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EagleRock Land, LLC

For the period ended Mar 31, 2026. Filed Jun 23, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Jun 23, 2026

EROK$21.24+7.4%Stored close · as of Nov 9, 2026

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Unaudited Notes to Balance Sheets

Notes to the Unaudited Balance Sheets

The Company

Organization

EagleRock Land, LLC ("EagleRock" or the "Company”) was formed as a Texas limited liability company on December 1, 2025. Prior to the IPO (as defined below) Lea & Eddy Holdings, LLC (the "Predecessor") was the sole member of the Company. The Company was capitalized with a deemed non-cash contribution of $1,000 by the Predecessor on December 1, 2025.

On May 4, 2026, the Company, EagleRock Land Operating, LLC ("OpCo") and certain contributing entities (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 closing of EagleRock's proposed initial public offering (the “IPO”).

In the IPO, the Company issued 17,300,000 Class A shares representing limited liability company interests ("Class A shares") at a price to the publicof $18.50 per share. In addition, EagleRock 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 theunderwriters exercised in full on May 16, 2026. Concurrently with the closing of the IPO, (i) all interests in the subsidiaries of the Predecessor, DE IV Flow LLC ("DE Flow") and the Shallow Valley Ranch (the "Shallow Valley Ranch ") were contributed to OpCo in exchange for limited liability company interests in OpCo and (ii) cash was contributed to the Company by such contributors in exchange for a corresponding number of the Company's Class B shares representing limited liability company interests ("Class B shares"). Refer to Note 5 – Subsequent Events for more information.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption is required for private companies. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenues, or more than $700.0 million in market value of our common units held by non-affiliates or issue more than $1.0 billion of non-convertible debt securities over athree-year period.

Summary of Significant Accounting Policies

Basis of Accounting

The accompanying unaudited balance sheets of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company's annual audited financial statements and accompanying notes for the year ended December 31, 2025, included within the Company’s final prospectus filed with the SEC on May 14, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Separate Statements of Operations, Changes in Member's Interest and Cash Flows have not been presented because there have been no transactions since incorporation except for the initial capitalization. We have concluded that general and administrative costs associated with the formation of the Company are insignificant.

The Company has elected to be treated as a corporation for U.S. federal income tax purposes and is subject to U.S. federal and state income taxes. The Company provides for income tax expense based on the liability method of accounting for income taxes. Deferred tax assets and liabilities are recorded based upon differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. As of March 31, 2026 and December 31, 2025, there areno income tax related balances reflected in our balance sheets.

Commitments and Contingencies

From time to time the Company enters into certain commitments in the normal course of business and is a party to litigation or other legal proceedings that the Company considers to be part of the ordinary course of business. The Company is currently not involved in any legal proceedings that it considers probable or reasonably possible, individually or in aggregate, to result in a material adverse effect on its financial condition, results of operations or liquidity.

Members’ Equity

Prior to the IPO, the Predecessor held 100% of the limited liability company interests of the Company. The Predecessor’s limited liability company interests were generally consistent with ordinary equity ownership interests. The Company was capitalized with a deemed non-cash contribution of $1,000 from the Predecessor on December 1, 2025.

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 EagleRock’s and OpCo’s operating agreements was amended and restated to facilitate the IPO

Pursuantto 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 IPOto the public, representing 100% of the economic rights in the Company, in exchange for the net proceeds of the IPOat 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

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 offour 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) afive-year minimum royalty commitment of $5.0 million per year and (vii) Hydrosource'stwo-year 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 fromone tothree 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 areno 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.

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