Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Event [Line Items] | |
| Subsequent Events | 5. Subsequent Events Intrepid Acquisition. On April 1, 2026, the Predecessor acquired assets, including approximately 22,000 fee surface acres and 28,000 federal grazing lease acres and the related water rights, contracts and permits from Intrepid-Potash New Mexico, LLC ("Intrepid Acquisition") for total consideration of approximately $70.0 million. The transaction was funded with related party debt resulting in additional term loan principal of $70.0 million and associated debt discount and debt issuance costs of approximately $2.5 million, with a maturity date of December 31, 2027. In connection with the Intrepid Acquisition, the Predecessor evaluated the amendment of its term loan and concluded the change in terms did not result in a significant change in the economics of the debt and thus will be accounted for as a debt modification and not an extinguishment of the debt. As such, the related financing costs of $2.1 million will be recorded as additional debt issuance costs and will be amortized over the term of the credit facility. Additionally, the Predecessor incurred $0.3 million in transaction costs in connection with the Intrepid Acquisition. The assets acquired in the Intrepid Acquisition were not contributed to the Company in connection with the IPO and have not been offered to be sold to the Company. Deconsolidation of Hydrosource. Immediately prior to the IPO, the Predecessor contributed all interests in one of its subsidiaries, Hydrosource Logistics, LLC ("Hydrosource"), to Hydrosource Midstream, LLC (“Hydrosource Midstream”) for no consideration. Hydrosource retained the assets acquired in the Intrepid Acquisition. For the avoidance of doubt, Hydrosource was not contributed to the Company in connection with the IPO. Initial Public Offering In the IPO, the Company issued 17,300,000 Class A shares at a price to the public of $18.50 per Class A share. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 2,595,000 Class A shares at the public offering price, less underwriting discounts and commissions, which the underwriters exercised in full on May 16, 2026. The Class A shares began trading on the New York Stock Exchange and NYSE Texas, Inc. under the ticker symbol "EROK" on May 14, 2026, and the IPO closed on May 15, 2026. The underwriters' option closed on May 19, 2026. The Company received net proceeds from the IPO, including the underwriters' option, of approximately $328.5 million, net of underwriting discounts and offering expenses. The Company contributed all of the net proceeds from the IPO to OpCo in exchange for newly issued limited liability company interests in OpCo ("OpCo Units") at a per-unit price equal to the per-share price paid by the underwriters for the Company's Class A shares in the IPO. OpCo used a portion of the net proceeds from the IPO to repay in full, and terminate, the Predecessor's credit facility (the "Predecessor Credit Facility") and intends to use the remainder for general corporate purposes.
Corporate Reorganization Concurrently with the closing of the IPO, the following transactions (the Corporate Reorganization) occurred, in substantially the following order: • OpCo was formed by the Company; • Each of the Predecessor, the existing owners of the Shallow Valley Ranch (the “Shallow Valley Owners”) and Double Eagle IV Midco, LLC (“Double Eagle” contributed cash the Company in exchange for a total of 109,724,999 Class B shares; • The Company contributed all of its subsidiaries in OpCo in exchange for 42,716,738 OpCo Units and OpCo's assumption of the Predecessor Credit Facility. • Each of the Shallow Valley Owners and Double Eagle contributed certain of their subsidiaries to OpCo in exchange for a total of 21,134,331 OpCo Units and 45,873,930 OpCo Units, respectively; • Each of EagleRock’s and OpCo’s operating agreements was amended and restated to facilitate the IPO • Pursuant to a Warrant Exercise Agreement, each holder of warrants of the Predecessor (including funds and accounts managed by TCW Asset Management Company LLC, CCLF Holdings (D41) LLC and AWC Aqua, LLC (collectively, the “TCW Entities” and such warrants, the “Predecessor Warrants”) exercised a portion of its Predecessor Warrants (the “Exercised Warrants”) and forfeited the remaining portion, which were irrevocably cancelled, immediately following which (i) the Predecessor distributed 14,939,952 OpCo Units and a corresponding number of Class B shares to the TCW Entities in redemption of the units of itself received in respect of the Exercised Warrants, (ii) each warrant agreement between the Predecessor and the TCW Entities was terminated and (iii) certain of such TCW Entities merged with one or more newly formed subsidiaries of EagleRock and received one Class A share in exchange for each OpCo Unit (and Class B share) it held, or an aggregate 4,560,688 Class A shares; • The Company issued 17,300,000 Class A shares in the IPO to the public, representing 100% of the economic rights in the Company, in exchange for the net proceeds of the IPO at a price of $18.50 per Class A share; • The Company contributed all of the net proceeds from the IPO to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in the IPO; and • OpCo used the net proceeds from the IPO as described above under “Initial Public Offering.”
Sixth Amendment On May 4, 2026, certain subsidiaries of the Predecessor entered into the Sixth Amendment to the Predecessor Credit Facility (the “Sixth Amendment”). The Sixth Amendment, among other things, (i) provided the lenders’ consent to the IPO, (ii) effected the joinder of OpCo as the new parent under the Predecessor Credit Facility, (iii) released Hydrosource Logistics, LLC ("Hydrosource") and the Predecessor from their obligations thereunder, with the Fifth Amendment Term Loans (as defined in the Sixth Amendment) being transferred to a separate credit agreement, and (iv) required the establishment of a segregated account with a minimum balance of $270.0 million to be funded from the IPO proceeds. Repayment of the Predecessor Credit Facility. On June 3, 2026, EagleRock repaid the entire balance of the Predecessor Credit Facility with a cash payment of $269.1 million. The unamortized premium balance associated with the Predecessor Credit Facility was derecognized as a result of the facility being paid off. EagleRock Credit Facility On May 4, 2026, OpCo entered into a credit agreement (the "Credit Facility") with JPMorgan Chase Bank, N.A. as administrative agent, and the lenders party thereto. The Effective Date (as defined in the Credit Facility) of the Credit Facility was June 8, 2026. The Credit Facility provides for a senior secured revolving credit facility in an aggregate principal amount of up to $200.0 million, including a $10.0 million letter of credit sublimit, together with the ability to request increases in the commitments of up to an additional $100.0 million; provided that any such request for an increase must be in a minimum amount of $25.0 million and is limited to a maximum of four such requests. The Credit Facility and all borrowings thereunder will mature on June 8, 2031. Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the borrower’s option, the Term SOFR Rate (as defined in the Credit Facility) or Daily Simple SOFR (as defined in the Credit Facility), plus an applicable margin ranging from 2.25% to 3.00%, depending on OpCo’s Net Total Leverage Ratio (as defined in the Credit Facility). The Credit Facility includes a commitment fee on undrawn amounts ranging from 0.375% to 0.50%. The Credit Facility contains customary affirmative and negative covenants, as well as financial covenants requiring maintenance of a minimum Interest Coverage Ratio of 2.75:1.00 and a maximum Net Total Leverage Ratio of 3.50:1.00 (or 4.00:1.00 following a Material Permitted Acquisition (as defined in the Credit Facility)), and contains customary affirmative covenants, negative covenants, and events of default. The Credit Facility remains undrawn, with no letters of credit outstanding, as of the date these financials were able to be issued. DE Flow Contribution On May 15, 2026, concurrently with the closing of the IPO, Double Eagle contributed its interests in DE Flow including the integrated water infrastructure system in the Midland Basin (the "DE Flow System"), to OpCo in exchange for 45,873,930 OpCo Units and a corresponding number of Class B shares (the "DE Flow Contribution"). The value of the consideration transferred was $988.6 million. The DE Flow System consists of produced water gathering systems, saltwater disposal wells, water sourcing and delivery pipelines and recycling facilities, and is capable of handling up to approximately 400 MBbls/d of produced water. The DE Flow Contribution was accounted for as a business combination under ASC 805. The Predecessor was determined to be the accounting acquirer in the DE Flow Contribution. The initial accounting for the DE Flow Contribution was not complete at the time the financial statements were issued due to the limited time between the IPO and the filing of this Quarterly Report of Form 10-Q. As a result, the disclosures required under ASC 805-10-50, Business Combinations, cannot be made at this time. The Company is still gathering the necessary information to provide such disclosures in future filings. Shallow Valley Contribution On May 15, 2026, in connection with the closing of the IPO, the Shallow Valley Owners contributed their interests in the Shallow Valley Ranch, including approximately 41,000 surface acres in the Midland Basin and associated assets, to OpCo in exchange for 21,134,331 OpCo Units and a corresponding number of Class B shares (the "Shallow Valley Contribution"). The value of the consideration transferred was $455.4 million. The Shallow Valley Contribution was accounted for as a business combination under ASC 805. The Predecessor was determined to be the accounting acquirer. The initial accounting for the Shallow Valley Contribution was not complete at the time the financial statements were issued due to the limited time between the IPO and the filing of this Quarterly Report of Form 10-Q. As a result, the disclosures required under ASC 805-10-50, Business Combinations, cannot be made at this time. The Company is still gathering the necessary information to provide such disclosures in future filings. DE Flow WSMA Concurrently with the IPO, OpCo entered into the Water System Management Agreement (the “DE Flow WSMA”) with DEF Operating, LLC (“DEF Operating”), an affiliate of Double Eagle. The DE Flow WSMA governs revenue arrangements with respect to the DE Flow System. The initial term of the DE Flow WSMA is 10 years. Pursuant to the terms of the DE Flow WSMA, OpCo is entitled to a royalty equal to 90% of the net proceeds (gross revenues less costs associated with operating the system) generated by the assets operated by DEF Operating and a minimum annual royalty of $40.0 million for the first five years of the initial term and $10.0 million for the last five years of the initial term. The DE Flow WSMA is supported by an acreage dedication of up to approximately 70,000 acres related to the Company's Midland Basin water infrastructure assets. Pursuant to a put option agreement between Double Eagle and Hydrosource, Double Eagle has the right to sell, and Hydrosource has the obligation to purchase, DEF Operating if Double Eagle undergoes certain change of control events or at any time following five years from the date of the IPO. Hydrosource Recycling Agreement Concurrently with the IPO, OpCo entered into the Produced Water Recycling Rights Agreement (the "Hydrosource Recycling Agreement") with Hydrosource. The Hydrosource Recycling Agreement governs royalty revenue arrangements with respect to recycled water activities on the Company's land. The initial term of the Hydrosource Recycling Agreement is 10 years. Pursuant to the terms of the Hydrosource Recycling Agreement OpCo is entitled to (i) a royalty equal to 31% of the gross selling price for each barrel of recycled water stored, treated, processed, recycled, disposed, purchased or sold the Company's land by Hydrosource less applicable taxes, (ii) a royalty equal to 5% of the gross selling price for each barrel of recycled water sold in New Mexico off of the Company's land, (iii) a $0.04 per barrel transit tariff for volumes of produced water or recycled water transported across the Company's land solely for purposes of transit to a facility located outside of our land, (iv) a royalty equal to 50% of the gross selling price received by Hydrosource less the amount paid to the supplier for produced water sourced pursuant to a long-term agreement that provides Hydrosource access to 3 MMBbls/d of produced water, (v) Hydrosource's payment of 50% of the gross revenue received from the sale of skim oil recovered from the facilities or other operations on our land, (vi) a five-year minimum royalty commitment of $5.0 million per year and (vii) Hydrosource's exclusive option to develop a solid waste facility on the Company's land. Long Term Incentive Plan. On May 13, 2026, the Predecessor, as the sole member of the Company approved a Long-Term Incentive Plan (“LTIP”) for employees, service providers, and directors of the Company, which became effective upon the consummation of the Company’s IPO. The LTIP authorizes up to 13,012,499 Class A shares for issuance and provides the Company’s board of directors (the “Board”) with the authority to offer several different types of long-term incentives, including stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, or substitute awards. On May 20, 2026, the Board authorized the Company’s Chief Executive Officer to grant up to 810,811 restricted stock units (“RSUs”) to current and future employees and service providers of the Company (other than executive officers). As of June 23, 2026, 367,567 RSUs have been granted to certain non-executive employees and service providers under the LTIP. Each RSU represents the right to receive one share of the Company's Class A Shares upon vesting, and the right to receive dividends paid to each Class A shareholder between the grant date and vesting date. The RSUs have vesting terms ranging from to three years. Employee Stock Purchase Plan. On May 13, 2026, the Predecessor, as the sole member of the Company approved an Employee Stock Purchase Plan (“ESPP”), which became effective upon consummation of the Company's IPO. The ESPP authorizes up to 1,377,784 Class A shares for issuance. As of June 23, 2026, there are no awards granted under the plan. IPO Bonuses On May 15, 2026, in connection with the closing of the IPO, as previously disclosed in the final prospectus filed with the SEC on May 14, 2026, the Company granted an aggregate of approximately 3,100,001 Class A shares to certain members of our management team. Based on the IPO price of $18.50 per share, the awards have an aggregate value of approximately $57.4 million subject to tax withholdings. The Company is in the process of finalizing the grant-date fair value. Because the awards were fully vested upon completion of the IPO, the Company expects to recognize the grant-date fair value amount as stock-based compensation expense on the IPO closing date. Pitcock Ranch Land Acquisition On June 17, 2026, Shallow Valley EagleRock Holdco, LLC, a wholly owned subsidiary of EagleRock Land LLC, acquired approximately 642.8 fee surface acres and the related water-handling accessories, including a frac pit, submersible pumps, pressure tanks, corrals, and gates, from Jerrod Pitcock, an individual (“Pitcock Ranch Land Acquisition”), for total cash consideration of approximately $2.0 million. The transaction was funded with cash on hand, and no third-party or related-party debt was incurred in connection with the Acquisition. |
| Lea & Eddy Holdings, LLC | |
| Subsequent Event [Line Items] | |
| Subsequent Events | 12. Subsequent Events Intrepid Acquisition. On April 1, 2026, Hydrosource acquired assets, including approximately 22,000 fee surface acres and 28,000 federal grazing lease acres and the related water rights, contracts and permits from Intrepid-Potash New Mexico, LLC ("Intrepid Acquisition") for total consideration of approximately $70.0 million. The transaction was funded with related party debt resulting in additional term loan principal of $70.0 million and associated debt discount and debt issuance costs of approximately $2.5 million, with a maturity date of December 31, 2027. In connection with the Intrepid Acquisition, the Company evaluated the amendment of its term loan and concluded the change in terms did not result in a significant change in the economics of the debt and thus will be accounted for as a debt modification and not an extinguishment of the debt. As such, the related financing costs of $2.1 million will be recorded as additional debt issuance costs and will be amortized over the term of the credit facility. Additionally, the Company incurred $0.3 million in transaction costs in connection with the Intrepid Acquisition. The assets acquired in the Intrepid Acquisition were not contributed to the Registrant in connection with the IPO and have not been offered to be sold to the Registrant. Deconsolidation of Hydrosource. Immediately prior to the IPO, the Company contributed all interests in Hydrosource to Hydrosource Midstream, LLC (“Hydrosource Midstream”) for no consideration. Hydrosource retained the assets acquired in the Intrepid Acquisition. For the avoidance of doubt, Hydrosource was not contributed to the Registrant in connection with the IPO. Initial Public Offering. On May 4, 2026, the Registrant, EagleRock Land Operating, LLC ("OpCo") and certain contributing entities, including, including the Company (collectively the "Contributors") entered into a Contribution and Assignment Agreement pursuant to which certain contributions and corporate reorganization steps were effected on May 15, 2026 in connection with the upon, the closing of the IPO
In the IPO, the Registrant issued 17,300,000 Class A shares at a price to the public of $18.50 per Class A share. In addition, the Registrant granted the underwriters a 30-day option to purchase up to an additional 2,595,000 Class A shares at the public offering price, less underwriting discounts and commissions, which the underwriters exercised in full on May 16, 2026. The Class A shares began trading on the New York Stock Exchange and NYSE Texas, Inc. under the ticker symbol "EROK" on May 14, 2026, and the IPO closed on May 15, 2026. The underwriters' option closed on May 19, 2026. The Company received net proceeds from the IPO, including the underwriters' option, of approximately $328.5 million, net of underwriting discounts and offering expenses. The Registrant contributed all of the net proceeds from the IPO to OpCo in exchange for newly issued limited liability company interests in OpCo ("OpCo Units") at a per-unit price equal to the per-share price paid by the underwriters for the Registrant's Class A shares in the IPO. OpCo used a portion of the net proceeds from the IPO to repay in full, and terminate, the Predecessor Credit Facility and intends to use the remainder for general corporate purposes.
Corporate Reorganization Concurrently with the closing of the IPO, the following transactions (the Corporate Reorganization) occurred, in substantially the following order • OpCo was formed by the Registrant • Each of the Company, the existing owners of Shallow Valley Ranch (the “Shallow Valley Owners”) and Double Eagle IV Midco, LLC (“Double Eagle”) contributed cash to us in exchange for a total of 109,724,999 Class B shares; • The Company contributed all of its subsidiaries in OpCo in exchange for 42,716,738, OpCo Units and OpCo's assumption of the Predecessor Credit Facility. • Each of the Shallow Valley Owners and Double Eagle contributed certain of their subsidiaries to OpCo in exchange for a total of 21,134,331 OpCo Units and 45,873,930 OpCo Units, respectively; • Each of the Registrant’s and OpCo’s operating agreements was amended and restated to facilitate the IPO; • Pursuant to a Warrant Exercise Agreement, each holder of warrants of the Company (including funds and accounts managed by TCW Asset Management Company LLC, CCLF Holdings (D41) LLC and AWC Aqua, LLC (collectively, the “TCW Entities” and such warrants, the “Predecessor Warrants”)) exercised a portion of its Predecessor Warrants (the “Exercised Warrants”) and forfeited the remaining portion, which were irrevocably cancelled, immediately following which (i) the Company distributed 14,939,952 OpCo Units and a corresponding number of Class B shares to the TCW Entities in redemption of the units of itself received in respect of the Exercised Warrants, (ii) each warrant agreement between the Company and the TCW Entities was terminated and (iii) certain of such TCW Entities merged with one or more newly formed subsidiaries of the Registrant and received one Class A share in exchange for each OpCo Unit (and Class B share) it held, or an aggregate 4,560,688 Class A shares; • The Registrant issued 17,300,000 Class A shares in the IPO to the public, representing 100% of the economic rights in the Registrant, in exchange for the net proceeds of the IPO at a price of $18.50 per Class A share; • The Registrant contributed all of the net proceeds from the IPO to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in the IPO; and • OpCo used the net proceeds from the IPO as described above under “Initial Public Offering.” Sixth Amendment. On May 4, 2026, certain subsidiaries of the Company entered into the Sixth Amendment to the Predecessor Credit Facility (the “Sixth Amendment”). The Sixth Amendment, among other things, (i) provided the lenders’ consent to the IPO, (ii) effected the joinder of OpCo as the new parent under the Predecessor Credit Facility, (iii) released Hydrosource and the Predecessor from their obligations thereunder, with the Fifth Amendment Term Loans (as defined in the Sixth Amendment) being transferred to a separate credit agreement, and (iv) required the establishment of a segregated account with a minimum balance of $270.0 million to be funded from the IPO proceeds. Repayment of the Predecessor Credit Facility. On June 3, 2026, the Registrant repaid the entire balance of the Predecessor Credit Facility with a cash payment of $269.1 million. The unamortized premium balance associated with the Predecessor Credit Facility was derecognized as a result of the facility being paid off. EagleRock Credit Facility. On May 4, 2026, OpCo entered into a credit agreement (the "Credit Facility") with JPMorgan Chase Bank, N.A. as administrative agent, and the lenders party thereto. The Effective Date (as defined in the Credit Facility) of the Credit Facility was June 8, 2026. The Credit Facility provides for a senior secured revolving credit facility in an aggregate principal amount of up to $200.0 million, including a $10.0 million letter of credit sublimit, together with the ability to request increases in the commitments of up to an additional $100.0 million; provided that any such request for an increase must be in a minimum amount of $25.0 million and is limited to a maximum of four such requests. The Credit Facility and all borrowings thereunder will mature on June 8, 2031. Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the borrower’s option, the Term SOFR Rate (as defined in the Credit Facility) or Daily Simple SOFR (as defined in the Credit Facility), plus an applicable margin ranging from 2.25% to 3.00%, depending on OpCo’s Net Total Leverage Ratio (as defined in the Credit Facility). The Credit Facility includes a commitment fee on undrawn amounts ranging from 0.375% to 0.50%. The Credit Facility contains customary affirmative and negative covenants, as well as financial covenants requiring maintenance of a minimum Interest Coverage Ratio of 2.75:1.00 and a maximum Net Total Leverage Ratio of 3.50:1.00 (or 4.00:1.00 following a Material Permitted Acquisition (as defined in the Credit Facility)), and contains customary affirmative covenants, negative covenants, and events of default. The Credit Facility remains undrawn, with no letters of credit outstanding, as of the date these financials were able to be issued. DE Flow Contribution On May 15, 2026, concurrently with the closing of the IPO, Double Eagle contributed its interests in DE Flow including the integrated water infrastructure system in the Midland Basin (the "DE Flow System"), to OpCo in exchange for 45,873,930 OpCo Units and a corresponding number of Class B shares (the "DE Flow Contribution"). The value of the consideration transferred was $988.6 million. The DE Flow System consists of produced water gathering systems, saltwater disposal wells, water sourcing and delivery pipelines and recycling facilities, and is capable of handling up to approximately 400 MBbls/d of produced water. The DE Flow Contribution was accounted for as a business combination under ASC 805. The Company was determined to be the accounting acquirer in the DE Flow Contribution. The initial accounting for the DE Flow Contribution was not complete at the time the financial statements were issued due to the limited time between the IPO and the filing of the Registrant's Quarterly Report of Form 10-Q. As a result, the disclosures required under ASC 805-10-50, Business Combinations, cannot be made at this time. The Registrant is still gathering the necessary information to provide such disclosures in future filings. Shallow Valley Contribution On May 15, 2026, in connection with the closing of the IPO, the Shallow Valley Owners contributed their interests in the Shallow Valley Ranch, including approximately 41,000 surface acres in the Midland Basin and associated assets, to OpCo in exchange for 21,134,331 OpCo Units and a corresponding number of Class B shares (the "Shallow Valley Contribution"). The value of the consideration transferred was $455.5 million. The Shallow Valley Contribution was accounted for as a business combination under ASC 805. The Company was determined to be the accounting acquirer in the Shallow Valley Contribution. The initial accounting for the Shallow Valley Contribution was not complete at the time the financial statements were issued due to the limited time between the IPO and the filing of the Registrant's Quarterly Report of Form 10-Q. As a result, the disclosures required under ASC 805-10-50, Business Combinations, cannot be made at this time. The Registrant is still gathering the necessary information to provide such disclosures in future filings. DE Flow WSMA Concurrently with the IPO, OpCo entered into the Water System Management Agreement (the “DE Flow WSMA”) with DEF Operating, LLC (“DEF Operating”), an affiliate of Double Eagle. The DE Flow WSMA governs revenue arrangements with respect to the DE Flow System. The initial term of the DE Flow WSMA is 10 years. Pursuant to the terms of the DE Flow WSMA, OpCo is entitled to a royalty equal to 90% of the net proceeds (gross revenues less costs associated with operating the system) generated by the assets operated by DEF Operating and a minimum annual royalty of $40.0 million for the first five years of the initial term and $10.0 million for the last five years of the initial term. The DE Flow WSMA is supported by an acreage dedication of up to approximately 70,000 acres related to the Registrant's Midland Basin water infrastructure assets. Pursuant to a put option agreement between Double Eagle and Hydrosource, Double Eagle has the right to sell, and Hydrosource has the obligation to purchase, DEF Operating if Double Eagle undergoes certain change of control events or at any time following five years from the date of the IPO. Hydrosource Recycling Agreement Concurrently with the IPO, OpCo entered into the Produced Water Recycling Rights Agreement (the "Hydrosource Recycling Agreement") with Hydrosource. The Hydrosource Recycling Agreement governs royalty revenue arrangements with respect to recycled water activities on the Registrant's land. The initial term of the Hydrosource Recycling Agreement is 10 years. Pursuant to the terms of the Hydrosource Recycling Agreement OpCo is entitled to (i) a royalty equal to 31% of the gross selling price for each barrel of recycled water stored, treated, processed, recycled, disposed, purchased or sold on the Registrant's land by Hydrosource less applicable taxes, (ii) a royalty equal to 5% of the gross selling price for each barrel of recycled water sold in New Mexico off of the Registrant's land, (iii) a $0.04 per barrel transit tariff for volumes of produced water or recycled water transported across the Registrant's land solely for purposes of transit to a facility located outside of our land, (iv) a royalty equal to 50% of the gross selling price received by Hydrosource less the amount paid to the supplier for produced water sourced pursuant to a long-term agreement that provides Hydrosource access to 3 MMBbls/d of produced water, (v) Hydrosource's payment of 50% of the gross revenue received from the sale of skim oil recovered from the facilities or other operations on our land, (vi) a five-year minimum royalty commitment of $5.0 million per year and (vii) Hydrosource's exclusive option to develop a solid waste facility on the Registrant's land. Long Term Incentive Plan. On May 13, 2026, the Company, as the sole member of the Registrant approved a Long-Term Incentive Plan (“LTIP”) for employees, service providers, and directors of the Registrant, which became effective upon the consummation of the Registrant’s IPO. The LTIP authorizes up to 13,012,499 Class A shares for issuance and provides the Registrant’s board of directors (the “Board”) with the authority to offer several different types of long-term incentives, including stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, or substitute awards. On May 20, 2026, the Board authorized the Registrant’s Chief Executive Officer to grant up to 810,811 restricted stock units (“RSUs”) to current and future employees and service providers of the Registrant (other than executive officers). As of June 23, 2026, 367,567 RSUs have been granted to certain non-executive employees and service providers under the LTIP. Each RSU represents the right to receive one share of the Registrant's Class A Shares upon vesting, and the right to receive dividends paid to each Class A shareholder between the grant date and vesting date. The RSUs have vesting terms ranging from to three years. Employee Stock Purchase Plan. On May 13, 2026, the Company, as the sole member of the Registrant approved an Employee Stock Purchase Plan (“ESPP”), which became effective upon consummation of the Registrant's IPO. The ESPP authorizes up to 1,377,784 Class A shares for issuance. As of June 23, 2026, there are no awards granted under the plan. IPO Bonuses On May 15, 2026, in connection with the closing of the IPO, as previously disclosed in the final prospectus filed with the SEC on May 14, 2026, the Registrant granted an aggregate of approximately 3,100,001 Class A shares to certain members of the Registrant's management team. Based on the IPO price of $18.50 per share, the awards have an aggregate value of approximately $57.4 million subject to tax withholdings. The Company is in the process of finalizing the grant-date fair value. Because the awards were fully vested upon completion of the IPO, the Company expects to recognize the grant-date fair value amount as stock-based compensation expense on the IPO closing date. Pitcock Ranch Land Acquisition On June 17, 2026, Shallow Valley EagleRock Holdco, LLC, a wholly owned subsidiary of EagleRock Land LLC, acquired approximately 642.8 fee surface acres and the related water-handling accessories, including a frac pit, submersible pumps, pressure tanks, corrals, and gates, from Jerrod Pitcock, an individual (“Pitcock Ranch Land Acquisition”), for total cash consideration of approximately $2.0 million. The transaction was funded with cash on hand, and no third-party or related-party debt was incurred in connection with the Acquisition. |