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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ERock, Inc. (Name of Issuer) |
Class A common stock, $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/11/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
McAndrew Walter Thomas Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,587,118.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
31.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
McAndrew Holdings, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,275,539.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
McAndrew Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,275,539.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Jay Willis McAndrew | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,275,539.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ERock, Inc. | |
| (b) | Address of issuer's principal executive offices:
1113 VINE ST., SUITE 101, HOUSTON, TEXAS, 77002 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by (i) Walter Thomas McAndrew, Jr. ("W.T. McAndrew"), individually and in his capacity as a manager of McAndrew Holdings, LLC (the "General Partner"), the general partner of McAndrew Holdings, Ltd. ("McAndrew Holdings"); (ii) McAndrew Holdings; (iii) the General Partner, in its capacity as the general partner of McAndrew Holdings; and (iv) Jay Willis McAndrew ("J.W. McAndrew"), in her capacity as a manager of the General Partner (such persons, collectively, the "Reporting Persons," and each, a "Reporting Person"). The filing of this Schedule 13G 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. | |
| (b) | Address or principal business office or, if none, residence:
The residence or business address of each Reporting Person is 927 North Shore Drive, Kemah, Texas 77565. | |
| (c) | Citizenship:
W.T. McAndrew and J.W. McAndrew are United States citizens.
McAndrew Holdings is a Texas limited partnership.
The General Partner is a Texas limited liability company. | |
| (d) | Title of class of securities:
Class A common stock, $0.01 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
W.T. McAndrew: 22,587,118 shares (1)(3)(4)
McAndrew Holdings: 6,275,539 shares (2)(3)(4)
General Partner: 6,275,539 shares (2)(3)(4)
J.W. McAndrew: 6,275,539 shares (2)(3)(4)
(1) The reported beneficial ownership of W.T. McAndrew is attributable to the: (i) 50,550 Class A Shares of the Issuer owned by W.T. McAndrew; (ii) 16,261,029 Class B Shares of the Issuer and 16,261,029 corresponding Class B Units of ER Holdings held by W.T. McAndrew; and (iii) 6,275,539 Class B Shares and 6,275,539 corresponding Class B Units held by McAndrew Holdings. As a manager of the General Partner of McAndrew Holdings, W.T. McAndrew may be deemed to share voting and investment power over the securities held by McAndrew Holdings.
(2) The reported beneficial ownership of McAndrew Holdings, the General Partner, and J.W. McAndrew is attributable to the 6,275,539 Class B Shares of the Issuer and 6,275,539 corresponding Class B Units of ER Holdings owned by McAndrew Holdings. The General Partner, as the general partner of McAndrew Holdings, and J.W. McAndrew, as a manager of the General Partner, may each be deemed to share voting and investment power over the securities held by McAndrew Holdings.
(3) The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into Class A Shares of the Issuer. Upon the exchange of Class B Units, an equivalent number of Class B Shares will be automatically cancelled.
(4) Each Reporting Person disclaims beneficial ownership of all securities reported in this Schedule 13G except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person. | |
| (b) | Percent of class:
W.T. McAndrew: 31.9% (1)
McAndrew Holdings: 11.5% (2)
General Partner: 11.5% (2)
J.W. McAndrew: 11.5% (2)
(1) The denominator used to calculate W.T. McAndrew's percentage of beneficial ownership consists of the (i) 48,174,023 Class A Shares reported by the Issuer as being outstanding as of August 7, 2026, as reported by the Issuer in the Quarterly Report, and (ii) 22,536,568 Class A Shares that W.T. McAndrew has the right to acquire within 60 days of the Filing Date, directly and indirectly through McAndrew Holdings, upon the exchange of the Class B Units and the cancellation of the Class B Shares held by W.T. McAndrew and McAndrew Holdings.
(2) The denominator used to calculate the percentage of beneficial ownership of McAndrew Holdings, the General Partner, and J.W. McAndrew consists of the (i) 48,174,023 Class A Shares reported by the Issuer as being outstanding as of August 7, 2026, as reported by the Issuer in the Quarterly Report, and (ii) 6,275,539 Class A Shares that McAndrew Holdings has the right to acquire within 60 days of the Filing Date upon the exchange of its Class B Units and the cancellation of its Class B Shares. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
W.T. McAndrew: 16,311,579 shares
McAndrew Holdings: 0 shares
General Partner: 0 shares
J.W. McAndrew: 0 shares | ||
| (ii) Shared power to vote or to direct the vote:
W.T. McAndrew: 6,275,539 shares
McAndrew Holdings: 6,275,539 shares
General Partner: 6,275,539 shares
J.W. McAndrew: 6,275,539 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
W.T. McAndrew: 16,311,579 shares
McAndrew Holdings: 0 shares
General Partner: 0 shares
J.W. McAndrew: 0 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
W.T. McAndrew: 6,275,539 shares
McAndrew Holdings: 6,275,539 shares
General Partner: 6,275,539 shares
J.W. McAndrew: 6,275,539 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1: Joint Filing Agreement, dated August 14, 2026, by and among the Reporting Persons (filed herewith). |