance through the end of the performance period. If a change in control occurs during the performance period, the PSUs held by an executive officer are converted into time-based restricted share units in a number equal to the greater of the target number of PSUs and the number of PSUs that would be earned based on performance measured through the change in control (in either case capped at 250% of target), with the converted units retaining the original vesting date and vesting in full upon a termination without cause or for good reason occurring on or within 18 months following, or on or within 180 days prior to, the change in control. The Board determined that the vesting and acceleration provisions of the award agreements apply to the 2026 awards notwithstanding any alternative provision of the EagleRock Land, LLC Change in Control Severance Plan, dated May 15, 2026. The awards are subject to the Company’s clawback policies.

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.

EAGLEROCK LAND, LLC
By:		/s/ Greg Pipkin Jr.
Name:		Greg Pipkin Jr.
Title:		Chief Executive Officer

Date: September 16, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB