Form 8-K

8-K — ERock, Inc.

Accession: 0001193125-26-344714

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0002110029

SIC: 3620 (ELECTRICAL INDUSTRIAL APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — eroc-20260811.htm (Primary)

EX-99.1 (eroc-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: eroc-20260811.htm · Sequence: 1

8-K

false000211002900021100292026-08-112026-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

ERock, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-43339

41-4189868

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1113 Vine St.

Suite 101

Houston, Texas

77002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 429-4091

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

EROC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 11, 2026, ERock, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026, a copy of which is furnished with this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release of ERock, Inc., dated August 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ERock, Inc.

Date:

August 11, 2026

By:

/s/ John Carrington

John Carrington

Chief Executive Officer

EX-99.1

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EX-99.1

ERock Reports Second Quarter 2026 Results

Record Backlog Reaches Approximately $1.7 billion, Up 10x Year-Over-Year

470 MW Anthropic Order Extends Production Commitments Into 2028

HOUSTON - August 11, 2026 - ERock, Inc. (NYSE: EROC) ("ERock" or the "Company"), a leading provider of utility-grade onsite power solutions, today reported financial and operating results for the second quarter ended June 30, 2026, highlighted by record contracted backlog, accelerating demand from AI infrastructure customers, expanded manufacturing capacity and the initiation of full-year 2026 guidance.

Business Highlights

•

Contracted Power System Sales Backlog increased to approximately $1.7 billion, up 10x year-over-year, driven primarily by accelerating demand from AI data center customers.

•

Executed a 470 MW equipment purchase order with Anthropic, further validating ERock's position as a leading provider of utility-grade onsite power solutions for AI infrastructure and extending production commitments into 2028.

•

Began assembly operations at Hyperion facility. The Houston manufacturing expansion significantly increases ERock's capacity to support contracted customer deliveries.

•

Commenced construction of the 366 MW El Paso Electric generation facility, supporting Meta's data center campus.

•

Successfully completed an initial public offering of approximately 27.9 million shares of Class A common stock on June 11, 2026, raising approximately $400 million in gross proceeds to the Company.

•

Ended the quarter with strong liquidity, including $626.6 million of unrestricted cash, no outstanding debt and an undrawn $250 million credit facility as of June 30, 2026.

Management Commentary

"The second quarter marked another important milestone for ERock. We secured a 470 MW equipment purchase order from Anthropic, increasing our Contracted Power System Sales Backlog to approximately $1.7 billion and extending our production commitments into 2028. We believe AI infrastructure is fundamentally reshaping power markets, and the need for rapid, utility-grade power continues to accelerate," said John Carrington, Chief Executive Officer of ERock. "To meet that demand, we began assembly operations at our Hyperion manufacturing facility, significantly expanding our production capacity as we execute against record contracted orders. We also commenced construction of the 366 MW El Paso Electric project supporting Meta's data center campus, demonstrating our ability to deliver increasingly large-scale power infrastructure. Our focus remains on safe execution, on-time delivery, disciplined manufacturing expansion and converting our growing backlog into sustained revenue and earnings growth."

Ian Blakely, Chief Financial Officer of ERock, added, "We believe that our second quarter results position us for a meaningful acceleration in the second half of 2026. We expect significantly higher generator deliveries and installations as we execute on multiple large customer projects, which is anticipated to drive substantial growth in revenue and Adjusted EBITDA. Following our IPO, we ended the quarter with $626.6 million of unrestricted cash, no outstanding debt and an undrawn $250 million credit facility. Combined with our expanded manufacturing footprint and record contracted backlog, we believe we are well positioned to execute on the substantial demand we see across AI infrastructure, utilities and other critical power markets."

Outlook

The Company is introducing the following full-year 2026 guidance.

• Revenue: $435 million to $465 million

• Adjusted EBITDA*: $3 million to $9 million

At the midpoint, the revenue outlook represents approximately 2.5x year-over-year growth.

* Non-GAAP measure. See reconciliations in the section titled “Non-GAAP Financial Measures” below.

Summary of Key Financial Metrics

Three Months Ended

(dollars in thousands)

Q2 2026

Q1 2026

Q2 2025

Power system sales revenues

26,514

15,922

57,396

Ongoing services revenues

13,364

15,814

11,062

Total revenues

39,878

31,736

68,458

Total cost of revenues, excluding depreciation and amortization

31,138

25,243

52,426

Depreciation and amortization expense

1,308

1,301

808

Gross Profit

7,432

5,192

15,224

Gross Margin

18.6

16.4

22.2

Adjusted Gross Profit*

7,432

5,192

15,100

Adjusted Gross Margin*

22.2

20.7

23.6

Adjusted EBITDA*

(13,982

)

(12,417

)

3,581

Adjusted EBITDA Margin*

(35.1

(39.1

5.2

Net Loss

(67,719

)

(17,212

)

(7,985

)

* Non-GAAP measure. See reconciliations in the section titled “Non-GAAP Financial Measures” below.

(dollars in thousands)

Q2 2026

Q1 2026

Q2 2025

Contracted Power System Sales Backlog

~$1.7bn

~$1.3bn

~$0.2bn

Annualized Recurring Service Revenue

23,601

22,879

20,047

Installed Base (MW)

1,104

1,059

979

Conference Call

ERock will host a conference call to discuss its second quarter 2026 business, operational and financial highlights at 8:30 a.m. ET (7:30 a.m. CT) on August 12, 2026.

The conference call will be accessible via a live webcast on a listen-only basis on ERock’s investor relations (“IR”) site at https://ir.erock.com/. The call can also be accessed by dialing (877) 407-8829, or for international callers +1 (201) 493-6724, and referencing ERock.

A replay will be available shortly after the call and can be accessed by dialing (877) 660-6853, or for international callers +1 (201) 612-7415 (passcode: 17361839). An archive of the webcast will be available shortly after the call on the Company’s IR site.

About ERock

ERock (NYSE: EROC) is enabling energy for a new era. ERock delivers onsite utility-grade power that gets customers up and running quickly, while supporting long-term grid development. ERock’s proprietary natural gas generators help critical facilities address grid constraints, interconnection delays, and outage risks while accelerating speed-to-power for new and expanding operations. Trusted by data centers, utilities, manufacturers, healthcare systems and government organizations, ERock engineers for rapid deployment, long-duration reliability, low local emissions, and scalable performance to meet the evolving energy demands of today and tomorrow. For more information, visit www.erock.com.

Forward-Looking Statements

This news release (and oral statements made regarding the subjects of this release) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a "forward-looking statement"). Forward-looking statements include those that express a belief, expectation or intention about us and our industry, as well as those that are not statements of historical fact. These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “should,” “could,” “would,” “likely,” “future,” “budget,” “pursue,” “target,” “seek,” “objective” or similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters, although not all forward-looking statements contain such identifying words. Forward-looking statements include information regarding our future plans and goals, as well as our expectations with respect to: our business strategy and future growth prospects; our industry; our future profitability, cash flows and liquidity; our financial strategy, budget, projections and operating results; the amount, nature and timing of our capital expenditures and the impact

of such expenditures on our performance; the availability and terms of capital; the market for distributed power generation; competition and government regulations; and general economic conditions.

These forward-looking statements speak only as of the date of this news release, or such other date as specified herein. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following: expectations regarding demand for distributed energy generation and acceptance of our power system solutions across end markets; estimates and assumptions regarding market opportunity, growth forecasts and revenue expectations; our history of losses and ability to achieve and sustain profitability; the realization of revenue from contracted backlog and services arrangements, including customer payment risk; risks associated with project development, construction, installation, utility interconnection, fuel supply, cost overruns and delays; reliance on a limited number of customers and the loss of, or adverse developments affecting, major customers; competition from larger competitors and alternative technologies; operational and safety risks, including the adequacy of insurance and indemnification arrangements; geographic concentration of operations, including regulatory, market and weather-related risks in Texas and California; customer financing constraints and the significant upfront cost of our power systems; our ability to scale manufacturing and assembly capacity in a timely and cost-effective manner; disruptions at assembly facilities and dependence on third-party suppliers and supply chains; the impact of tariffs, trade restrictions and other cost pressures; compliance with applicable laws, regulations and permitting requirements; protection of intellectual property, including risks of infringement claims; internal control, financial reporting and public company compliance risks; cybersecurity, IT and data security risks; conflicts of interest and risks related to Energy Impact Partners LP; risks related to our corporate structure; and other risks and uncertainties inherent in our business.

These and other important factors that could affect our operating results and performance are described under the caption “Risk Factors” in our prospectus (the “Prospectus”) (File No. 333-295965), dated June 9, 2026, filed on June 10, 2026 with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Quarterly Report”) and elsewhere within the Quarterly Report. Should one or more of the risks or uncertainties described above or in the Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this news release are expressly qualified in their entirety by this cautionary statement. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them.

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except share and per share amounts)

2026

2025

2026

2025

Power system sales product revenues

16,163

43,319

21,320

49,391

Power system sales installation services revenues

10,351

14,077

21,116

22,037

Power system sales revenues

26,514

57,396

42,436

71,428

Ongoing services revenues

13,364

11,062

29,178

21,138

Total revenues

39,878

68,458

71,614

92,566

Cost of power system sales product revenues, excluding depreciation and amortization

12,112

34,360

15,892

39,788

Cost of power system sales installation services revenues, excluding depreciation and amortization

8,058

8,446

16,288

14,295

Cost of power system sales revenues, excluding depreciation and amortization

20,170

42,806

32,180

54,083

Cost of ongoing services revenues, excluding depreciation and amortization

10,968

9,620

24,201

18,756

Total cost of revenues, excluding depreciation and amortization

31,138

52,426

56,381

72,839

General and administrative expenses

27,280

15,726

48,223

32,592

Depreciation and amortization expense

1,308

808

2,609

1,864

Loss from operations

(19,848

)

(502

)

(35,599

)

(14,729

)

Interest (expense) income

(2,392

)

7,681

(3,844

)

5,703

Loss on debt extinguishment

(48,774

)

(15,244

)

(48,774

)

(15,244

)

Other income, net

2,921

3,473

376

Loss before income taxes

(68,093

)

(7,974

)

(84,744

)

(23,894

)

Income tax (expense) benefit

374

(11

)

(187

)

(28

)

Net loss

(67,719

)

(7,985

)

(84,931

)

(23,922

)

Deemed dividend related to Series A preferred units

(657

)

(770

)

(1,473

)

(1,525

)

Net loss attributable to common units

(68,376

)

(8,755

)

(86,404

)

(25,447

)

Net loss applicable to pre-IPO period

(52,836

)

(70,048

)

Net loss attributable to noncontrolling interest

(11,900

)

(11,900

)

Net loss attributable to ERock, Inc.

(2,983

)

(2,983

)

Net loss per common share

Basic

(0.06

)

(0.06

)

Diluted

(0.06

)

(0.06

)

Weighted average common shares outstanding

Basic

48,174,023

Diluted

48,174,023

Condensed Consolidated Balance Sheets (Unaudited)

June 30,

December 31,

(in thousands, except unit and share value amounts)

2026

2025

Assets

Current assets:

Cash and cash equivalents

626,636

108,097

Accounts receivable, net

101,790

33,762

Inventory

106,059

43,681

Contract assets

10,195

15,964

Prepaid expenses

22,611

8,799

Other current assets

14,697

6,567

Total current assets

881,988

216,870

Property and equipment, net

34,135

27,545

Right-of-use assets, net

23,975

10,832

Restricted Cash

34,225

—

Other noncurrent assets

3,683

2,649

Total assets

978,006

257,896

Liabilities and Equity

Current liabilities:

Accounts payable

46,904

16,549

Accrued liabilities and other payables

23,391

26,235

Contract liabilities

528,405

170,025

Operating lease liabilities

4,896

3,343

Deferred income

16,722

24,598

Other current liabilities

491

344

Total current liabilities

620,809

241,094

Notes payable

—

59,984

Noncurrent lease liabilities

24,875

8,019

Noncurrent deferred income

75,558

10,819

Other noncurrent liabilities

192

3,407

Total liabilities

721,434

323,323

Commitments and contingencies (Note 17)

Mezzanine equity:

Series A preferred units 163,975 units authorized, issued and outstanding

at December 31, 2025)

—

46,690

Total mezzanine equity

—

46,690

Members’ equity:

Common units, 216,002 units issued and outstanding at

December 31, 2025

—

(112,155

)

Total members’ equity

—

(112,155

)

Stockholders’ equity:

Class A common stock, $0.01 par value; 800,000,000 shares authorized,

48,174,023 shares issued and outstanding at June 30, 2026

482

—

Class B common stock, $0.01 par value; 350,000,000 shares authorized,

171,226,057 shares issued and outstanding at June 30, 2026

1,712

—

Additional paid-in capital

62,467

—

Accumulated deficit

(15,432

)

—

Noncontrolling interest

207,343

Total stockholders’ equity

256,572

Total liabilities and equity

978,006

257,896

Condensed Consolidated Statement of Cash Flows (Unaudited)

Six Months Ended June 30,

(in thousands)

2026

2025

Cash flows from operating activities

Net loss

(84,931

)

(23,922

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization expense

2,609

1,864

Amortization of deferred financing costs

2,386

2,858

Amortization of operating lease ROU asset

2,332

1,609

Loss on debt extinguishment

48,774

15,244

Amortization of sales commissions and fees

589

Paid-in-kind interest expense

2,431

3,454

Interest paid on long term debt

(3,531

)

—

Stock-based compensation

3,738

2,569

Changes in operating assets and liabilities:

Accounts receivable, net

(64,028

)

6,120

Inventory

(62,378

)

27,231

Contract assets

5,769

417

Prepaid expenses

(13,812

)

900

Other current assets

(8,718

)

(4,958

)

Other noncurrent assets

(2,506

)

6,990

Accounts payable

29,998

(15,123

)

Accrued liabilities and other payables

(9,675

)

(10,841

)

Contract liabilities

358,380

7,404

Operating lease liabilities

(1,065

)

(1,594

)

Other noncurrent liabilities

62,577

(19,861

)

Net cash provided by operating activities

268,939

436

Cash flows from investing activities

Capital expenditures

(8,835

)

(2,411

)

Net cash used in investing activities

(8,835

)

(2,411

)

Cash flows from financing activities

Proceeds received from initial public offering, net of underwriter and offering costs

554,000

—

Repurchases of Class B Units from pre-IPO owners

(156,861

)

—

Repurchases of Class A common stock from pre-IPO owners

(27,806

)

—

Other costs related to initial public offering

(225

)

—

Cash paid for fractional shares in connection with warrant conversion

(32

)

—

Proceeds from notes payable

—

25,000

Payments of notes payable

(74,657

)

(25,771

)

Payments of deferred financing costs

(1,759

)

(420

)

Net cash provided by (used in) financing activities

292,660

(1,191

)

Net change in cash and cash equivalents

552,764

(3,167

)

Cash, cash equivalents and restricted cash

Beginning of period

108,097

21,913

End of period

660,861

18,746

Supplemental disclosures of cash flow information

Interest paid

4,678

3,611

Supplemental noncash financing and investing activities

Conversion of convertible notes into common units

36,266

—

Accrued capital expenditures

549

315

Non-GAAP Financial Measures

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit and Adjusted Gross Margin are financial measures that are not prepared in accordance with GAAP. Each of these non-GAAP financial measures should be read in conjunction with the most directly comparable financial measure calculated and presented in accordance with GAAP.

We believe presenting these non-GAAP financial measures provides useful information because they highlight trends in our underlying operating performance, facilitate consistent comparisons of our core results over time and across peers, and reflect how our management evaluates our business. We also use these non-GAAP financial measures internally for strategic planning, budgeting, forecasting, performance measurement and resource allocation. We believe that providing investors with access to these measures allows for greater transparency and facilitates comparisons to our historical operating results.

These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for the most directly comparable financial measure prepared in accordance with GAAP. In addition, other companies, including companies in our industry, may define these non-GAAP financial measures differently, which may limit their usefulness as comparative measures.

Adjusted EBITDA and Adjusted EBITDA Margin to GAAP Net Loss and Net Loss Margin Reconciliation

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. Net loss is the GAAP measure most directly comparable to Adjusted EBITDA, and net loss margin is the GAAP measure most directly comparable to Adjusted EBITDA Margin. We define Adjusted EBITDA as net loss before net interest expense; depreciation and amortization expense; income tax expense; stock-based compensation; and other items management deems non-operational or not reflective of ongoing core operations (e.g. changes in fair value of warrant unit liabilities, professional fees associated with debt and equity transactions, legal settlements). We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.

Adjusted EBITDA and Adjusted EBITDA Margin are utilized by our management and other users of our unaudited condensed consolidated financial statements such as investors, commercial banks, research analysts and others, to assess our operating performance. Management believes these measures are useful because they each allow us to compare our operating performance on a consistent basis across periods. Management also believes Adjusted EBITDA is a useful indicator of our operating performance and Adjusted EBITDA Margin is useful because it provides insight on profitability.

We have not provided a GAAP reconciliation for forward-looking full-year Adjusted EBITDA as a result of the uncertainty regarding, and the potential variability of, reconciling items such as forward-looking stock-based compensation expense and income tax expense. Accordingly, a reconciliation of this non-GAAP guidance metric to its corresponding GAAP equivalent is not available without unreasonable effort. However, it is important to note that material changes to reconciling items could have a significant effect on future GAAP results and, as such, we also believe that any reconciliations provided would imply a degree of precision that could be confusing or misleading to investors.

The tables below present a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net loss and net loss margin:

Three Months Ended

June 30,

Change

(dollars in thousands)

2026

2025

Amount

Net loss

(67,719

)

(7,985

)

(59,734

)

748.1%

Interest expense (income)

(471

)

(7,708

)

7,237

(93.9%)

Depreciation and amortization expense

1,308

808

500

61.9%

Loss on debt extinguishment

48,774

15,244

33,530

220.0%

Income tax expense (benefit)

(374

)

(385

)

(3500.0%)

Stock-based compensation

2,512

1,082

1,430

132.2%

Non-recurring professional fees (1)

1,988

2,129

(141

)

(6.6%)

Adjusted EBITDA

(13,982

)

3,581

(17,563

)

(490.4%)

Total revenues

39,878

68,458

(28,580

)

(41.7%)

Net loss margin

(169.8

(11.7

(158.2%)

Adjusted EBITDA Margin

(35.1

5.2

(40.3%)

Six Months Ended

June 30,

Change

(dollars in thousands)

2026

2025

Amount

Net loss

(84,931

)

(23,922

)

(61,009

)

255.0%

Interest expense (income)

487

(5,869

)

6,356

(108.3%)

Depreciation and amortization expense

2,609

1,864

745

40.0%

Loss on debt extinguishment

48,774

15,244

33,530

220.0%

Income tax expense

187

159

567.9%

Stock-based compensation

3,738

2,569

1,169

45.5%

Non-recurring professional fees (1)

2,245

2,611

(366

)

(14.0%)

Adjusted EBITDA

(26,891

)

(7,475

)

(19,416

)

259.7%

Total revenues

71,614

92,566

(20,952

)

(22.6%)

Net loss margin

(118.6

(25.8

(92.8%)

Adjusted EBITDA Margin

(37.5

(8.1

(29.5%)

(1)

Professional fees represent (i) consulting, legal, accounting, and other expenses in connection with the evaluation of and/or execution of non-recurring capital markets transactions in 2026 and 2025, (ii) certain consulting, legal, and corporate expenses in connection with debt modifications that occurred in April 2025, and (iii) certain non-recurring placement fees associated with key hires in 2026 and 2025.

Adjusted Gross Profit and Adjusted Gross Margin to GAAP Gross Profit and Gross Margin Reconciliation

Adjusted Gross Profit and Adjusted Gross Margin are non-GAAP financial measures. GAAP gross profit is the GAAP measure most directly comparable to Adjusted Gross Profit, and GAAP Gross Margin is the GAAP measure most directly comparable to Adjusted Gross Margin. We define Adjusted Gross Profit as GAAP gross profit, adjusted to exclude reimbursable variable revenues and costs. We define Adjusted Gross Margin as Adjusted Gross Profit divided by total revenues less reimbursable variable revenues. Reimbursable variable revenues and costs represent certain revenues and expenses where we serve as the principal in transactions and control the use and timing of the products and services that are being utilized. These costs represent our primary obligation and are recovered from customers at cost without markup pursuant to the terms of our contracts. While reimbursable variable costs are excluded because they have immaterial net margin impact, they do represent real cash flows and contractual obligations that affect our working capital and liquidity.

We present Adjusted Gross Profit and Adjusted Gross Margin because we believe these measures provide management and investors with a more meaningful view of the underlying economics and profitability of our core operations. Because reimbursable variable revenues and costs are recorded on a gross basis under GAAP and, by design, offset one another with no material contribution to profit, their inclusion in GAAP revenues and cost of revenues can cause reported gross

margin percentages to fluctuate significantly depending on the frequency of underlying activities which can be driven by unpredictable changes in market conditions. By excluding these revenues, Adjusted Gross Margin reflects the margin we earn on the goods and services where we bear economic risk, exercise pricing judgment, and generate value for our customers.

We use Adjusted Gross Profit and Adjusted Gross Margin internally to evaluate segment-level performance, assess pricing and cost trends, and benchmark our profitability against peers whose revenue recognition practices may differ with respect to reimbursable items. We believe this perspective enhances investors’ understanding of the operating leverage and margin trajectory of our business.

Adjusted Gross Profit and Adjusted Gross Margin have limitations as analytical tools. They are not substitutes for GAAP gross profit or GAAP gross margin, and our calculations may not be comparable to similarly titled measures reported by other companies because other entities may not define or calculate these measures in the same manner. In addition, while reimbursable variable costs are excluded because they have immaterial net margin impact, they do represent real cash flows and contractual obligations that affect our working capital and liquidity. Accordingly, these non-GAAP measures should be considered alongside, and not as alternatives to, the GAAP financial measures included in our unaudited condensed consolidated financial statements and consolidated financial statements.

The tables below present a reconciliation of Adjusted Gross Profit and Adjusted Gross Margin to gross profit and gross margin:

Three Months Ended

June 30,

Change

(dollars in thousands)

2026

2025

Amount

Total revenues

39,878

68,458

(28,580

)

(41.7%)

Total cost of revenues

31,138

52,426

(21,288

)

(40.6%)

Less: depreciation and amortization expense

1,308

808

500

61.9%

Total gross profit

7,432

15,224

(7,792

)

(51.2%)

Less: reimbursable variable revenue

(6,380

)

(4,393

)

(1,987

)

45.2%

Add: reimbursable variable cost

6,380

4,269

2,111

49.4%

Adjusted Gross Profit

7,432

15,100

(7,668

)

(50.8%)

Gross margin

18.6

22.2

(3.6%)

Adjusted Gross Margin

22.2

23.6

(1.4%)

Six Months Ended

June 30,

Change

(dollars in thousands)

2026

2025

Amount

Total revenues

71,614

92,566

(20,952

)

(22.6%)

Total cost of revenues

56,381

72,839

(16,458

)

(22.6%)

Less: depreciation and amortization expense

2,609

1,864

745

40.0%

Total gross profit

12,624

17,863

(5,239

)

(29.3%)

Less: reimbursable variable revenue

(12,987

)

(8,209

)

(4,778

)

58.2%

Add: reimbursable variable cost

12,987

8,050

4,937

61.3%

Adjusted Gross Profit

12,624

17,704

(5,080

)

(28.7%)

Gross margin

17.6

19.3

(1.7%)

Adjusted Gross Margin

21.5

21.0

0.5%

CONTACTS

Ted Durbin

ERock

investors@erock.com

Eduardo Royes

ICR, Inc.

ERock@icrinc.com

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