{"url_path":"/sec/erok/8-k/2026-05-19/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/2104882/0001193125-26-231118-index.html","accession_number":"0001193125-26-231118","cik":"0002104882","ticker":"EROK","issuer_name":"EagleRock Land, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2104882/0001193125-26-231118-index.html","primary_entity_key":"0002104882","primary_entity_name":"EagleRock Land, LLC"},"word_count":271,"has_tables":true,"body_markdown":"**Item 3.02**\n\n**Unregistered Sales of Equity Securities.**\n\nThe information set forth in Item 2.01 hereto under “Contribution Agreement” is incorporated by reference into this Item 3.02. Such transactions\nwere undertaken in reliance on an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.\n\n**Warrant Exercise Agreement**\n\nOn May 15, 2026,\nin connection with the Offering, the Company, OpCo, Lea & Eddy, and the TCW Entities completed certain transactions contemplated by a warrant exercise agreement (the “Warrant Exercise Agreement”), dated as of May 4, 2026,\npursuant to which each holder of warrants of Lea & Eddy (“L&E Warrants”) exercised a portion of its L&E Warrants to purchase units of Lea & Eddy (the “Exercised Warrants”) and forfeited the remaining\nportion of such warrants, which were irrevocably canceled. Immediately following such exercises and forfeitures, (i) Lea & Eddy distributed a number of OpCo Units and a corresponding number of Class B shares to the TCW Entities in\nredemption of the units of Lea & Eddy received in respect of the Exercised Warrants, (ii) each warrant agreement between Lea & Eddy and each holder of the L&E Warrants terminated and (iii) each of the Rollover TCW\nEntities merged with one or more newly formed subsidiaries of the Company and received one Class A share in exchange for each OpCo Unit (and Class B share) held.\n\nThe foregoing description is not complete and is qualified in its entirety by reference to the full text of the Warrant Exercise Agreement, which is attached\nas Exhibit 10.12 to this Current Report on Form 8-K and incorporated in this Item 3.02 by reference."}