UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note.
On May 19, 2026, EagleRock Land, LLC (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission (the “Commission”). The Original Report disclosed the consummation of certain restructuring transactions previously announced by the Company (the “Reorganization”), pursuant to that certain Contribution and Assignment Agreement (the “Contribution Agreement”), dated as of May 4, 2026, by and among the Company, EagleRock Land Operating, LLC (“OpCo”) and the Contributors (as defined in the Contribution Agreement), in connection with the Company’s initial public offering. The Reorganization was consummated on May 15, 2026.
This Current Report on Form 8-K/A amends the Original Report to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Original Report remain unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The following historical financial statements of DE IV Flow, LLC are incorporated herein by reference:
| • | The audited combined carve-out financial statements of DE IV Flow, LLC as of and for the years ended December 31, 2025 and 2024, and the related notes thereto, incorporated by reference to pages F-86 through F-104 of the Prospectus filed pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, with the Commission on May 14, 2026 (the “Final Prospectus”). |
| • | The unaudited interim condensed combined carve-out financial statements of DE IV Flow, LLC as of March 31, 2026 and for the three months ended March 31, 2026 and March 31, 2025, and the related notes thereto, attached as Exhibit 99.1 hereto. |
The following historical financial statements of Shallow Valley Ranch are incorporated herein by reference:
| • | The audited combined carve-out financial statements of Shallow Valley Ranch as of and for the years ended December 31, 2025 and 2024, and the related notes thereto, incorporated by reference to pages F-105 through F-119 of the Final Prospectus. |
| • | The unaudited interim condensed combined carve-out financial statements of Shallow Valley Ranch as of March 31, 2026 and for the three months ended March 31, 2026 and March 31, 2025, and the related notes thereto, attached as Exhibit 99.2 hereto. |
| (b) | Pro Forma Financial Information. |
The following unaudited pro forma financial statements of the Company are incorporated herein by reference:
| • | The unaudited pro forma condensed consolidated financial statements of the Company as of and for the year ended December 31, 2025, and the related notes thereto, incorporated by reference to pages F-7 through F-25 of the Final Prospectus. |
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| • | The unaudited pro forma condensed consolidated financial statements of the Company as of and for the three months ended March 31, 2026, and the related notes thereto, attached as Exhibit 99.3 hereto. |
(d) Exhibits.
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SIGNATURE
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.
Date: July 31, 2026
| EAGLEROCK LAND, LLC | ||
| By: | /s/ Greg Pipkin Jr. | |
| Name: | Greg Pipkin Jr. | |
| Title: | Chief Executive Officer | |
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