SEC Form 4 · accession 0001493152-26-041632
ERock, Inc. · EROC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Walter Thomas McAndrew Jr.
10% Owner
Period of report
Jun 11, 2026
Accepted (ET)
Sep 4, 2026 · 8:36 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002110029
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock, par value $0.01F1 | Jun 11, 2026 | J | 50,550 | — | A | 50,550 | D | |
| Class B common stock, par value $0.01F2,F3 | Jun 11, 2026 | J | 372,093 | — | D | 5,996,469 | D | |
| Class B common stock, par value $0.01F2,F4,F5 | Jun 11, 2026 | J | 93,023 | — | D | 16,540,099 | I | By McAndrew Holdings, Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF3,F6 | — | Jun 11, 2026 | S | 372,093 | D | — | — | Class A common stock, par value $0.01 | 372,093 | 5,996,469 | D |
| Class B UnitsF4,F5,F6 | — | Jun 11, 2026 | S | 93,023 | D | — | — | Class A common stock, par value $0.01 | 93,023 | 16,540,099 | I |
Explanation of responses
- F1In connection with the initial public offering (the "IPO") of shares of Class A common stock, par value $0.01 per share (such shares, "Class A Shares"), of ERock, Inc. (the "Issuer"), the Issuer consummated certain mergers pursuant to which certain entities holding Class A membership interests ("Class A Units") of Enchanted Rock Holdings, LLC ("ER Holdings") merged with and into the Issuer (the "Blocker Mergers"), as described in the Issuer's prospectus filed with the Securities and Exchange Commission on June 10, 2026. In connection with the Blocker Mergers, 50,550 Class A Units held by ERock Holdings GP, LLC were exchanged for 50,550 Class A Shares issued to Walter Thomas McAndrew, Jr. ("Mr. McAndrew").
- F2Shares of the Issuer's Class B common stock, par value $0.01 per share (such shares, "Class B Shares"), 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 ER Holdings held.
- F3The Issuer used approximately $7.4 million of the IPO proceeds to purchase 372,093 Class B Units of ER Holdings from Mr. McAndrew. Upon such purchase, 372,093 of the Issuer's Class B Shares held by Mr. McAndrew were cancelled.
- F4The Issuer used approximately $1.8 million of the IPO proceeds to purchase 93,023 Class B Units of ER Holdings from McAndrew Holdings, Ltd. ("Holdings"). Upon such purchase, 93,023 of the Issuer's Class B Shares held by Holdings were cancelled.
- F5These securities are owned directly by Holdings. 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.
- F6The 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.