Exhibit 99.3

EagleRock Land, LLC

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction

EagleRock Land, LLC (the “Company”, or “EagleRock”) is a Texas limited liability company formed by Lea & Eddy Holdings, LLC (“Predecessor”, or “Lea & Eddy”) on December 1, 2025 to engage in the acquisition and management of surface acreage in the Delaware and Midland sub-basins within the Permian Basin. The following unaudited pro forma condensed consolidated financial statements of the Company reflect the historical results of the Predecessor, on a pro forma basis to give effect to the following transactions, which are defined and described in further detail below, as if they had occurred on March 31, 2026 for purposes of the unaudited pro forma balance sheet, and on January 1, 2025 for purposes of the unaudited pro forma statement of operations:

 

•

the Accelerated Acquisition;

 

•

the exclusion of certain assets and liabilities of Predecessor that were not conveyed to the Company (the “Excluded Assets”);

 

•

the Shallow Valley Contribution;

 

•

the DE Flow Contribution;

 

•

the Up-C Reorganization; and

 

•

the initial public offering of Class A shares of the Company and the use of net proceeds therefrom as described in “Use of Proceeds” (the “Offering”).

The Accelerated Acquisition. On April 14, 2025, Predecessor acquired 100% of the membership interests in Accelerated Water Resources, LLC (the “Accelerated Acquisition”) for a total purchase price of $191.7 million. Predecessor acquired approximately 72,000 surface acres and water infrastructure as part of the Accelerated Acquisition. In connection with the Accelerated Acquisition, Predecessor raised $204.0 million in financing. Predecessor accounted for the Accelerated Acquisition under the acquisition method of accounting

The Shallow Valley Contribution. In connection with the Offering, the Shallow Valley Contribution occurred pursuant to which the existing owners of Shallow Valley Ranch (“Shallow Valley Owners”) contributed Shallow Valley Ranch, including approximately 41,000 surface acres and associated assets, to EagleRock in exchange for OpCo Units representing an initial approximate 19.3% ownership interest in OpCo (“the Shallow Valley Contribution”), prior to the dilutive effect of any other transactions. The Shallow Valley Contribution was accounted for under the acquisition method of accounting.

The DE Flow Contribution. In connection with the Offering, the DE Flow Contribution occurred pursuant to which Double Eagle IV Midco, LLC (“Double Eagle”) contributed DE IV Flow, LLC (“DE Flow”), including certain water infrastructure assets, to EagleRock in exchange for OpCo Units representing an initial approximate 41.8% ownership interest in OpCo (“the DE Flow Contribution”), prior to the dilutive effect of any other transactions. The DE Flow Contribution was accounted for under the acquisition method of accounting. In conjunction with the DE Flow Contribution, DE Flow entered into a Water System Management Agreement (the “DE Flow WSMA”) with DEF Operating.

The Up-C Reorganization. In connection with the Offering, each of Lea & Eddy, the Shallow Valley Owners, and Double Eagle contributed cash to the Company in exchange for Class B shares. Additionally, the Company and Eagle Rock Land Operating, LLC (“OpCo”) amended their operating agreements to facilitate the Offering (the “Up-C Reorganization”).

The Offering. For the purposes of the unaudited pro forma condensed consolidated financial statements, the Offering is defined as the issuance and sale to the public of 17,300,000 Class A shares of the Company, as well as the exercise of the option granted to the underwriters to purchase an additional 2,595,000 Class A shares and the application by the Company of the net proceeds from such issuance. The net proceeds from the sale of Class A shares were $330.4 million, net of underwriting discounts and commissions of $25.8 million and other offering-related expenses payable by the Company, which were approximately $11.9 million based on the initial offering price (excluding costs paid as of March 31, 2026).

 

1

The unaudited pro forma condensed consolidated balance sheet of the Company is based on the unaudited historical consolidated balance sheet of the Predecessor as of March 31, 2026 and includes pro forma adjustments to give effect to the DE Flow Contribution, the Shallow Valley Contribution, the Up-C Reorganization and Offering as if they had occurred on March 31, 2026. There are no pro forma adjustments to give effect to the Accelerated Acquisition since the results of the Accelerated Acquisition are included in the Predecessor historical consolidated balance sheet as of March 31, 2026.

The unaudited pro forma condensed consolidated statement of operations of the Company is based on the audited historical consolidated statement of operations of the Predecessor for the year ended December 31, 2025 and the unaudited historical consolidated statement of operations of the Predecessor for the three months ended March 31, 2026 and includes pro forma adjustments to give effect to the Accelerated Acquisition, the DE Flow Contribution, the Shallow Valley Contribution, Up-C Reorganization and the Offering as if they had occurred on January 1, 2025.

The unaudited pro forma condensed consolidated financial statements have been prepared on the basis that the Company has elected to be taxed as a corporation under the Internal Revenue Code of 1986. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto and with the audited historical consolidated financial statements and related notes of the Predecessor and with the unaudited interim historical consolidated financial statements and related notes of the Predecessor, as well as the other audited historical financial statements of Accelerated, DE Flow and Shallow Valley and the unaudited interim historical financial statements of Accelerated, DE Flow and Shallow Valley.

The pro forma data presented reflect events directly attributable to the described transactions and certain assumptions that the Company believes are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated below or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a public company. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial statements.

Accounting for the Contributions

The purchase price allocation and related adjustments reflected in this unaudited pro forma condensed consolidated financial information are preliminary and subject to revision based on final allocation of the fair value of the net assets after the date of the Final Prospectus. See Note 1: Basis of Presentation for more information.

The contributions are subject to reclassification and transaction accounting adjustments that have not been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purposes of providing unaudited pro forma condensed combined financial information in accordance with SEC rules including Article 11 of Regulation S-X. Differences between these preliminary estimates and the final reclassification and transaction accounting adjustments may be material.

 

2

EagleRock Land, LLC

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

as of March 31, 2026

 

		Historical Lea & Eddy Holdings, LLC				Excluded Assets				Transaction Accounting Adjustments				Formation Related Adjustments				Pro Forma				Up-C Reorganization and Offering				Pro Forma, as adjusted
						(a)								(c)
(in thousands, except unit counts)
ASSETS
Current assets:
Cash and cash equivalents		$	4,118			$	(4,118	)		$	—			$	—			$	—			$	57,736	(d)		$	57,736
Accounts receivable, net			14,934				(3,758	)			—				—				11,176				—				11,176
Accounts receivable—related party			—				—								—				—				—				—
Inventory			308				—				—				—				308				—				308
Prepaid expenses and other current assets			8,499				(8,214	)			—				—				285				(58	) (e)(f)(j)			227
Total current assets			27,859				(16,090	)			—				—				11,769				57,678				69,447
Non-current assets:
Property, plant and equipment, net			55,105				(843	)			—				324,547				378,809				—				378,809
Right-of-use asset, net			1,636				(1,394	)			—				—				242				—				242
Intangible assets, net			187,806				—				—				585,003				772,809				—				772,809
Net investment in sales-type lease			3,225				—				—				—				3,225				—				3,225
Goodwill			—				—				—				552,590				552,590				—				552,590
Deferred offering costs			4,878				—				—				—				4,878				(4,860	) (e)			18
Other noncurrent assets			1,149				(287	)			—				—				862				3,441	(j)			4,303
Total non-current assets			253,799				(2,524	)			—				1,462,140				1,713,415				(1,419	)			1,711,996
Total assets		$	281,658			$	(18,614	)		$	—			$	1,462,140			$	1,725,184			$	56,259			$	1,781,443
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Accounts payable		$	6,161			$	(1,142	)		$	—			$	—			$	5,019			$	(3,047	) (e)		$	1,972
Accounts payable—related party			1,780				(1,670	)			—				15,494				15,604				—				15,604
Accrued liabilities			3,293				(2,306	)			—				—				987				—				987
Current income taxes payable			149				—				—				—				149				—				149
Current deferred revenue			169				—				—				—				169				—				169
Current operating lease liability			608				(513	)			—				—				95				—				95
Current debt—related party			6,900				—				—				—				6,900				(6,900	) (f)			—
Total current liabilities			19,060				(5,631	)			—				15,494				28,923				(9,947	)			18,976
Noncurrent liabilities
Operating lease liability, less current portion			994				(884	)			—				—				110								110
Deferred tax liability, net			10,835				—				—				—				10,835				(10,835	) (i)			—
Deferred revenue, less current portion			99				—				—				—				99				—				99
Long-term debt—related party, less current portion			289,022				—				—				—				289,022				(289,022	) (f)			—
Asset retirement obligations			—				—				—				2,617				2,617				—				2,617
Total noncurrent liabilities			300,950				(884	)			—				2,617				302,683				(299,857	)			2,826
Commitments and Contingencies																			—								—
Equity
Common units (2,095 units authorized, 1,195 units outstanding as of December 31, 2025)			14,016				—				(14,016	) (b)			—				—				—				—
Additional paid in capital—members’ interests			(1	)			—				1	(b)			—				—				—				—

 

The accompanying notes are an integral part of these unaudited pro forma condensed

consolidated financial statements.

 

3

		Historical Lea & Eddy Holdings, LLC				Excluded Assets				Transaction Accounting Adjustments				Formation Related Adjustments				Pro Forma				Up-C Reorganization and Offering				Pro Forma, as adjusted
						(a)								(c)
(in thousands, except unit counts)
Additional paid in capital—warrants—related party			18,416				—				(18,416	) (b)			—				—								—
Additional paid-in capital			—				—				32,431	(b)			1,444,029				1,476,460				(1,476,460	) (g)			—
Accumulated deficit			(70,783	)			(12,099	)			—				—				(82,882	)			82,882	(d)(e)(g)(f)			—
Class A members’ equity			—				—				—				—				—				366,759	(g)			366,759
Class B members’ equity			—				—				—				—				—				—				—
Total shareholders’ and members’ equity attributable to EagleRock Land, LLC			(38,352	)			(12,099	)			—				1,444,029				1,393,578				(1,026,819	)			366,759
Noncontrolling interest			—				—				—				—				—				1,392,882	(g)(h)			1,392,882
Total shareholders’ and members’ equity			(38,352	)			(12,099	)			—				1,444,029				1,393,578				366,063				1,759,641
Total liabilities and equity		$	281,658			$	(18,614	)		$	—			$	1,462,140			$	1,725,184			$	56,259			$	1,781,443

 

The accompanying notes are an integral part of these unaudited pro forma condensed

consolidated financial statements.

 

4

EagleRock Land, LLC

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

for the Three Months Ended March 31, 2026

 

		Historical Lea & Eddy Holdings, LLC, as adjusted				Excluded Assets				Transaction Accounting Adjustments				Formation Related Adjustments				Pro Forma				Up-C Reorganization and Offering				Pro Forma, as adjusted
		(a)				(c)								(f)												(n)
(in thousands)
Revenues
Resource sales		$	18,953			$	(6,629	)		$	—			$	3,096			$	15,420			$	—			$	15,420
Resource sales—related party			126				(126	)			—				387				387				—				387
Resource royalties			—				—				—				—				—				—				—
Resource royalties— related party			—				—				—				—				—				—				—
Surface use related revenues			3,183				—				—				908				4,091				—				4,091
Surface use related revenues—related party			—				—				—				—				—				—				—
Surface use royalties			794				—				—				775				1,569				—				1,569
Surface use royalties—related party			—				—				2,055	(d)			11,718				13,773				—				13,773
Total revenues			23,056				(6,755	)			2,055				16,884				35,240				—				35,240
Cost of sales (exclusive of depreciation and amortization)			4,858				(539	)			—				741				5,060				—				5,060
Related party cost of sales			2,861				(2,861	)			—				—				—				—				—
General and administrative expense			4,588				(1,940	)			—				217				2,865				(2,049	) (m)			816
Related party general and administrative expense			6				(6	)			51	(d)			—				51				—				51
Depreciation and amortization expense			4,591				(108	)			—				11,181				15,664				—				15,664
Gain on investment in sales-type lease			(3,275	)			—				—				—				(3,275	)			—				(3,275	)
Total operating expenses			13,629				(5,454	)			51				12,139				20,365				(2,049	)			18,316
Operating Income (Loss)			9,427				(1,301	)			2,004				4,745				14,875				2,049				16,924
Interest expense			—				—				—	(e)			—				—				(181	) (l)			(181	)
Interest expense—related party			(5,834	)			—				—				—				(5,834	)			5,834	(h)			—
Interest income			—				—				—				—				—				—				—
Income from operations before taxes			3,593				(1,301	)			2,004				4,745				9,041				7,702				16,743
Income tax expense (benefit)			230				—				—				—				230				977	(i)			1,207
Net income (loss)			3,363				(1,301	)			2,004				4,745				8,811				6,725				15,536
Less: net income (loss) attributable to non-controlling interests			—				—				—				—				—				(13,023	) (j)			(13,023	)
Net income (loss) attributable to EagleRock Land, LLC		$	3,363			$	(1,301	)		$	2,004			$	4,745			$	8,811			$	(6,298	)		$	2,513
Net income per share of common stock
Basic																								(k)		$	0.09
Diluted																								(k)		$	0.09
Weighted average common stock outstanding
Basic																								(k)			28,184,518
Diluted																								(k)			28,184,518

 

The accompanying notes are an integral part of these unaudited pro forma condensed

consolidated financial statements.

 

5

EagleRock Land, LLC

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

for the Year Ended December 31, 2025

 

		Historical Lea & Eddy Holdings, LLC, as adjusted				Historical Accelerated Water Resources, LLC for the period January 1, 2025 through April 14, 2025, as adjusted				Excluded Assets				Transaction Accounting Adjustments				Formation Related Adjustments				Pro Forma				Up-C Reorganization and Offering				Pro Forma, as adjusted
		(a)				(b)				(c)								(f)												(n)
(in thousands)
Revenues
Resource sales		$	54,670			$	23,446				(25,017	)		$	—			$	11,419			$	64,518			$	—			$	64,518
Resource sales—related party			509				—				(509	)			—				1,800				1,800				—				1,800
Resource royalties			—				—				—				—				—				—				—				—
Resource royalties— related party			—				—				—				—				—				—				—				—
Surface use related revenues			13,667				4,661				(3,960	)			—				7,555				21,923				—				21,923
Surface use related revenues—related party			—				—				—				—				—				—				—				—
Surface use royalties			3,327				901				(581	)			—				2,267				5,914				—				5,914
Surface use royalties—related party			—				—				—				7,889	(d)			40,000				47,889				—				47,889
Total revenues			72,173				29,008				(30,067	)			7,889				63,041				142,044				—				142,044
Cost of sales (exclusive of depreciation and amortization)			20,863				4,454				(4,092	)			—				5,255				26,480				—				26,480
Related party cost of sales			10,207				—				(10,207	)			—				—				—				—				—
General and administrative expense			9,834				738				(3,004	)			—				309				7,877				71,491	(g)			79,368
Related party general and administrative expense			235				—				(235	)			205	(d)			—				205				—				205
Depreciation and amortization expense			14,984				1,439				(347	)			—				44,723				60,799				—				60,799
Gain on sale of property, plants and equipment, net			(2,067	)			174				—				—				(1,940	)			(3,833	)			—				(3,833	)
Total operating expenses			54,056				6,805				(17,885	)			205				48,347				91,528				71,491				163,019
Operating Income (Loss)			18,117				22,204				(12,182	)			7,684				14,694				50,516				(71,491	)			(20,975	)
Interest expense			—				(2	)			—				2	(e)			—				—				(723	) (l)			(723	)
Interest expense—related party			(21,185	)			—				—				—				—				(21,185	)			21,185	(h)			—
Interest income			—				109				—				—				—				109				—				109
Loss on extinguishment of debt			(70,001	)			—				—				—				—				(70,001	)			64,878	(h)			(5,123	)
Income from operations before taxes			(73,069	)			22,311				(12,182	)			7,686				14,694				(40,561	)			13,849				(26,712	)
Income tax expense (benefit)			2				—				—				—				—				2				(2	) (i)			—
Net income (loss)			(73,071	)			22,311				(12,182	)			7,686				14,694				(41,563	)			13,851				(26,712	)
Less: net income (loss) attributable to non-controlling interests			—				—				—				—				—				—				21,146	(j)			21,146
Net income (loss) attributable to EagleRock Land, LLC		$	(73,071	)		$	22,311			$	(12,182	)		$	7,686			$	14,694			$	(41,563	)		$	34,997			$	(5,566	)
Net income per share of common stock
Basic																												(k)		$	(0.20	)
Diluted																												(k)		$	(0.20	)
Weighted average common stock outstanding
Basic																												(k)			27,690,825
Diluted																												(k)			27,690,825

 

The accompanying notes are an integral part of these unaudited pro forma condensed

consolidated financial statements.

 

6

EagleRock Land, LLC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

The pro forma condensed consolidated financial information has been prepared by the Company in accordance with Article 11 of Regulation S-X. For purposes of the unaudited pro forma condensed consolidated balance sheet, it is assumed that the DE Flow Contribution, the Shallow Valley Contribution, the Up-C Reorganization and the Offering occurred on March 31, 2026. For purposes of the unaudited pro forma condensed consolidated statement of operations, it is assumed the Accelerated Acquisition, the DE Flow Contribution, the Shallow Valley Contribution, the Up-C Reorganization and the Offering occurred on January 1, 2025.

The unaudited pro forma condensed consolidated financial information was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of Accelerated, DE Flow and Shallow Valley. As such, assets of the subsidiaries contributed by the Predecessor will be recorded by the Company at their historical carrying value while the assets associated with the Shallow Valley Contribution and DE Flow Contribution will be recognized at their acquisition-date fair values.

The results of operations of Accelerated Water Resources, LLC (“Accelerated”) from January 1, 2025 to April 14, 2025 (the date of the Accelerated Acquisition) are included in the condensed consolidated pro forma statement of operations for the year ended December 31, 2025 in order to give effect to the Accelerated Acquisition as if it had occurred on January 1, 2025. The results of Accelerated are included in the results of the Predecessor for the period April 15, 2025 to December 31, 2025. There is no adjustment made to the condensed consolidated pro forma balance sheet for the Accelerated Acquisition, as the assets and liabilities of Accelerated are included in the results of the Predecessor as of March 31, 2026.

The transaction accounting adjustments represent Company management’s best estimates and are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances; however actual results may differ from estimates.

Our management has identified certain reclassification adjustments given all currently available information related to the DE Flow Contribution and Shallow Valley Contribution, which would be necessary to conform the presentation of its financial statements or accounting policies to those of the Company. Refer to Note 3(c)(1) and Note 4(f)(1) below for additional information.

Note 2: Purchase Price

We accounted for the Accelerated Acquisition as a business combination in accordance with ASC 805, as the transaction met the definition of businesses under generally accepted accounting principles in the United States of America (“GAAP”). Accordingly, the identifiable assets acquired and liabilities assumed were recognized at their acquisition-date fair values. The total consideration transferred was measured at the fair value of the consideration exchanged with the sellers. The purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values in accordance with ASC 805-20. There was no excess of consideration transferred over the fair value of the identifiable net assets acquired and, as such, no goodwill was recognized.

We accounted for the Shallow Valley Contribution and the DE Flow Contribution as business combinations in accordance with ASC 805, as the transactions preliminarily meet the definition of businesses under GAAP and this preliminary conclusion could materially impact results. Accordingly, the identifiable assets acquired and liabilities assumed are recognized at their acquisition-date fair values. The total consideration transferred is measured at the fair value of the consideration exchanged with the sellers. The purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values in accordance with ASC 805-20. Any excess of the consideration transferred over the fair value of the identifiable net assets acquired, if applicable, is recognized as goodwill.

 

7

The determination of fair value used in the Shallow Valley Contribution and DE Flow Contribution transaction adjustments presented herein are preliminary and based on management estimates of the fair value of the assets acquired and have been prepared to illustrate the estimated effect of the respective transactions. The final determination of the purchase price allocation will depend on a number of factors that cannot be predicted with certainty at this time. Therefore, the actual purchase price allocation for each transaction may differ from the transaction accounting adjustments presented in these unaudited condensed pro forma statements.

Note 3: Pro Forma Adjustments—Unaudited Pro Forma Condensed Consolidated Balance Sheet

The Company made the following adjustments in the preparation of the unaudited pro forma condensed consolidated balance sheet as of March 31, 2026.

 

(a)

Adjustments to reflect the Excluded Assets that will be retained by the Predecessor’s Owner, and thus will not be contributed to the Company.

 

(b)

Adjustment to reflect, pursuant to the Warrant Exercise Agreement, the exercise and partial forfeiture of the L&E Warrants by the TCW Entities, the termination of each Warrant Agreement and the immediate issuance of OpCo Units to the TCW Entities and the owners of Lea & Eddy.

 

(c)

Adjustments to reflect the total effect of the DE Flow Contribution and the Shallow Valley Contribution on the pro forma condensed consolidated balance sheet, as follows:

 

		Historical DE Flow, as adjusted				Transaction Accounting Adjustments				Historical Shallow Valley, as adjusted				Transaction Accounting Adjustments				Total
		(1)								(1)
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	—			$	—			$	—			$	—			$	—
Accounts receivable, net			522				(522	) (3)			2,310				(2,310	) (3)			—
Accounts receivable—related party			—				—				—				—				—
Inventory			1,424				(1,424	) (3)			—				—				—
Prepaid expenses and other current assets			1,667				(1,667	) (3)			—				—				—
Total current assets			3,613				(3,613	)			2,310				(2,310	)			—
Non-current assets:
Property, plant and equipment, net of accumulated depreciation			71,477				6,699	(2)			92,805				153,566	(4)			324,547
Right-of-use assets, net			—				—				—				—				—
Intangible assets, net			—				448,797	(2)			—				136,206	(4)			585,003
Goodwill			—				472,646	(2)			—				79,944	(4)			552,590
Deferred offering costs			—				—				—				—				—
Other noncurrent assets			—				—				—				—				—
Total non-current assets			71,477				928,142				92,805				369,716				1,462,140
Total assets		$	75,089			$	924,529			$	95,115			$	367,406			$	1,462,140
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Accounts payable			—				—				169				(169	) (3)			—
Accounts payable—related party			—				8,418	(2)			—				7,076	(4)			15,494
Accrued liabilities			3,521				(3,521	) (3)			—				—				—
Current income taxes payable			—				—				—				—				—
Current deferred revenue			—				—				144				(144	) (3)			—
Current operating lease liability			—				—				—				—				—
Current debt—related party			—				—				—				—				—
Total current liabilities			3,521				4,897				313				6,763				15,494
Noncurrent liabilities
Operating lease liability, less current portion			—				—				—				—				—
Deferred tax liability, net			121				(121	) (2)			—				—				—

 

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		Historical DE Flow, as adjusted				Transaction Accounting Adjustments				Historical Shallow Valley, as adjusted				Transaction Accounting Adjustments				Total
		(1)								(1)
(in thousands)
Deferred revenue, less current portion			—				—				—				—				—
Long-term debt – related party, less current portion			—				—				—				—				—
Asset retirement obligations			2,617				—				—				—				2,617
Total noncurrent liabilities			2,738				(121	)			—				—				2,617
Commitments and Contingencies
Equity
Common units (2,095 units authorized, 1,195 units outstanding as of March 31, 2026)			—				—				—				—				—
Additional paid in capital—members’ interests			—				—				—				—				—
Additional paid in capital—warrants—related party			—				—				—				—				—
Additional paid in capital			—				988,583	(2)			—				455,445	(4)			1,444,029
Accumulated deficit			68,830				(68,830	) (2)			94,802				(94,802	) (4)			—
Class A members’ equity			—				—				—				—				—
Class B members’ equity			—				—				—				—				—
Total shareholders’ and members’ equity attributable to EagleRock Land, LLC			68,830				919,753				94,802				360,643				1,444,029
Noncontrolling interest			—				—				—				—				—
Total shareholders’ and members’ equity			68,830				919,753				94,802				360,643				1,444,029
Total liabilities and equity			75,089				924,529				95,115				367,406				1,462,140

(1)

The columns represent the historical audited balance sheets of DE Flow and Shallow Valley, presented elsewhere in this filing, as adjusted to reflect reclassifications necessary to conform with the Company’s presentation going forward. Such amounts are reflected in the “Historical DE Flow, as adjusted” and “Historical Shallow Valley, as adjusted” columns:

 

Historical DE Flow		EagleRock Land, LLC		Reclassified Balances
Balance Sheet FSLI				(in thousands)
Insurance receivable		Prepaid expenses and other current assets			1,642
Sourced water inventory		Inventory			1,424
Other assets		Prepaid expenses and other current assets			25
Accrued capital expenditures		Accrued liabilities			2,978
Net parent investment		Accumulated deficit			68,830
Historical Shallow Valley		EagleRock Land, LLC		Reclassified Balances
Balance Sheet FSLI				(in thousands)
Property, plant and equipment, net of accumulated depreciation		Property, plant and equipment, net			28,909
Land		Property, plant and equipment, net			63,896
Accounts payable and accrued liabilities		Accounts payable			169
Deferred revenue		Current deferred revenue			144
Net investment		Accumulated deficit			94,802

 

(2)	Adjustments to reflect changes associated with the DE Flow Contribution in exchange for OpCo Units representing an initial approximate 41.8% ownership interest in OpCo, prior to the dilutive effect of any other transactions.

A summary of the consideration transferred, and the fair value of the assets and liabilities acquired in connection with the DE Flow Contribution is as follows (in thousands, except for unit counts):

 

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Value of the 45,873,930 units of OpCo to be issued in exchange for the DE Flow Contribution (based on the closing price of $21.55 per Class A share)		$	988,583
Fair value of assets acquired:
Fair value of property, plant and equipment, net			78,175
Fair value of customer contracts			448,797
Asset retirement obligations			(2,617	)
Reimbursement payable			(8,418	)
Goodwill			472,646
Total net assets acquired		$	988,583

The Company used $21.55 as the value of each OpCo unit, as this was the price the Class A shares closed at on May 15, 2026 which was the closing date of the DE Flow Contribution. As each OpCo unit (along with a corresponding Class B share) can be exchanged for one Class A share, the Company determined that $21.55 was the best evidence of fair value for the OpCo units as of the closing date of the DE Flow Contribution.

 

(3)	Adjustments to reflect balances that were not contributed to the Company as part of the Shallow Valley Contribution and DE Flow Contribution.

(4)	Adjustments to reflect changes associated with the Shallow Valley Contribution in exchange for OpCo Units representing an initial approximate 19.3% ownership interest in OpCo, prior to the dilutive effect of any other transactions.

A summary of the consideration transferred, and the fair value of the assets and liabilities acquired in connection with the Shallow Valley Contribution is as follows (in thousands, except for unit counts):

 

Value of the 21,134,331 units of OpCo to be issued in exchange for the Shallow Contribution (based on the closing price of $21.55 per Class A share)		$	455,445
Fair value of assets acquired:
Fair value of property, plant and equipment, net			246,371
Fair value of intangible assets			136,206
Reimbursement payable			(7,076	)
Goodwill			79,944
Total net assets acquired		$	455,445

The Company used $21.55 as the value of each OpCo unit, as this was the price the Class A shares closed at on May 15, 2026 which was the closing date of the Shallow Valley Contribution. As each OpCo unit (along with a corresponding Class B share) can be exchanged for one Class A share, the Company determined that $21.55 was the best evidence of fair value for the OpCo units as of the closing date of the Shallow Valley Contribution.

 

(d)

Adjustments to reflect the gross proceeds from the issuance and sale of 17,300,000 Class A shares at the initial public offering price of $18.50 per share, net of underwriting discounts and commissions and additional estimated expenses related to the Offering as well as the exercise of the underwriter’s option to purchase an additional 2,595,000 Class A shares at the initial public offering price of $18.50. Adjustments also reflect the issuance of Class B shares to the Lea & Eddy, Double Eagle and Shallow Valley Owners related to the Up-C Reorganization.

The following table provides a reconciliation of the pro forma cash expected to be received and used in connection with the consummation of the Offering and the net proceeds from the Offering as disclosed in the Final Prospectus (in thousands):

 

Gross proceeds from the Offering		$	368,058
Estimated underwriting discounts and commissions			25,764
Issuance expenses (1)			11,936
Pro forma cash received from the Offering		$	330,358
Repayment of Predecessor Credit Facility (2)			(263,343	)
Payment of Credit Facility debt issuance costs(3)			(9,279	)
Net pro forma cash provided by the Offering		$	57,736

(1)

Excludes $1.8 million of expenses paid as of March 31, 2026.

(2)

Refer to Note (f) below for additional information.

 

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(3)

Includes debt issuance costs of $3.5 million incurred to enter into the Credit Facility. Refer to Note 3(j) for more information.

 

(e)

Represents the offsetting of $1.8 million of deferred offering costs from Deferred offering costs and $3.0 million from Accounts payable against proceeds from the Offering.

(f)

Represents a $263.3 million pay down of the Predecessor Credit Facility, consisting of $256.3 million of the term loan and $7.0 million of the revolver, the write-off of debt premium of $32.6 million and prepaid interest of $0.1 million within Prepaid expenses and other current assets, and additional payments to paydown the Predecessor Credit Facility.

(g)

Adjustments to members’ equity reflecting (i) $366.8 million for Class A shares outstanding following this offering and application of the net proceeds therefrom calculated as the 20.8% controlling interest in OpCo’s pro forma, as adjusted members’ equity as of March 31, 2026 and (ii) a decrease of $1,392.9 million in members’ equity to allocate a portion of the Company’s equity to the non-controlling interest described in Note (h) below.

(h)

Adjustments to non-controlling interest due to consolidation of financial results of OpCo. The Company will initially have a minority economic interest in OpCo, but will have control over the management of OpCo. Therefore, we consolidated the financial results of OpCo and will report a non-controlling interest on our consolidated balance sheet for the percentage of OpCo units not held by the Company. Upon completion of the contemplated transactions, the non-controlling interest is expected to own approximately 79.2% of OpCo.

 

Pro forma members’ equity as of March 31, 2026		$	1,393,578
Gain on extinguishment of debt			26,701
IPO bonus compensation expense			(57,350	)
RSU share-based compensation expense			(14,243	)
Pro forma members’ equity as of March 31, 2026, adjusted		$	1,348,686
Gross proceeds from the Offering			368,058
Remeasurement of deferred tax liability			10,835
IPO bonus share issuance			57,350
RSU share-based compensation expense			14,243
Underwriting discounts and offering costs (1)			(39,530	)
Pro forma, as adjusted OpCo members’ equity as of March 31, 2026		$	1,759,641
Estimated noncontrolling interest percentage of EagleRock Land, LLC			79.2	%

(1)

Includes offering costs paid as of March 31, 2026.

(i)

Adjustments to reflect the estimated change in long-term deferred tax liabilities for temporary differences between the historical cost basis and tax basis of the Company’s assets and liabilities assuming the Company’s status as a subchapter C corporation. Adjustments result in a deferred tax asset offset by an equivalent valuation allowance. Deferred income tax adjustments arising from fair value adjustments have been estimated at the expected tax rate of approximately 26.25% in the unaudited pro forma condensed consolidated statement of operations. Adjustments are based on information currently available, using applicable assumptions and estimates. Actual results are subject to change, which could be material.

(j)

Adjustments to reflect the debt issuance costs of $3.5 million related to a new credit facility (the “Credit Facility”) the Company expects to enter into following completion of this Offering and the associated repayment and termination of the Predecessor Credit Facility.

Note 4: Pro Forma Adjustments—Unaudited Pro Forma Condensed Consolidated Statement of Operations

The Company made the following adjustments in the preparation of the unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2026, and the year ended December 31, 2025.

 

(a)

The column represents the historical audited and unaudited activity of Lea & Eddy, presented elsewhere in this filing, as adjusted to reflect reclassification necessary to conform with the Company’s presentation going forward. Such amounts are reflected in the “Historical Lea & Eddy, LLC, as adjusted” column.

 

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