SCHEDULE: ERock Inc. Ownership Update Filed

An amendment to a Schedule 13G filing for ERock, Inc. clarifies beneficial ownership and share exchangeability among key individuals and entities.

Summary

• This filing is an amendment (Amendment No. 1) to a Schedule 13G, correcting previous disclosures regarding the beneficial ownership of ERock, Inc. Class A common stock.
• The correction specifically addresses the allocation of Class B common stock and corresponding Class B membership interests between Walter Thomas McAndrew, Jr. ('W.T. McAndrew') and McAndrew Holdings, Ltd. ('McAndrew Holdings').
• The aggregate beneficial ownership for W.T. McAndrew remains unchanged, but the filing reallocates shares between him and McAndrew Holdings, McAndrew Holdings, LLC, and Jay Willis McAndrew.
• Class B Units of ER Holdings are exchangeable for Class A Shares of ERock, Inc. on a one-for-one basis, with Class B Shares being cancelled upon exchange.
• The filing details the number of shares and percentage of class beneficially owned by W.T. McAndrew (22,587,118 shares, 31.9%) and McAndrew Holdings, McAndrew Holdings, LLC, and Jay Willis McAndrew (each 16,540,099 shares, 25.6%).
• The calculation of beneficial ownership percentages is based on 48,174,023 Class A Shares outstanding as of August 7, 2026, and includes shares obtainable through the exchange of Class B Units within 60 days of the filing date.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily reflecting a correction of prior disclosures rather than new material events. The clarity on beneficial ownership and exchangeability of Class B units is positive for transparency.

Positives

• Increased transparency regarding beneficial ownership of ERock, Inc. Class A common stock.
• Clarification of the exchangeability of Class B Units for Class A Shares, providing insight into potential future share counts.
• Correction of prior reporting errors, ensuring more accurate disclosure to the market.

Negatives

• The filing is an amendment to correct prior errors, indicating a lack of initial accuracy in reporting.
• The reallocation of shares, while not changing aggregate ownership for W.T. McAndrew, could cause minor confusion for investors tracking individual holdings.

Risks

• Potential for confusion or misinterpretation by investors due to the correction of previously filed information.
• The exchangeability of Class B Units into Class A Shares within 60 days could lead to a future increase in outstanding Class A Shares, potentially diluting existing shareholders if not managed effectively.

Future Outlook

The filing indicates that Class B Units are exchangeable for Class A Shares within 60 days of the filing date, suggesting a potential future increase in the number of outstanding Class A Shares.

Management Comments

• This Amendment No. 1 to Schedule 13G (this "Schedule 13G/A No. 1") is being filed to correct the allocation of certain shares of Class B common stock... and corresponding Class B membership interests... between Walter Thomas McAndrew, Jr. ("W.T. McAndrew") and McAndrew Holdings, Ltd. ("McAndrew Holdings"), as reported in the Schedule 13G originally filed on August 14, 2026.
• The filing of this Schedule 13G/A No. 1 shall not be construed as an admission that the Reporting Persons constitute a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or that any such person is the beneficial owner of any securities other than those set forth in this Schedule 13G/A No. 1.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are common for institutional investors and significant shareholders to disclose their ownership stakes. Amendments like this one are typically made to correct errors or update information, aiming to maintain compliance and transparency with regulatory requirements.

Stakeholder Impact

• Shareholders: Increased transparency on beneficial ownership and potential future share count adjustments due to Class B unit exchanges.

Next Steps

• The Class B Units held by W.T. McAndrew and McAndrew Holdings are exchangeable into Class A Shares within 60 days of the filing date.

Key Dates

Keywords

ERock Inc., Schedule 13G, Beneficial Ownership, Class A Common Stock, Class B Shares, Class B Units, Walter Thomas McAndrew Jr., McAndrew Holdings