EagleRock Land LLC-A美股招股说明书(2026-05-14版)

EagleRock Land, LLC 17,300,000 Class A SharesRepresenting Limited Liability Company Interests This is the initial public offering of ClassA shares representing limited liability company interests (“ClassA shares”) of EagleRock Land, LLC, aTexas limited liability company (“EagleRock,” the “Company,” “we,” “us,” or “our”). We have elected to be treated as a corporation for U.S. federal incometax purposes. The initial public offering price for our ClassA shares is $18.50 per ClassA share. We have been authorized to list our ClassA shares on the NewYork Stock Exchange (the “NYSE”) and NYSE Texas, Inc. (“NYSE Texas”) under the symbol “EROK.” Following this offering, we will have two classes of authorized equity securities outstanding: ClassA shares and ClassB shares representinglimited liability company interests (“ClassB shares” and, together with ClassA shares, “common shares”). Our ClassB shares have no economic rightsbut entitle holders to one vote per ClassB share on all matters to be voted on by shareholders generally. Holders of ClassA shares and ClassB shareswill vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable lawor by our LLC Agreement (as defined herein). Our outstanding ClassA shares and ClassB shares will represent approximately 19.2% and 80.8%,respectively, of the total voting power of our outstanding common shares immediately following this offering, assuming no exercise of the underwriters’option to purchase additional ClassA shares, with our Existing Owners (as defined herein) owning approximately 72.8% of such total voting power,without giving effect to any purchases that any of our affiliates may make through the directed share program. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and, as such, we have electedto take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Please see the sections titled “RiskFactors” and “Summary—Emerging Growth Company and Smaller Reporting Company Status.” Immediately following this offering, our Existing Ownerswill collectively own approximately 72.8% of the total voting power of our outstanding common shares (or approximately 71.4% if the underwritersexercise their option to purchase additional Class A shares in full), and will agree with us, pursuant to the terms of Voting Agreements (as defined herein),to vote in favor of all director nominees recommended for election by our board of directors. As a result, we expect to be a “controlled company” within themeaning of the NYSE and NYSE Texas rules and will qualify for and intend to rely on exemptions from certain corporate governance requirements. See“Management—Status as a Controlled Company” for additional information. Investing in our ClassA shares involves risks. See “Risk Factors” beginning on page51 of this prospectus to read about factors you shouldconsider before investing in our ClassA shares. Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Underwriting discount(1) (1)See “Underwriting” for a description of compensation payable to the underwriters. We have granted the underwriters the option to purchase, exercisable within 30 days from the date of this prospectus, up to 2,595,000 additionalClassA shares from us, at the public offering price less the underwriting discounts. At our request, the underwriters will reserve up to 10% of the Class A shares for sale at the public offering price through a directed share programto certain individuals associated with us. See “Underwriting—Directed Share Program.” The underwriters expect to deliver the ClassA shares to purchasers on or about May15, 2026 through the book-entry facilities of The DepositoryTrust Company. J.P.MorganRaymond JamesTexasCapitalSecurities GoldmanSachs&Co.LLCPiper SandlerPickeringEnergyPartners Barclays StephensInc. Table of Contents TABLE OF CONTENTS SummaryRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyCapitalizationDilutionManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusinessManagementExecutive CompensationCorporate ReorganizationSecurity Ownership of Certain Beneficial Owners and ManagementCertain Relationships and Related Party TransactionsDescription of SharesOur LLC AgreementShares Eligible for Future SaleMaterial U.S. Federal Income Tax Considerations for Non-U.S. HoldersCertain ERISA ConsiderationsUnderwritingLegal MattersExpertsWhere You Can Find More InformationGlossary of Certain Industry TermsIndex to Financial Statements Table of Contents BASIS OF PRESENTATION This is the initial public offering