{"url_path":"/sec/erok/8-k/2026-05-19/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","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":1158,"has_tables":true,"body_markdown":"**Item 5.02**\n\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;\nCompensatory Arrangements of Certain Officers.**\n\n**Appointment of Directors**\n\nPrior to the Offering, Greg Pipkin Jr. served as the Company’s sole director. On May 13, 2026, the Board was enlarged, Richard H. Coats was\nappointed as chairman of the Board, and Raj Kumar, Jeff S. Lott, James C. Nelson, Stephanie Reed and Michael Wallace were appointed as members of the Board.\n\nBiographical information for Greg Pipkin Jr., Richard H. Coats, Raj Kumar, Jeff S. Lott, James C. Nelson, Stephanie Reed and Michael Wallace is set forth in\nthe Prospectus under the caption “Management” and is incorporated herein by reference.\n\nMessrs. Kumar and Nelson and Ms. Reed will\ninitially serve as members of the Board’s Audit Committee, with Mr. Kumar serving as chair of the Audit Committee.\n\nBased upon information\nrequested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board determined that each of Messrs. Kumar and Nelson and Ms. Reed does not have any relationships\nthat would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the\nCommission and the listing requirements of the NYSE and NYSE Texas. Except as previously disclosed in the Registration Statement and the Prospectus, there are no transactions in which Greg Pipkin Jr., Richard H. Coats, Raj Kumar, Jeff S. Lott, James\nC. Nelson, Stephanie Reed and Michael Wallace have an interest requiring disclosure under Item 404(a) of Regulation S-K.\n\n7\n\n**Indemnification Agreements**\n\nOn May 13, 2026, in connection with the Offering, the Company entered into indemnification agreements with each of its directors and officers (the\n“Indemnification Agreements”). The Indemnification Agreements require, among other things, the Company to indemnify each such individual to the fullest extent permitted by law against liabilities that may arise by reason of such\nindividual’s service to the Company, and to advance or pay expenses incurred as a result of any proceeding against such individual as to which he or she could be indemnified.\n\nThe foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is\nattached as Exhibit 10.13 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.\n\n**EagleRock Land, LLC Long Term Incentive Plan**\n\nThe\nCompany adopted the Long Term Incentive Plan (the “LTIP”) effective as of May 15, 2026 for the benefit of employees, directors and consultants of the Company. The LTIP provides for the grant of all or any of the following types of\nawards: options, share appreciation rights, restricted shares, restricted share units, share awards, dividend equivalents, other share-based awards, cash awards and substitute awards intended to align the interests of service providers (including\nthe Company’s executive officers) with those of the Company’s shareholders. Subject to adjustment in accordance with the terms of the LTIP, 13,012,499 Class A shares have been reserved for issuance pursuant to awards under the LTIP.\nIf an award under the LTIP is forfeited, settled for cash or expires without the actual delivery of Class A shares, any Class A shares subject to such award will again be available for new awards under the LTIP. The LTIP will be\nadministered by the Board.\n\nThe foregoing description of the LTIP is not complete and is qualified in its entirety by reference to the full text of the\nLTIP, which is attached as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.\n\n**EagleRock Land, LLC Employee Share Purchase Plan**\n\nThe Company adopted the Employee Share Purchase Plan (the “ESPP”) effective as of May 15, 2026 to provide eligible employees of the Company\nwith an opportunity to purchase Class A shares at a reduced price through payroll deductions, thereby strengthening their commitment to the Company, motivating them, and attracting and retaining competent and dedicated persons. The ESPP is\nintended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. During regularly scheduled offering periods under the ESPP, participants will be able to authorize payroll deductions that will\nbe applied to purchase Class A shares at a discount to the market price and in an amount determined in accordance with the ESPP’s terms. The maximum number of Class A shares that may be purchased by all employees under the ESPP is\n1,377,784 Class A shares, subject to adjustments as provided in the ESPP. The ESPP will be administered by the Administrator (as defined in the ESPP), which shall be the Board or a committee consisting of not less than two directors appointed\nby the Board.\n\nThe foregoing description of the ESPP is not complete and is qualified in its entirety by reference to the full text of the ESPP, which is\nattached as Exhibit 10.9 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.\n\n**EagleRock Land, LLC Change in Control Severance Plan**\n\nThe Company adopted the Change in Control Severance Plan (the “CIC Severance Plan”) effective as of May 15, 2026 to provide certain members of\nthe Company’s management team with severance protection in connection with a change in control of the Company and to attract and retain talent, helping to assure the continuity, objectivity, and dedication of management in the event of any\nchange in control, in order to maximize the value of the Company. Upon a Qualifying Termination (as defined in the CIC Severance Plan), the CIC Severance Plan provides for base pay, bonus and benefits payments due to the participant, each in an\namount determined in accordance with the CIC Severance Plan’s terms. Further, the CIC Severance Plan provides for automatic acceleration of all outstanding and unvested equity incentive awards held by a participant, effective upon the change\nin control. A participant’s entitlement to severance benefits under the CIC Severance Plan is conditioned on (i) the participant executing and delivering a participation agreement, which specifies the participant’s individual\nseverance and benefits multipliers used to calculate the participant’s benefits under the CIC Severance Plan, and (ii) the participant executing, and not revoking, a general release of claims in a form acceptable to the Company within the\napplicable time period. In connection with the Offering, Messrs. Pipkin and Shah became participants in the CIC Severance Plan and signed individual participation agreements that assigned a 3x multiplier to them for purposes of the severance formula\ncontained within the CIC Severance Plan.\n\n8\n\nThe foregoing description of the CIC Severance Plan is not complete and is qualified in its entirety by\nreference to the full text of the CIC Severance Plan, which is attached as Exhibit 10.10 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference."}