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Nature of Operations
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations
1.
NATURE OF OPERATIONS

ERock, Inc. (the “Company” or “ERock”) was incorporated as a Delaware corporation on January 20, 2026 as Enchanted Rock, Inc. Effective March 17, 2026, the Company amended its certificate of incorporation to change its name to ERock, Inc. Unless otherwise indicated, the historical financial information presented in this document is that of Enchanted Rock Holdings, LLC (“ER Holdings”). ER Holdings, together with its subsidiaries, is the predecessor to ERock.

The Company designs, deploys, sells, operates, and maintains multi-purpose distributed power generation systems utilizing proprietary, low-emission, quick-response natural gas-fueled generators and embedded software technology. Its offerings include the design, permitting, and installation of modular power systems, as well as ongoing operations and maintenance and asset management services. These systems support a range of customer applications, including bridge power, backup power, and dispatchable power solutions.

The Company primarily serves data centers, utilities, and commercial and industrial customers across the United States. Its principal markets span nine states, with its largest operating presence in California and Texas, where demand is driven in part by growth in data center and related infrastructure needs.

The Company manufactures key components of its power systems, including proprietary natural gas engines and generators, at facilities located in Houston, Texas, and deploys its systems throughout its U.S. operating footprint.

Initial Public Offering and Reorganization

On June 11, 2026, ERock successfully completed an initial public offering (“IPO”) of 27,906,977 shares of its Class A common stock (the “Class A common stock”) for gross cash consideration of $21.50 per share. The IPO generated net proceeds of $554.0 million after deducting the underwriting discounts and commissions of approximately $37.5 million and offering expenses of approximately $8.5 million. The Company used $184.7 million of the net proceeds to (i) purchase Class B Units (as defined below) from certain pre-IPO owners of ER Holdings (including Energy Impact Fund (FT-D) LP and certain of our current and former directors and executive officers) totaling $156.9 million, and (ii) make a cash payment of $27.8 million to Energy Impact Fund (FT-B) LP in connection with its merger consummated in connection with the IPO pursuant to which it first became a wholly-owned subsidiary of the Company and was then merged into the Company. The Company used a portion of the remaining $369.3 million of the net proceeds to purchase 18,604,652 Class A Units from ER Holdings at a per interest purchase price equal to the per share price paid by the underwriters for our Class A common stock in the IPO. Subsequently, ER Holdings used a portion of the net proceeds of such purchase to repay approximately $30.0 million of the outstanding indebtedness under the 2025 Term Loan (as defined below) and a $3.0 million prepayment fee.

In connection with the IPO, ER Holdings amended and restated its limited liability company agreement to, among other things, (i) recapitalize all existing ownership interests in ER Holdings into three classes of common units and (ii) appoint ERock as the sole managing member of ER Holdings upon or prior to its acquisition of LLC interests of ER Holdings (“LLC Interests”) in connection with the IPO.

Simultaneously with the IPO, ERock amended and restated its certificate of incorporation to, among other things, provide for (i) 800,000,000 authorized shares of Class A common stock at a par value of $0.01 per share, (ii) 350,000,000 authorized shares of Class B common stock (the "Class B common stock") at a par value of $0.01 per share and (iii) 20,000,000 authorized shares of preferred stock at a par value of $0.01 per share. Each share of Class A common stock and Class B common stock is entitled to one vote per share on all matters presented to our stockholders generally. As a result, ERock became a holding company and the sole manager of ER Holdings, with no material assets other than the ownership of its LLC Interests.

Simultaneously with the IPO, ERock Holdings, Ltd. was liquidated by distributing LLC Interests to certain pre-IPO holders of common and/or preferred interests in ER Holdings (the “Continuing Equity Unitholders”). ERock acquired the LLC Interests held by certain Continuing Equity Unitholders in exchange for 48,174,023 shares of its Class A common stock. After giving effect to the use of proceeds from the IPO, ERock issued 171,226,057 shares of Class B common stock to the Continuing Equity

Unitholders, which is equal to the number of LLC Interests held by such Continuing Equity Unitholders, for nominal consideration.

Simultaneously with the IPO, ER Holdings recapitalized its outstanding Compensatory Units held by certain current or former employees of ER Holdings (the “Continuing Profits Interest Unitholders”) into Class M membership interests in ER Holdings (the “Class M Units”). Following the recapitalization, there were 57,065,274 Class M Units outstanding which are exchangeable into Class A common stock, subject to threshold valuation amounts, vesting schedules, and exchange windows. As of June 30, 2026, 52,372,703 shares of Class A common stock were reserved for issuance upon the exchange of Class B Units issued upon conversion of 57,065,274 Class M Units, based on the estimated exchange ratio of Class M Units to Class B Units at the end of the period.