ERock (EROC) director details Class M units tied to Class A stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ERock, Inc. director and officer John Eugene Carrington filed an initial ownership report showing holdings of derivative securities tied to Class A Common Stock. He reports Class M Units that can ultimately relate to Class B Units and then to Class A Common Stock.

The filing shows Class M Units corresponding to 11,349,822 underlying shares of Class A Common Stock held directly, 516,713 underlying shares held indirectly through a trust, and an additional 644,002 underlying shares held directly. Footnotes explain that Class M Units are profits interests, some fully vested and others vesting in monthly installments beginning on June 26, 2026, subject to continued service.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Carrington John Eugene

Role See Remarks

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

Holdings After Transaction: Class M Units — 644,002 shares (Direct, null); Class M Units — 516,713 shares (Indirect, By Trust)

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). 353,828 of these Class M Units have vested, and the remaining Class M Units vest in 6 equal monthly installments on the 26th day of each calendar month commencing June 26, 2026 and ending November 26, 2026, subject to the Reporting Person's continuous service to the Issuer. These Class M Units are fully vested. These securities are held by a trust, of which the Reporting Person's spouse serves as a trustee. 1,891,635 of these Class M Units have vested, and the remaining Class M Units vest in 30 equal monthly installments on the 26th day of each calendar month commencing June 26, 2026 and ending November 26, 2028, subject to the Reporting Person's continuous service to the Issuer.

Key Figures

Direct underlying Class A shares (primary block): 11,349,822 shares Indirect underlying Class A shares via trust: 516,713 shares Additional direct underlying Class A shares: 644,002 shares +4 more

7 metrics

Direct underlying Class A shares (primary block) 11,349,822 shares Underlying shares from direct Class M Units

Indirect underlying Class A shares via trust 516,713 shares Underlying shares from Class M Units held "By Trust"

Additional direct underlying Class A shares 644,002 shares Underlying shares from separate direct Class M Units

Exercise price (primary Class M Units) $1.6100 per unit Conversion or exercise price for direct Class M Units block

Exercise price (other Class M Units) $0.1500 per unit Conversion or exercise price for trust and additional direct units

Currently vested Class M Units (block 1) 353,828 units Vested portion; remaining units vest Jun–Nov 2026

Currently vested Class M Units (block 2) 1,891,635 units Vested portion; remaining units vest Jun 2026–Nov 2028

Key Terms

Class M Units, profits interests, Class B Units, Class A Common Stock, +2 more

6 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 ("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.

profits interests for U.S. federal income tax purposes financial

"Class M Units ... are "profits interests" for U.S. federal income tax purposes."

trust financial

"These securities are held by a trust, of which the Reporting Person's spouse serves as a trustee."

A trust is a legal setup in which one party (the trustee) holds and manages assets—like cash, stocks or property—on behalf of other people (beneficiaries) according to instructions from the person who created it (the grantor). Think of it as a locked box with a keyholder who must follow written rules; for investors it matters because trusts influence who controls and benefits from assets, affect taxes and succession, and can change how quickly or transparently shares are bought, sold or voted.

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Understanding Insider Trading Forms →

Available on EDGAR 06/12/2026 - 01:32 PM Accepted by SEC EDGAR 06/09/2026 - 09:17 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^*

Carrington John Eugene

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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	644,002	$0.15⁽¹⁾⁽²⁾⁽³⁾	D
Class M Units	⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Class A Common Stock	516,713	$0.15⁽¹⁾⁽²⁾⁽⁴⁾	I	By Trust⁽⁵⁾
Class M Units	⁽¹⁾⁽²⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽⁶⁾	Class A Common Stock	11,349,822	$1.61⁽¹⁾⁽²⁾⁽⁶⁾	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. 353,828 of these Class M Units have vested, and the remaining Class M Units vest in 6 equal monthly installments on the 26th day of each calendar month commencing June 26, 2026 and ending November 26, 2026, subject to the Reporting Person's continuous service to the Issuer.

4. These Class M Units are fully vested.

5. These securities are held by a trust, of which the Reporting Person's spouse serves as a trustee.

6. 1,891,635 of these Class M Units have vested, and the remaining Class M Units vest in 30 equal monthly installments on the 26th day of each calendar month commencing June 26, 2026 and ending November 26, 2028, subject to the Reporting Person's continuous service to the Issuer.

Remarks:

Chief Executive Officer and Director Exhibit 24 - Power of Attorney

	/s/ Davis Zapffe, Attorney-in-fact for John Carrington	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 (EROC) director John Eugene Carrington report on this Form 3?

He reports initial beneficial ownership of Class M Units linked to ERock Class A Common Stock. These positions include large direct holdings, additional direct units, and units held indirectly through a trust, establishing his starting equity stake as a director and officer.

How many ERock (EROC) underlying Class A shares are tied to Carrington’s direct Class M Units?

The filing shows Class M Units corresponding to 11,349,822 underlying shares of Class A Common Stock held directly, plus another 644,002 underlying shares from separate direct Class M Units, reflecting significant derivative exposure to ERock’s primary equity.

What indirect ERock (EROC) holdings does Carrington report through a trust?

He reports Class M Units corresponding to 516,713 underlying shares of Class A Common Stock held indirectly "By Trust." A footnote states these securities are held by a trust where his spouse serves as a trustee, indicating indirect beneficial ownership via a family trust structure.

How do ERock (EROC) Class M Units convert into Class A Common Stock?

Footnotes explain Class M Units are profits interests that can convert into Class B Units based on distribution formulas. Class B Units are then exchangeable, at the holder’s option, one-for-one into Class A Common Stock or cash, at ERock’s election, creating an indirect path to common shares.

What vesting schedule applies to some of Carrington’s ERock (EROC) Class M Units?

Footnotes state 353,828 Class M Units have vested and the rest vest in six equal monthly installments from June 26, 2026 through November 26, 2026. Another block has 1,891,635 units vested, with remaining units vesting in 30 monthly installments ending November 26, 2028.

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

A footnote clarifies that Class M Units are profits interests and have no expiration date. This means the derivative positions tied to ERock’s equity persist, subject to their vesting conditions and the conversion and exchange mechanics described for Class B Units and Class A Common Stock.