Form 8-K

8-K — EagleRock Land, LLC

Accession: 0001193125-26-280008

Filed: 2026-06-24

Period: 2026-06-23

CIK: 0002104882

SIC: 6792 (OIL ROYALTY TRADERS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d295987d8k.htm (Primary)

EX-99.1 (d295987dex991.htm)

GRAPHIC (g295987g0622221226143.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d295987d8k.htm · Sequence: 1

8-K

CHX false 0002104882 0002104882 2026-06-23 2026-06-23 0002104882 exch:XNYS 2026-06-23 2026-06-23 0002104882 exch:XCHI 2026-06-23 2026-06-23

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): June 23, 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 2.02

Results of Operations and Financial Condition.

On June 23, 2026, EagleRock Land, LLC issued a press release providing information regarding its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 2.02, including Exhibit 99.1 incorporated by reference herein, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release of EagleRock Land, LLC, dated June 23, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 23, 2026

EX-99.1

Filename: d295987dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

NEWS RELEASE

EagleRock

Announces Filing of Quarterly Report on Form 10-Q

HOUSTON, June 23, 2026 – EagleRock Land, LLC

(“EagleRock” or the “Company”) (NYSE: EROK) today filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Quarterly Report”) with the U.S.

Securities and Exchange Commission (the “SEC”).

Highlights:

•

Completed Initial Public Offering (“IPO”) of EagleRock Land on May 15, 2026

•

Repaid the Predecessor credit facility of approximately $269 million

•

Strong operational and financial performance in line with Company expectations

•

Robust liquidity of over $200 million and no outstanding debt provides substantial capacity to pursue

attractive organic and inorganic opportunities.

•

Expect to file its unaudited pro forma financial statements for the three months ended March 31, 2026 by

July 31, 2026

On May 15, 2026, EagleRock completed the initial public offering of its Class A shares representing

limited liability company interests and certain contribution and reorganization transactions associated therewith (the “Transactions”). Since EagleRock completed its IPO after the period covered by the Quarterly Report, the Quarterly

Report primarily presents the financial statements and related results of EagleRock’s accounting predecessor, Lea & Eddy Holdings, LLC (the “Predecessor”), for the three months ended March 31, 2026. Accordingly, the

Quarterly Report does not include financial statements of the entities acquired by the Company in the Transactions and does not provide pro forma results for the Company.

As previously disclosed, EagleRock will file its unaudited pro forma financial statements for the three months ended March 31, 2026, reflecting the

consummation of the IPO and the Transactions (the “Pro Forma Financial Statements”), by July 31, 2026. EagleRock expects to provide customary earnings information and host its inaugural quarterly conference call to discuss its

financial and operating results beginning with the reporting cycle for the second quarter of 2026.

Preliminary Pro Forma First Quarter Results

The preliminary financial information presented below was previously disclosed in the Company’s final prospectus filed with the SEC on

May 14, 2026 in connection with the IPO (the “Prospectus”), and continues to reflect EagleRock’s estimated pro forma financial results for the three months ended March 31, 2026.

Pro Forma(1)

Three Months Ended

March 31, 2026

(in thousands)

Low

High

Revenue

29,551

36,117

Net income

13,263

16,211

Adjusted EBITDA(2)

25,745

31,467

(1)

The unaudited preliminary financial information presents the historical financial data of the Predecessor for

the period presented, as adjusted to give effect to (i) the exclusion of certain assets and liabilities of the Predecessor that were not conveyed to the Company in connection with the IPO and (ii) the Transactions, each of which is more

fully described in the Prospectus, as if such transactions had occurred on January 1, 2025.

(2)

Non-GAAP financial measure. See

“Non-GAAP Financial Measures” for a discussion of this metric and a reconciliation to EagleRock’s most directly comparable financial measure calculated and presented in accordance with GAAP.

This release includes ranges for these preliminary financial results because the Pro Forma Financial

Statements are not yet available. These estimated ranges are preliminary and unaudited and are thus inherently uncertain and subject to change. In addition, these ranges are based on the information available to the Company as of the date of this

release and may not be indicative of its actual results or the results to be achieved as of any future date or for any future period. However, based on the Company’s performance to date and current expectations, management believes the Company

remains on track relative to its full-year financial expectations.

EagleRock Credit Facility

On June 3, 2026, EagleRock repaid the entire balance of the Predecessor’s credit facility of approximately $269 million that was assumed by the

Company in connection with the IPO. On June 8, 2026, following the repayment and termination of the Predecessor’s credit facility, EagleRock’s credit agreement with its syndicate of leading financial institutions became effective.

EagleRock’s revolving credit facility provides access to up to $200.0 million, including the ability to request an increase of up to an additional $100.0 million. As of the date of this release, the Company has no borrowings

outstanding under its credit facility. The new facility provides the Company with additional financial flexibility and liquidity to support its ongoing operations, strategic initiatives and long-term growth objectives.

About EagleRock

EagleRock is a land management company

that owns or controls approximately 236,000 acres in the heart of the Delaware and Midland sub-basins within the prolific Permian Basin. In addition, EagleRock has an interest in up to approximately 70,000

acres pursuant to an acreage dedication related to its Midland Basin water infrastructure assets. Its acreage is vital to the efficient development of oil and natural gas resources in the Permian Basin and is strategically located to support the

growing surface, resource, infrastructure and related commercial development needs of the power and other emerging industries in the Permian Basin.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. The words

“anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”

“predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words, or similar terms and phrases are intended to identify forward-looking

statements. These forward-looking statements include statements regarding the Company’s preliminary pro forma results for the three months ended March 31, 2026. The preliminary financial information presented in this release are estimates

based on information available to management as of the date of this release, have not been reviewed or audited by EagleRock’s independent registered public accounting firm, and are subject to change. There can be no assurance that

EagleRock’s actual results will not differ from the preliminary financial information presented in this release. The preliminary financial information presented in this release should not be viewed as a substitute for full financial statements

prepared in accordance with Article 11 of Regulation S-X.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by

law, EagleRock does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for EagleRock to

predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Prospectus and the other reports and material EagleRock files with the SEC. The risk factors

and other factors noted in the Prospectus could cause the Company’s actual results to differ materially from those contained in any forward-looking statement.

Non-GAAP Financial Measures

EagleRock defines Adjusted EBITDA as net income (loss) minus interest, taxes, depreciation, amortization, depletion and accretion, which it refers to as

“EBITDA” and from which it further deducts share-based compensation, non-recurring transaction-related expenses and

other non-cash or non-recurring expenses. The Company defines Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

Adjusted EBITDA and Adjusted EBITDA Margin are used by the Company’s management and by external users of its financial statements, such as investors,

research analysts and others, to assess the financial performance of the Company’s assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. Management believes Adjusted EBITDA and

Adjusted EBITDA Margin are useful because they allow the Company and external users of its financial statements to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period,

and against its peers, without regard to financing methods or capital structure. The Company excludes the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary

substantially from company to company within EagleRock’s industry, depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired. The Company’s computations of these

measures may differ from the computations of similarly titled measures of other companies.

The following table sets forth a reconciliation (to the

midpoint of the low and high ranges set forth above) of estimated net income as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin for the period indicated.

Pro Forma

($ in thousands)

Three Months Ended

March 31, 2026

Net income

14,737

Adjustments:

Depreciation, depletion, amortization, and accretion

13,634

Interest expense, net

Income tax expense

1,033

EBITDA

29,500

Adjustments:

Transaction-related expenses(1)

2,386

Other(2)

(3,280

)

Adjusted EBITDA

28,606

Net income margin

44.9

Adjusted EBITDA Margin

87.1

(1)

Transaction-related expenses consist of nonrecurring professional services expenses, including banker fees,

legal and professional fees and integration costs directly attributable to completed or contemplated transactions.

(2)

Other consists primarily of a nonrecurring gain on sales-type lease and other nonrecurring transactions.

Contact

Neal Shah

President and Chief Financial Officer

EagleRock Land, LLC

info@erok.com; (713) 280-7002

SOURCE EagleRock Land, LLC

GRAPHIC

Filename: g295987g0622221226143.jpg · Sequence: 7

Binary file (2776 bytes)

Download g295987g0622221226143.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Document and Entity Information

Jun. 23, 2026

Document And Entity Information [Line Items]

Document Type

8-K

Document Period End Date

Jun. 23, 2026

Entity Registrant Name

EagleRock Land, LLC

Entity Incorporation State Country Code

Entity File Number

001-43288

Entity Tax Identification Number

41-3142321

Entity Address Address Line 1

9655 Katy Freeway

Entity Address Address Line 2

Suite 375

Entity Address City Or Town

Houston

Entity Address State Or Province

Entity Address Postal Zip Code

77024

City Area Code

713

Local Phone Number

280-7002

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Entity Ex Transition Period

false

Amendment Flag

false

Entity Central Index Key

0002104882

New York Stock Exchange [Member]

Document And Entity Information [Line Items]

Security 12b Title

Class A shares representing limited liability company interests

Trading Symbol

EROK

Security Exchange Name

NYSE

NYSE TexasInc. [Member]

Document And Entity Information [Line Items]

Security 12b Title

Class A shares representing limited liability company interests

Trading Symbol

EROK

Security Exchange Name

CHX

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- References

No definition available.

+ Details

Name:

erok_DocumentAndEntityInformationLineItems

Namespace Prefix:

erok_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Details

Name:

dei_EntityListingsExchangeAxis=exch_XNYS

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

dei_EntityListingsExchangeAxis=exch_XCHI

Namespace Prefix:

Data Type:

Balance Type:

Period Type: