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  4. [8-K] WhiteHawk Income Corp Reports Material Event

WhiteHawk Minerals completes IPO and internalization

WhiteHawk Minerals Corp. completed a major reorganization alongside its stock market debut.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

WhiteHawk Minerals Corp. completed a major reorganization alongside its stock market debut. The company closed its initial public offering of 7,700,000 shares of Class A common stock at $26.00 per share, generating gross proceeds of about $200.2 million. In connection with an internalization of management, WhiteHawk OpCo acquired all equity in its external manager in exchange for 3,750,000 OpCo common units and an equal number of Class B shares, valued at 75% of a $130.0 million internalization price, with up to 1,250,000 additional units and Class B shares potentially issuable as earnout. The company redeemed all Series D preferred stock for approximately $39.9 million and adopted amended and restated charter documents, while appointing a new executive team including Daniel Herz as CEO and listing its Class A shares on the NYSE under the symbol WHK.

Positive

  • Completed IPO with significant equity raise: Sold 7,700,000 shares of Class A common stock at $26.00 per share, generating gross proceeds of about $200.2 million, strengthening the company’s equity capital base.
  • Internalization and simplification of management structure: Executed a $130.0 million internalization of its external manager, aligning incentives via OpCo units and Class B shares and moving to an internally managed model.

Negative

  • None.

Insights

IPO, internalization and preferred redemption reshape WhiteHawk’s capital and governance structure.

WhiteHawk Minerals Corp. raised about $200.2 million in gross proceeds by selling 7,700,000 Class A shares at $26.00 per share. This provides fresh equity capital as the business transitions to a listed structure on the New York Stock Exchange.

The internalization transaction values management at an internalization price of $130.0 million, with 3,750,000 OpCo units and matching Class B shares issued upfront and up to 1,250,000 more tied to Adjusted EBITDA-based earnout targets. This shifts economics and control from an external manager into the corporate group.

Redeeming all Series D preferred stock for approximately $39.9 million removes that security class and its Minimum Return feature. Combined with amended charter/bylaws and new senior officer appointments effective at the offering’s closing on June 10, 2026, these steps establish the long-term capital and governance framework disclosed in the registration statement.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
IPO shares sold 7,700,000 shares Class A common stock in initial public offering
IPO price $26.00 per share Price to the public for Class A common stock
IPO gross proceeds $200.2 million Gross proceeds before underwriting discounts and expenses
Internalization Price $130.0 million Valuation used for management internalization
Initial OpCo units/Class B shares 3,750,000 units and 3,750,000 shares Issued as 75% of Internalization Price
Earnout units and shares Up to 1,250,000 units and 1,250,000 shares Contingent on Adjusted EBITDA targets
Series D redemption price $1,000 per share Redemption amount per Series D preferred share
Total Series D redemption $39.9 million Aggregate amount paid to redeem Series D Preferred Stock
Internalization financial
"In connection with and in order to effectuate the Internalization (as defined in the Registration Statement)"
Internalization is when a broker or trading firm fills a client’s buy or sell order using its own inventory or by matching it with another client, instead of sending the order out to public exchanges. For investors this matters because it can make trades faster or cheaper but may reduce price transparency and raise potential conflicts, like getting a different price than would be available in the open market — similar to a shopkeeper selling from their own shelf rather than checking the wider market for the best deal.
Earnout Amount financial
"25% of the Internalization Price (the “Earnout Amount”) is subject to the Company’s achievement of certain Adjusted EBITDA targets"
Adjusted EBITDA financial
"Earnout Amount is subject to the Company’s achievement of certain Adjusted EBITDA targets during each of the three Earnout Years"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Registration Rights Agreement regulatory
"Registration Rights Agreement, dated June 10, 2026, by and among the Company and the Holders"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Note Purchase Agreement financial
"Existing Note Purchase Agreement (as defined in the Amended and Restated Note Purchase Agreement, date as of May 20, 2026)"
A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.
Series D Preferred Stock financial
"the Company redeemed all outstanding shares of the Company’s Series D preferred stock, par value $0.0001 per share (the “Series D Preferred Stock”)"
Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WhiteHawk Minerals Corp. (WHK) announce about its IPO?
WhiteHawk Minerals Corp. completed its initial public offering of 7,700,000 Class A shares at $26.00 per share. The offering generated approximately $200.2 million in gross proceeds, and the shares are listed on the New York Stock Exchange under the symbol WHK.

How much capital did WHK raise in its initial public offering?
The company raised about $200.2 million in gross proceeds from its IPO. This came from selling 7,700,000 Class A common shares at $26.00 per share, before underwriting discounts and offering expenses payable by the company.

What is the internalization transaction described by WhiteHawk Minerals Corp.?
In the internalization, WhiteHawk OpCo acquired all equity in ManagementCo in exchange for 3,750,000 OpCo units and an equal number of Class B shares. These securities represent 75% of a $130.0 million internalization price, with up to 1,250,000 additional units and shares available as an earnout.

How is the WHK internalization earnout structured?
The earnout equals 25% of the $130.0 million internalization price and is tied to Adjusted EBITDA targets over three Earnout Years. If achieved, it is payable solely in up to 1,250,000 additional OpCo units and an equal number of Class B common shares, plus related dividend equivalents.

What happened to WhiteHawk’s Series D Preferred Stock?
The company redeemed all outstanding Series D preferred stock for $1,000 per share plus accrued dividends and any additional amount needed to deliver the Minimum Return. The aggregate redemption payment was approximately $39.9 million, and no Series D shares remain outstanding.

Which new executive officers were appointed at WhiteHawk Minerals Corp.?
Effective with the internalization and offering, the board appointed Daniel Herz as Chief Executive Officer and President, Jeffrey Slotterback as Chief Financial Officer, Treasurer and Secretary, Stephen Pilatzke as Chief Accounting Officer, and Michael Downs as Chief Operating Officer.

Did WHK modify its charter and bylaws in connection with the IPO?
On June 10, 2026, the company’s amended and restated certificate of incorporation and amended and restated bylaws became effective. These governing documents, previously approved by the board and stockholders, reflect provisions described in the “Description of Capital Stock” section of the registration statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): June 9, 2026

 

 

WhiteHawk Minerals Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-43337   88-0862160

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

 

2000 Market Street, Suite 910  
Philadelphia, PA   19103
(Address of principal executive offices)   (ZIP Code)

Registrant’s telephone number, including area code: (610) 484-3412

 

 

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

  

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share   WHK   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 1.01 Entry into a Material Definitive Agreement

In connection with the initial public offering (the “Offering”) by WhiteHawk Minerals Corp. (the “Company”) of its Class A Common Stock, par value $0.0001 (the “Common Stock”), described in the prospectus (the “Prospectus”), dated June 8, 2026, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-295743) (as amended, the “Registration Statement”), the following agreements were entered into:

 

  •  

the Contribution Agreement, dated June 9, 2026, by and among the Company, WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“WhiteHawk OpCo”), WhiteHawk Minerals LLC, a Delaware limited liability company (the “Management Contributor”) and WhiteHawk Management LLC, a Delaware limited liability company (“ManagementCo”) (the “Contribution Agreement”);

 

  •  

the Amended and Restated Limited Partnership Agreement of WhiteHawk OpCo, dated June 10, 2026, by and among WhiteHawk OpCo, WhiteHawk Income OP GP LLC, a Delaware limited liability company and the sole general partner of WhiteHawk OpCo (“OP GP”), and its Limited Partners (as defined therein) (the “A&R LPA”); and

 

  •  

the Registration Rights Agreement, dated June 10, 2026, by and among the Company and the Holders (as defined therein).

The Contribution Agreement, A&R LPA and Registration Rights Agreement are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

Capitalized terms used but not defined in this Current Report on Form 8-K have the meanings ascribed to them in the Registration Statement.

Amendment to Revolving Credit Facility

On June 10, 2026, the Company entered into the First Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, among WhiteHawk Minerals Corp., as Parent, WhiteHawk Income Operating Partnership L.P., as Borrower, WhiteHawk Income OP GP LLC, as the general partner of the Borrower, the subsidiaries of the Borrower party thereto, as guarantors, Capital One, National Association, as Administrative Agent and Issuing Bank, and the lenders party thereto (the “RCF Amendment”). The RCF Amendment, among other things, (i) updates the name of the Parent (as defined in the RCF Amendment) from “WhiteHawk Income Corporation” to “WhiteHawk Minerals Corp.”, (ii) reallocates commitments among the existing lenders and admits new lenders to the Revolving Credit Facility, (iii) amends certain definitions, including the definition of “Agreement” to account for the RCF Amendment and (iv) amends and restates certain schedules, including schedules relating to subsidiaries. The foregoing description of the RCF Amendment is qualified in its entirety by reference to the full text of the RCF Amendment, which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Change in Issuer under Specified Amendment to Note Purchase Agreement

On June 9, 2026, the Existing Note Purchase Agreement (as defined in the Amended and Restated Note Purchase Agreement, date as of May 20, 2026, by and among WhiteHawk Income Operating Partnership L.P. (the “Issuer”), WhiteHawk Minerals Corp., as Parent, WhiteHawk Income Operating Partnership L.P., as Borrower, WhiteHawk Income OP GP LLC, as the general partner of the Issuer, the subsidiaries of the Issuer party thereto, as guarantors, U.S. Bank Trust Company, National Association, as agent and collateral agent, and the holders party thereto the “A&R NPA”) was amended by the occurrence and effectiveness of the Specified Amendment (as defined in the A&R NPA) under the A&R NPA, the effect of which was to amend the “Issuer” under the Existing Note Purchase Agreement from WhiteHawk Income Corporation to WhiteHawk Income Operating Partnership L.P.

Item 2.01 Completion of Acquisition or Disposition of Assets

Internalization

In connection with and in order to effectuate the Internalization (as defined in the Registration Statement), on June 9, 2026, the Company, WhiteHawk OpCo, the Management Contributor and ManagementCo entered into the Contribution Agreement, pursuant to which WhiteHawk OpCo acquired all of the outstanding equity interests in ManagementCo from the Management Contributor in exchange for the issuance on June 10, 2025 of 3,750,000 common units of WhiteHawk OpCo (the “OpCo Interests”) and an equal number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) (based on an initial public offering price of $26.00 per share of Class A common stock), with an aggregate value equal to 75% of the Internalization Price (as defined in the Registration Statement) of $130.0 million. As a result of the Internalization, ManagementCo became a wholly owned subsidiary of WhiteHawk OpCo and the Company became internally managed.

In addition, 25% of the Internalization Price (the “Earnout Amount”) is subject to the Company’s achievement of certain Adjusted EBITDA targets during each of the three Earnout Years (as defined in the Registration Statement). The Earnout Amount, if earned, is payable solely in the form of up to an additional 1,250,000 OpCo Interests and an equal number of shares of Class B Common Stock. The Continuing Equity Owners (as defined in the Registration Statement) will also be entitled to receive dividend equivalent rights in respect of the Earnout Amount equal to the dividends and distributions that would have been paid on the OpCo Interests issuable in respect of the Earnout Amount had such OpCo Interests been outstanding from the closing of the Internalization.

Prior to the closing of the Offering, ManagementCo, as the Company’s external manager, provided certain management, acquisition, disposition and oversight functions with respect to the Company and WhiteHawk OpCo.

The terms of the Contribution Agreement are substantially the same as described in the section titled “Certain Relationships and Related Party Transactions—Internalization” in the Registration Statement. The Contribution Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above in Item 1.01 under the headings “Amendment to Revolving Credit Facility” and “Change in Issuer under Specified Amendment to Note Purchase Agreement” is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

In connection with the Internalization, on June 10, 2026, the Company issued 3,750,000 shares of Class B Common Stock to the Management Contributor, on a one-to-one basis equal to the number of common units of WhiteHawk OpCo it owns.

No underwriters were involved in the issuance and sale of the shares of Class B Common Stock. The shares of Class B Common Stock were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.

Item 3.03 Material Modification to Rights of Security Holders

In connection with and prior to the Offering, the Company redeemed all outstanding shares of the Company’s Series D preferred stock, par value $0.0001 per share (the “Series D Preferred Stock”). The Series D Preferred Stock was redeemed for $1,000 per share, plus all accrued but unpaid dividends thereon, if any, plus, if applicable, an additional amount such that each holder receives the Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock), for an aggregate redemption amount of approximately $39.9 million (the “Series D Redemption”).

The Series D Redemption was completed on June 10, 2026. Following the completion of the Series D Redemption, no shares of Series D Preferred Stock remain outstanding.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Certain Officers

In connection with the Internalization and the Offering and effective upon the closing of the Offering, the Company’s board of directors made certain officer appointments, including, among others: (i) the appointment of Daniel Herz as Chief Executive Officer and President of the Company, (ii) the appointment of Jeffrey Slotterback as Chief Financial Officer, Treasurer and Secretary of the Company, (iii) the appointment of Stephen Pilatzke as Chief Accounting Officer of the Company and (iv) the appointment of Michael Downs as Chief Operating Officer of the Company.

Information regarding the business experience and other biographical information of each of Messrs. Herz, Slotterback, Pilatzke and Downs is included in the section titled “Management” in the Registration Statement and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On June 10, 2026, in connection with the Offering, the Company filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective. As described in the Registration Statement, the Company’s board of directors and stockholders previously approved the amendment and restatement of the Certificate of Incorporation and the Bylaws, and each became effective on June 10, 2026 in connection with the Offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is included in the section titled “Description of Capital Stock” in the Registration Statement.

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to the full text of the Certificate of Incorporation and the Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

Item 8.01 Other Events.

On June 10, 2026, the Company completed its initial public offering of an aggregate of 7,700,000 shares of Class A Common Stock at a price to the public of $26.00 per share. The gross proceeds to the Company from the initial public offering were approximately $200.2 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The shares of Class A Common Stock are listed on the New York Stock Exchange under the symbol “WHK.”

Item 9.01 Financial Statements and Exhibits.

 

  (a)

Financial Statements of Business Acquired.

If required, the Company intends to file financial statements required by this Item 9.01(a) with respect to the Internalization described in Item 2.01 of this Current Report on Form 8-K under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.

  (b)

Pro Forma Financial Information.

If required, the Company intends to file pro forma financial information required by this Item 9.01(b) with respect to the Internalization described in Item 2.01 of this Current Report on Form 8-K under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.

 

  (d)

The following exhibits are being filed herewith:

 

Exhibit No.   

Description

 3.1    Amended and Restated Certificate of Incorporation of WhiteHawk Minerals Corp.
 3.2    Amended and Restated Bylaws of WhiteHawk Minerals Corp.
10.1    Contribution Agreement, dated June 9, 2026, by and between the Company, WhiteHawk OpCo, the Management Contributor and ManagementCo
10.2    Amended and Restated Limited Partnership Agreement of WhiteHawk OpCo, dated June 10, 2026, by and among WhiteHawk OpCo, OP GP and its Limited Partners (as defined therein)
10.3    Registration Rights Agreement, dated June 10, 2026, by and among the Company and the Holders (as defined therein)
10.4    First Amendment to Amended and Restated Credit Agreement, dated as of June  10, 2026, among WhiteHawk Income Corporation, as Parent, WhiteHawk Income Operating Partnership L.P., as Borrower, Capital One, National Association, as Administrative Agent and Issuing Bank, and the lenders party thereto
10.5    Employment Agreement, dated June 10, 2026, by and between Daniel Herz, WhiteHawk Minerals Corp., WhiteHawk Income Operating Partnership L.P. and any subsidiaries or affiliates as may employ Mr.  Herz from time to time.
10.6    Employment Agreement, dated June  10, 2026, by and between Jeffrey Slotterback, WhiteHawk Minerals Corp., WhiteHawk Income Operating Partnership L.P. and any subsidiaries or affiliates as may employ Mr. Slotterback from time to time.
10.7    Employment Agreement, dated June  10, 2026, by and between Stephen Pilatzke, WhiteHawk Minerals Corp., WhiteHawk Income Operating Partnership L.P. and any subsidiaries or affiliates as may employ Mr. Pilatzke from time to time.
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.

 

    WhiteHawk Minerals Corp.
Date: June 10, 2026     By:   /s/ Daniel Herz
      Daniel Herz
      Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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