WhiteHawk Minerals (WHK) inks $105M deal, posts strong Q2 and launches dividend
Rhea-AI Filing Summary
WhiteHawk Minerals Corp. agreed to acquire additional mineral and royalty interests in the Marcellus and Haynesville basins through the SJM II Acquisition for an aggregate $105.0 million, subject to adjustments, expected to close on or about September 25, 2026. Since its June 10 IPO, the company has signed nine acquisitions totaling $111.8 million, which are expected to add approximately $17.0 million and $18.5 million of incremental cash flow in 2027 and 2028, respectively, and approximately 16–17 MMcfe/d of production.
To help fund the SJM II Acquisition, investors, including CEO Daniel Herz, committed up to $50.0 million of new Series E Preferred Stock paying step-up cash dividends of 10%, 12% and 14% over time with a 1.05x minimum return and a $1,000-per-share redemption value. For the quarter ended June 30, 2026, WhiteHawk reported $29.1 million of revenue (up 38% year over year), net production of 70.0 MMcfe/d (up 57%), Adjusted EBITDA of $20.7 million (up 104%), and Cash Available for Distribution of $17.4 million, or $0.63 per share, while recording a GAAP net loss of $39.2 million driven by $21.7 million of debt extinguishment costs and $15.8 million of non-recurring fees.
The board initiated a quarterly cash dividend of $0.50 per Class A share ($2.00 annualized) and declared a prorated initial dividend of $0.11 per share, payable August 28, 2026. As of June 30, 2026, WhiteHawk held $13.2 million of cash, $68.7 million of debt, an undrawn $150 million revolving credit facility, and reported net debt of $55.5 million, or 0.67x leverage on a trailing 12‑month Adjusted EBITDA basis.
Positive
- Signed nine acquisitions totaling $111.8 million of core Marcellus, Utica and Haynesville mineral and royalty interests that are expected to add approximately $17.0 million and $18.5 million of incremental cash flow in 2027 and 2028.
- Delivered strong Q2 2026 operating growth with net production of 70.0 MMcfe/d, up 57% year over year and 9% sequentially, and Adjusted EBITDA of $20.7 million, up 104% versus Q2 2025.
- Initiated a regular quarterly cash dividend of $0.50 per share ($2.00 annualized) and declared an initial prorated dividend of $0.11 per share, signaling a focus on returning Cash Available for Distribution to shareholders.
- Materially reduced leverage following the IPO, ending June 30, 2026 with net debt of $55.5 million and leverage of 0.67x on a trailing 12‑month Adjusted EBITDA basis, plus access to an undrawn $150 million revolving credit facility.
Negative
- Reported a Q2 2026 net loss attributable to common stockholders of $43.5 million (or $2.54 per share), including a $21.7 million loss on extinguishment of debt and $15.8 million of non-recurring management and incentive fees.
- Total general and administrative expenses reached $4.3 million in Q2 2026, including $1.7 million of non-recurring IPO-related costs and $0.9 million of non-cash stock-based compensation, adding to overhead during a transition period.
- The new Series E Preferred Stock carries step-up cash dividend rates of 10–14% and a minimum 1.05x return of invested capital, introducing a relatively expensive layer of capital that is senior to all common equity.
Filing Explained
The proposed Series E financing would rank ahead of common stock and require redemption in a deemed liquidation or certain other events; investor funding remains conditional, and the offering is expected to close with the acquisition on or about September 25, 2026.
8-K Event Classification
Key Figures
Key Terms
Series E Preferred Stock financial
Cash Available for Distribution financial
net royalty acres financial
natural gas fixed price swaps financial
loss on extinguishment of debt financial
reserve-based revolving credit facility financial
Earnings Snapshot
FAQ
What is WhiteHawk Minerals (WHK) acquiring in the SJM II Acquisition?
How did WhiteHawk Minerals (WHK) perform financially in Q2 2026?
What new dividend did WhiteHawk Minerals (WHK) announce?
How is WhiteHawk Minerals (WHK) funding its new acquisitions?
What are the key terms of WhiteHawk Minerals’ (WHK) Series E Preferred Stock?
What is WhiteHawk Minerals’ (WHK) leverage and liquidity position after the IPO?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): |
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
Purchase and Sale Agreement
On August 12, 2026, WhiteHawk Income Marcellus LLC and WhiteHawk Income Haynesville LLC (collectively, the “Buyers”), each indirect wholly owned subsidiaries of WhiteHawk Minerals Corp. (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC (collectively, the “Sellers”), pursuant to which the Buyers agreed to acquire certain mineral interests, fee mineral interests, overriding royalty interests, non-participating royalty interests and related assets in the Marcellus and Haynesville shale basins (the “Assets”) for an aggregate purchase price of $105.0 million, subject to customary adjustments (the “SJM II Acquisition”).
The SJM II Acquisition is expected to close on or about September 25, 2026, subject to the satisfaction of customary closing conditions. The PSA contains customary representations, warranties and covenants by the Buyers and the Sellers. The Sellers have agreed to indemnify the Buyers for losses resulting from, among other things, breaches of their representations, warranties and covenants and certain retained liabilities. The Buyers have agreed to indemnify the Sellers for losses resulting from, among other things, breaches of their representations, warranties and covenants and certain assumed obligations.
The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Equity Commitment Letter
In connection with the SJM II Acquisition, on August 12, 2026, the Company entered into equity commitment letters (each, an “Equity Commitment Letter”) with certain investors, including Daniel Herz, the Company’s Chairman, President and Chief Executive Officer (collectively, the “Investors”), pursuant to which the Investors have committed to purchase shares of the Company’s newly designated Series E Preferred Stock, par value $0.0001 per share (the “Series E Preferred Stock”), for aggregate proceeds of up to $50.0 million, which will be used to fund a portion of the purchase price for the SJM II Acquisition.
The Series E Preferred Stock will rank senior to the Company’s Class A common stock, Class B common stock and each other class and series of the Company’s capital stock. The Series E Preferred Stock will pay monthly cash dividends at an annual rate of (i) 10% from issuance through March 31, 2027, (ii) 12% from April 1, 2027 through December 30, 2028, and (iii) from and including January 1, 2029, and thereafter, 14%, in each case subject to a minimum return of 1.05x of invested capital. The Company may redeem the Series E Preferred Stock at any time at a redemption price of $1,000 per share plus accrued and unpaid dividends. In the event of a Deemed Liquidation Event (as defined in the Certificate of Designations for the Series E Preferred Stock) or certain other events, the Company will be required to redeem all outstanding shares of Series E Preferred Stock.
The obligations of the Investors to fund their respective commitments are subject to certain conditions, including execution of definitive documentation, no material adverse change in the business, assets or financial condition of the Company, the accuracy of the Company’s representations and warranties, and compliance with applicable securities laws. The Series E Preferred Stock offering is expected to close concurrently with the SJM II Acquisition on or about September 25, 2026.
The foregoing descriptions of the Equity Commitment Letters and the Series E Preferred Stock do not purport to be complete and are qualified in their entirety by reference to (i) the form of Equity Commitment Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and (ii) the Form of Certificate of Designations for the Series E Preferred Stock, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On August 12, 2026, the Company issued a press release announcing, among other things, its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On August 12, 2026, the Company issued a press release announcing the SJM II Acquisition, its financial results for the fiscal quarter ended June 30, 2026, and the initiation of a quarterly cash dividend. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company also posted an updated investor presentation on the Company’s investor relations website
at https://investors.whitehawkminerals.com. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The Company will host a conference call and webcast to discuss its second quarter 2026 results on August 13, 2026 at 9:00 a.m. Eastern Time. A live webcast and accompanying presentation materials will be available in the Investors section of the Company’s website at www.whitehawkminerals.com, where a replay will be archived following the call. Dial-in: (833) 461-5787 (domestic) / (585) 542-9983 (international); Conference ID: 423 778 885
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
The financial statements required by Rule 3-05 of Regulation S-X, if any, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
The pro forma financial information required by Article 11 of Regulation S-X, if any, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
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Exhibit No. |
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Description |
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2.1* |
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Purchase and Sale Agreement, dated August 12, 2026, by and among Three Rivers Royalty II, LLC, Cypress Mineral Partners, LLC, WhiteHawk Income Marcellus LLC and WhiteHawk Income Haynesville LLC |
3.1 |
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Form of Certificate of Designations of Series E Preferred Stock of WhiteHawk Minerals Corp. (to be effective upon of the Series E Preferred Stock offering described herein) |
10.1 |
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Form of Equity Commitment Letter |
99.1+ |
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Press Release issued by WhiteHawk Minerals Corp., dated August 12, 2026 |
99.2+ |
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Investor Presentation by WhiteHawk Minerals Corp., dated August 12, 2026 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
+ Furnished herewith and not filed.
Forward-Looking Statements
This Current Report on Form 8-K 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. Forward-looking statements include, without limitation, statements regarding the Company’s expectations with respect to the closing, funding and financial impact of the SJM II Acquisition, including the expected purchase price and accretive impact of the SJM II Acquisition; the Company’s expectations regarding the production and cash flow contributions of the Assets; the expected timing and terms of the Series E Preferred Stock offering; the Company’s dividend policy, including the declaration and payment of future dividends; and other statements that are not historical facts. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in commodity prices; the Company’s ability to close the SJM II Acquisition on the anticipated timeline or at all, including the risk that a counterparty may fail to satisfy closing conditions or otherwise fail to perform under the PSA; the risk that the actual purchase price or other economic terms of the SJM II Acquisition may differ from the estimates presented herein; the risk that production and cash flow contributions from the Assets may differ materially from expectations due to commodity price fluctuations, operator activity levels, well performance and other factors; the availability and terms of financing for the SJM II Acquisition, including the Series E Preferred Stock offering and borrowings under the Company’s revolving credit facility, and the risk that such
financing may not be obtained on the anticipated terms, in the anticipated amounts, on the expected timeline or at all; operator drilling and completion activity on the Company’s acreage; regulatory changes; general economic and market conditions; and the risks described under “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission. Furthermore, the declaration and payment of any future dividends, including the amount and timing thereof, will be at the sole discretion of the Board of Directors, which may change the Company’s dividend policy at any time and for any reason, including changes in the Company’s financial condition, results of operations, capital requirements, general business conditions or any other factor the Board deems relevant. There can be no assurance that the Company will declare or pay dividends at the current rate, or at all.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statement, except as required by applicable law.
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.
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WhiteHawk Minerals Corp. |
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Date: |
August 12, 2026 |
By: |
/s/ Daniel Herz |
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Daniel Herz |
Exhibit 99.1
WhiteHawk Minerals Corp. Announces $111.8 Million of Acquisitions, Second Quarter 2026 Results, and Initiation of Quarterly Dividend
Nine Acquisitions Totaling $111.8 Million of Core Appalachia and Haynesville Minerals Signed Since June 10 IPO
Record Production of 70.0 MMcfe/d for the Second Quarter 2026, Up 57% Year-Over-Year and 9% Compared to the First Quarter 2026
Initiates Quarterly Cash Dividend of $0.50 Per Share ($2.00 Annualized); Declares Prorated Initial Dividend of $0.11 Per Share for the Post-IPO Period
PHILADELPHIA, August 12, 2026 – WhiteHawk Minerals Corp. (NYSE: WHK) (“WhiteHawk” or the “Company”) today announced the signing of $111.8 million of natural gas mineral and royalty acquisitions since the completion of its initial public offering on June 10, 2026, operating and financial results for the second quarter ended June 30, 2026, and the initiation of a quarterly cash dividend of $0.50 per share of Class A common stock ($2.00 per share annualized), prorated for the period from the closing of the IPO through June 30, 2026. WhiteHawk will host a conference call and webcast to discuss its second quarter 2026 results on August 13, 2026 at 9:00 a.m. Eastern Time.
Second Quarter 2026 and Recent Highlights
Management Comments
“In our first months as a public company, WhiteHawk has demonstrated well our unique value proposition,” stated Daniel Herz, Chairman, President and Chief Executive Officer of WhiteHawk. “We benefit directly from our best-in-class operators’ performance and growth potential, with no associated capital expenditures, and minimal operating expenses. Furthermore, we have successfully executed on our dual prong acquisition strategy, driving free cash flow and net asset value per share, signing definitive agreements for both a large strategic transaction, as well as ground game transactions. We expect these attributes to drive meaningful value for shareholders in the short, medium and long term.”
Acquisition Update
Since the completion of the company’s IPO, WhiteHawk has signed definitive agreements for nine acquisitions of natural gas mineral and royalty interests in the Marcellus, Utica and Haynesville Shale with an aggregate purchase price of $111.8 million, with some remaining subject to customary closing conditions. The transactions are anchored by approximately $105.0 million of assets expected to be acquired from San Jacinto Minerals II (“SJM II”), which include Appalachia acreage in which WhiteHawk already owns an interest, together with incremental core acreage in the Haynesville.
“We are pleased to be adding significant positions in the core of Appalachia and the Haynesville at valuations well within our target return parameters,” said Matthew Heinlein, Vice President & Head of Corporate Development and Strategy. “With the majority of the purchase price allocated to SJM II’s Marcellus and Utica assets, we are increasing our ownership in acreage where we already have an established position, significant asset-level data and a deeply informed view of underlying value dating back to our initial investment in September 2024. With approximately $3 billion to $5 billion of private equity-backed mineral assets across Appalachia and the Haynesville, our longstanding relationships with management teams and sponsors across these basins continue to create differentiated, proprietary acquisition opportunities, and we believe our acquisition pipeline has never been stronger.”
WhiteHawk's signed acquisitions including both ground game and SJM II, include more than 1,700 producing wells, 160 wells in process, 85 permitted locations, and 2,500 undeveloped locations. The assets to be acquired are expected to generate approximately 16 million cubic feet equivalent per day (“MMcfe/d”) and 17 MMcfe/d in 2027 and 2028, respectively. The added production is anticipated to add approximately $17.0 million and $18.5 million of incremental cash flow at current strip pricing in 2027 and 2028, respectively. Upon closing, the acquisitions are expected to be immediately accretive to Cash Available for Distribution per Share.
WhiteHawk expects to fund the $111.8 million purchase price through a combination of $50.0 million of to be issued Series E Preferred Stock, with the remainder of the proceeds funded through the Company’s cash on hand and borrowings on its revolving credit facility. The Series E Preferred Stock will rank senior to the Company’s common stock and to each other class and series of the Company’s capital stock and will pay a monthly cash dividend at an annual rate of 10% through March 31, 2027, 12% through December 31, 2028, and if still outstanding, 14% thereafter, subject to a minimum return of 1.05x of invested capital. The Series E Preferred Stock is expected to close in late September, concurrently with the SJM II acquisition.
Summary of Acquisitions Signed Since IPO
Metric |
Amount |
Number of acquisitions |
9 transactions |
Total purchase price |
$111.8 million |
Gross unit acres |
~700,000 |
Net royalty acres (normalized to 1/8th) |
11,810 |
Average NRI |
0.21% |
Producing (PDP) locations |
>1,700 |
Wells in process and permits |
>245 |
Undeveloped locations |
>2,500 |
Operations Update
WhiteHawk’s second quarter net production averaged 70.0 MMcfe/d, an increase of 57% from 44.7 MMcfe/d in the second quarter of 2025 and an increase of 9% from 64.3 MMcfe/d in the first quarter of 2026. Second quarter volumes were 5,384,204 Mcf of natural gas, 110,353 barrels of NGLs and 53,847 barrels of oil, or 6,369,404 Mcfe in total, 85% of which was natural gas.
During the last twelve months, 525 gross wells (1.91 net wells) were turned in line across WhiteHawk’s acreage.
In Appalachia the Company’s four largest operators (EQT, Antero, Range and CNX) represented 96% of WhiteHawk’s total Appalachia production over the last twelve months. Over the last twelve months approximately 43% of those four operators’ gross production paid WhiteHawk royalties. The Company’s 975,000 gross unit acre position captured approximately 46% of all Appalachia wells turned in line by these operators during the last twelve months. WhiteHawk has a five-year capture rate of 45% in Appalachia.
In the Haynesville the Company’s four largest operators (Expand, Adamas, Comstock Resources Inc (NYSE: CRK) (“Comstock”) and Tokyo Gas Co. Ltd (“Tokyo Gas”)) represented 58% of WhiteHawk’s total Haynesville production over the last twelve months. Over the last twelve months approximately 45% of those four operators’ gross production paid WhiteHawk royalties. The Company’s 725,000 gross unit acre position captured approximately 42% of all wells turned in line by these operators during the last twelve months. WhiteHawk has a five-year capture rate of 47% in the Haynesville.
Second Quarter 2026 Financial Results
Total revenue of $29.1 million, including $6.7 million of unrealized hedge gains and $3.3 million of gathering, processing, transportation, and lease operating expenses, an increase of 38% over the second quarter 2025 and 40% over the first quarter 2026. Average realized natural gas prices for the second quarter of 2026 were $3.43 per Mcf including hedge settlements and $2.42 per Mcf before the effects of hedge
settlements, compared to Henry Hub first-of-month pricing that averaged $2.90 per MMBtu for the quarter. Average realized crude oil prices for the second quarter of 2026 were $71.58 including hedge settlements and $93.00 per barrel of oil before the effects of hedge settlements. The Company realized $29.07 per barrel of NGLs. WhiteHawk protects a substantial portion of its revenue through its hedge instruments, with 96% of natural gas production hedged for the second quarter of 2026. Please see below for a table of the Company’s hedge positions as of August 12, 2026.
WhiteHawk’s Adjusted EBITDA was $20.7 million for the second quarter 2026. The Company’s Adjusted EBITDA for the quarter represents a 104% increase over the second quarter 2025 and 19% increase over the first quarter 2026. General and administrative expenses excluding stock-based compensation and non-recurring transaction costs for the second quarter 2026 were $1.8 million. Total general and administrative expenses were $4.3 million, including $1.7 million of non-recurring expenses associated with the Company’s IPO, and $0.9 million of non-cash stock-based compensation.
Net loss for the second quarter of 2026 was $39.2 million, or $2.54 per share, compared to a net loss of $0.2 million in the second quarter of 2025. The net loss for the second quarter of 2026 includes several non-recurring costs associated with the Company’s initial public offering and corporate reorganization that management does not consider indicative of ongoing operations, including a $21.7 million loss on extinguishment of debt in connection with the repayment of $187.4 million of senior secured notes, $15.8 million of non-recurring management and incentive fees paid in connection with the internalization of the Company’s manager, and a $1.7 million non-cash change in the fair value of the earnout liability.
Financial Results
WhiteHawk Minerals Corp. |
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SELECTED OPERATING DATA |
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(Unaudited) |
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Three Months Ended |
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June 30, |
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2026 |
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2025 |
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Production Data: |
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Natural gas (Mcf) |
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5,384,204 |
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3,770,877 |
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Oil (Bbls) |
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53,847 |
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4,905 |
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Natural gas liquids (Bbls) |
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110,353 |
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43,885 |
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Combined volumes (Mcfe) |
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6,369,404 |
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4,063,617 |
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Average daily combined volume (Mcfe/d) |
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69,993 |
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44,655 |
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Average sales prices: |
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Natural gas (Mcf) |
$ |
2.42 |
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$ |
2.78 |
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Oil (Bbls) |
$ |
93.00 |
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$ |
61.94 |
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Natural gas liquids (Bbls) |
$ |
29.07 |
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$ |
23.54 |
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Combined per Mcfe |
$ |
3.34 |
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$ |
2.91 |
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Average realized price after effects of hedge settlements: |
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Natural gas (Mcf) |
$ |
3.43 |
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$ |
3.30 |
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Oil (Bbls) |
$ |
71.58 |
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$ |
61.94 |
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Combined per Mcfe |
$ |
4.02 |
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$ |
3.39 |
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WhiteHawk Minerals Corp. |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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(In thousands, except per share amounts) |
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(Unaudited) |
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Three Months Ended |
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June 30, |
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2026 |
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2025 |
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Revenues: |
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Royalty revenue |
$ |
17,813 |
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$ |
10,306 |
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Gain (loss) on commodity derivative instruments |
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10,984 |
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10,726 |
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Lease bonus and other revenue |
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280 |
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85 |
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Total revenue |
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29,077 |
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21,117 |
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Operating expenses: |
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General and administrative |
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4,379 |
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9,596 |
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Management fees |
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15,841 |
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2,173 |
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Depletion, depreciation and accretion |
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10,198 |
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5,978 |
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Total operating expenses |
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30,418 |
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17,747 |
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Operating income (loss) |
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(1,341 |
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3,370 |
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Other expense: |
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Loss on extinguishment of debt |
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21,722 |
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3,839 |
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Change in fair value of earnout liability |
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1,694 |
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- |
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Interest expense, net |
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5,034 |
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4,345 |
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Income (loss) before income taxes |
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(29,791 |
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(4,814 |
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Provision for (benefit from) income taxes |
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9,414 |
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(4,595 |
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Net income (loss) |
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(39,205 |
) |
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(219 |
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Net (income) loss attributable to non-controlling interests |
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115 |
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- |
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Earnings allocated to participating securities |
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(4,420 |
) |
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(2,367 |
) |
Net income (loss) attributable to common stockholders |
$ |
(43,510 |
) |
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$ |
(2,586 |
) |
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Net income (loss) per common share attributable to common stockholders: |
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Class A common shares (basic and diluted) |
$ |
(2.54 |
) |
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$ |
(0.47 |
) |
WhiteHawk Minerals Corp. |
|
|
|
|
|
|
||
CONDENSED CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
|
||
(In thousands) |
|
|
|
|
|
|
||
(Unaudited) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
June 30, |
|
|
December 31, |
|
||
ASSETS |
|
2026 |
|
|
2025 |
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
13,229 |
|
|
$ |
28,989 |
|
Accounts receivable |
|
|
8,637 |
|
|
|
10,176 |
|
Short-term derivative asset |
|
|
8,532 |
|
|
|
5,349 |
|
Other current assets |
|
|
2,150 |
|
|
|
1,410 |
|
Total current assets |
|
|
32,548 |
|
|
|
45,924 |
|
Natural gas and oil mineral interests, net - successful efforts method |
|
|
477,633 |
|
|
|
460,586 |
|
Other property and equipment, net |
|
|
215 |
|
|
|
275 |
|
Other assets |
|
|
7,892 |
|
|
|
353 |
|
Total assets |
|
$ |
518,288 |
|
|
$ |
507,138 |
|
|
|
|
|
|
|
|
||
LIABILITIES , MEZZANINE EQUITY AND EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
9,020 |
|
|
$ |
1,177 |
|
Accrued liabilities |
|
|
3,300 |
|
|
|
1,158 |
|
Accrued dividends |
|
|
- |
|
|
|
7,516 |
|
Senior notes, current portion |
|
|
- |
|
|
|
6,275 |
|
Earnout liability, current portion |
|
|
10,841 |
|
|
|
- |
|
Operating lease liabilities, current portion |
|
|
179 |
|
|
|
176 |
|
Total current liabilities |
|
|
23,340 |
|
|
|
16,302 |
|
Senior notes, net of unamortized debt issuance costs and current portion |
|
|
68,070 |
|
|
|
227,985 |
|
Deferred tax liabilitity |
|
|
- |
|
|
|
21,329 |
|
Operating lease liabilities, net of current portion |
|
|
31 |
|
|
|
121 |
|
Earnout liability, net of current portion |
|
|
15,076 |
|
|
|
- |
|
Long-term derivative liability |
|
|
801 |
|
|
|
4,669 |
|
Asset retirement obligation |
|
|
329 |
|
|
|
316 |
|
Total liabilities |
|
|
107,647 |
|
|
|
270,722 |
|
Mezzanine equity: |
|
|
|
|
|
|
||
Series B Preferred Stock |
|
|
34,763 |
|
|
|
27,662 |
|
Equity: |
|
|
|
|
|
|
||
Class A common stock |
|
|
- |
|
|
|
- |
|
Class T common stock |
|
|
- |
|
|
|
- |
|
Class I common stock |
|
|
- |
|
|
|
- |
|
Class B common stock |
|
|
- |
|
|
|
- |
|
Additional paid in capital |
|
|
333,792 |
|
|
|
223,900 |
|
Accumulated deficit |
|
|
(55,299 |
) |
|
|
(15,146 |
) |
Shareholders' equity of WhiteHawk Minerals Corp. |
|
|
278,493 |
|
|
|
208,754 |
|
Non-controlling interest |
|
|
97,385 |
|
|
|
- |
|
Total equity |
|
|
375,878 |
|
|
|
208,754 |
|
Total liabilities, mezzanine equity and equity |
|
$ |
518,288 |
|
|
$ |
507,138 |
|
WhiteHawk Minerals Corp. |
|
|
|
|
|
|
||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS |
|
|
|
|
|
|
||
(In thousands) |
|
|
|
|
|
|
||
(Unaudited) |
|
|
|
|
|
|
||
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flow from operating activities: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
(40,268 |
) |
|
$ |
(8,312 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating |
|
|
|
|
|
|
||
Unrealized (gain) loss on commodity derivative instruments |
|
|
(7,051 |
) |
|
|
(370 |
) |
Depletion, depreciation and accretion |
|
|
19,863 |
|
|
|
9,177 |
|
Stock-based compensation |
|
|
1,408 |
|
|
|
- |
|
Amortization of debt issuance costs |
|
|
496 |
|
|
|
364 |
|
Loss on extinguishment of debt |
|
|
21,722 |
|
|
|
3,839 |
|
Change in fair value of earnout liability |
|
|
1,694 |
|
|
|
- |
|
Deferred income taxes |
|
|
5,932 |
|
|
|
(4,595 |
) |
Changes in operating assets and liabilities (net of assets and liabilities acquired) |
|
|
|
|
|
|
||
Accounts receivable |
|
|
1,539 |
|
|
|
(4,371 |
) |
Other current assets |
|
|
(740 |
) |
|
|
(801 |
) |
Other assets |
|
|
(274 |
) |
|
|
1,097 |
|
Accounts payable |
|
|
7,842 |
|
|
|
(830 |
) |
Accrued liabilities and other liabilities |
|
|
(5,461 |
) |
|
|
833 |
|
Net cash provided by (used in) operating activities |
|
|
6,702 |
|
|
|
(3,969 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of oil and gas properties, net of post-close adjustments |
|
|
(36,836 |
) |
|
|
(115,003 |
) |
Internalization, net of cash |
|
|
(2,882 |
) |
|
|
- |
|
Acquisition of PHX, net of cash |
|
|
- |
|
|
|
(192,782 |
) |
Net cash provided by (used in) investing activities |
|
|
(39,718 |
) |
|
|
(307,785 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from Senior Notes |
|
|
- |
|
|
|
186,000 |
|
Repayment of Senior Notes |
|
|
(187,410 |
) |
|
|
(3,250 |
) |
Deferred financing costs |
|
|
(8,222 |
) |
|
|
(5,712 |
) |
Proceeds from the issuance of common stock, net |
|
|
214,389 |
|
|
|
105,805 |
|
Proceeds from the issuance of Series B preferred stock, net |
|
|
18,541 |
|
|
|
7,520 |
|
Proceeds from the issuance of Series C preferred stock, net |
|
|
- |
|
|
|
56,000 |
|
Proceeds from the issuance of Series D preferred stock, net |
|
|
37,768 |
|
|
|
- |
|
Common stock redemptions |
|
|
(854 |
) |
|
|
(140 |
) |
Series A Preferred Stock redemptions |
|
|
- |
|
|
|
(19,000 |
) |
Series B Preferred Stock redemptions |
|
|
(10,182 |
) |
|
|
- |
|
Series D Preferred Stock redemptions |
|
|
(37,780 |
) |
|
|
- |
|
Dividends paid to Series A Preferred Stock |
|
|
- |
|
|
|
(794 |
) |
Dividends paid to Series B Preferred Stock |
|
|
(1,258 |
) |
|
|
(615 |
) |
Dividends paid to Series C Preferred Stock |
|
|
- |
|
|
|
(2,041 |
) |
Dividends paid to Series D Preferred Stock |
|
|
(3,022 |
) |
|
|
- |
|
Dividends paid to common stock |
|
|
(4,662 |
) |
|
|
(4,393 |
) |
Dividend equivalent rights paid |
|
|
(52 |
) |
|
|
- |
|
Net cash provided by (used in) financing activities |
|
|
17,256 |
|
|
|
319,380 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
(15,760 |
) |
|
|
7,626 |
|
Cash and cash equivalents, beginning of period |
|
|
28,989 |
|
|
|
5,330 |
|
Cash and cash equivalents, end of period |
|
$ |
13,229 |
|
|
$ |
12,956 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
10,954 |
|
|
$ |
5,915 |
|
Cash paid for income taxes |
|
$ |
1,898 |
|
|
$ |
- |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Dividends paid to common stock holders through common stock issuances pursuant to distribution reimbursement plan |
|
$ |
1,534 |
|
|
$ |
- |
|
Change in dividends declared but not yet paid |
|
$ |
(7,542 |
) |
|
$ |
1,728 |
|
Non-GAAP financial measures
Adjusted EBITDA for the second quarter of 2026 was $20.7 million. Cash Available for Distribution was $17.4 million, or $0.63 per share (“CAD per Share”), which includes 23,795,450 shares of Class A common stock and 3,750,000 of Class B common stock outstanding as of June 30, 2026. A reconciliation of Adjusted EBITDA, Cash Available for Distribution and CAD per Share to their most directly comparable GAAP measures is provided in the tables at the end of this release.
Adjusted EBITDA, Cash Available for Distribution, and CAD per Share are supplemental non-GAAP financial measures used by WhiteHawk's management and by external users of the Company's financial statements such as investors, research analysts and others that the Company’s management believes are useful to assess the financial performance of the Company’s assets and their ability to sustain dividends and/or share repurchases over the long term without regard to financing methods, capital structure or historical cost basis. WhiteHawk defines Adjusted EBITDA as net income (loss) before interest expense, income taxes, and depletion, depreciation and accretion, further adjusted to exclude stock-based compensation, loss on extinguishment of debt, changes in the fair value of the earnout liability, non-recurring management and incentive fees, and unrealized gains and losses on commodity derivative instruments. We reconcile Adjusted EBITDA to net income (loss), its most directly comparable GAAP measure.
We define Cash Available for Distribution as net cash provided by operating activities excluding amortization of debt issuance costs, interest expense, net, transaction costs, deferred taxes, provision for income taxes, management fees, and changes in operating assets and liabilities, plus or minus amounts for certain non-cash operating activities, cash interest expense, cash taxes and cash preferred dividends. We reconcile Cash Available for Distribution to net cash provided by operating activities, its most directly comparable GAAP measure. We define CAD per Share as Cash Available for Distribution divided by the number of shares of Class A common stock and Class B common stock outstanding at the end of the applicable period. We reconcile CAD per Share to net cash provided by operating activities per share, its most directly comparable GAAP measure.
Adjusted EBITDA, Cash Available for Distribution and CAD per Share do not represent and should not be considered alternatives to, or more meaningful than, their most directly comparable GAAP financial measures or any other measure of financial performance presented in accordance with GAAP as measures of the Company’s financial performance. The Company’s non-GAAP financial measures have important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measure. The Company’s computations of Adjusted EBITDA, Cash Available for Distribution and CAD per Share may differ from computations of similarly titled measures of other companies.
Certain forward-looking statements in this press release, including expected accretive impact of the pending acquisitions to Cash Available for Distribution per Share and net asset value per share, include or may reference forward-looking non-GAAP financial measures. Due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred, including commodity prices, production volumes, operating costs and other factors, the Company has not provided a reconciliation to the most comparable forward-looking GAAP measures. The variability of these items may have a significant impact on the Company’s future GAAP financial results.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(in thousands)
|
|
Three Months |
|
|
|
|
|
Ended |
|
|
|
|
|
June 30, 2026 |
|
|
|
Net income (loss) |
|
$ |
(39,205 |
) |
|
Interest expense, net |
|
|
5,034 |
|
|
Depletion, depreciation and accretion |
|
|
10,198 |
|
|
Income tax expense (benefit) |
|
|
9,414 |
|
|
Management fees |
|
|
15,841 |
|
|
Unrealized loss (gain) on commodity derivative instruments |
|
|
(6,655 |
) |
|
Loss on extinguishment of debt |
|
|
21,722 |
|
|
Stock-based compensation |
|
|
925 |
|
|
Change in fair value of earnout liability |
|
|
1,694 |
|
|
Transaction costs |
|
|
1,691 |
|
(a) |
Adjusted EBITDA |
|
$ |
20,659 |
|
|
Reconciliation of Cash Provided by Operating Activities to Cash Available for Distribution
(in thousands, except share and per share amounts)
|
|
Three Months |
|
|
|
|
|
Ended |
|
|
|
|
|
June 30, 2026 |
|
|
|
Net cash provided by operating activities |
|
$ |
3,861 |
|
|
Amortization of debt issuance costs |
|
|
(299 |
) |
|
Interest expense, net |
|
|
5,034 |
|
|
Change in deferred income taxes |
|
|
(6,004 |
) |
|
Income tax expense (benefit) |
|
|
9,414 |
|
|
Management fees |
|
|
15,841 |
|
|
Transaction costs |
|
|
1,691 |
|
(a) |
Changes in operating assets and liabilities |
|
|
(8,880 |
) |
|
Cash interest expense, net |
|
|
(1,587 |
) |
(b) |
Cash income taxes |
|
|
(550 |
) |
(c) |
Preferred dividends |
|
|
(1,163 |
) |
(d) |
Cash available for distribution |
|
$ |
17,358 |
|
|
|
|
|
|
|
|
Cash available for distribution per share |
|
|
|
|
|
Class A common stock outstanding |
|
|
23,795,450 |
|
|
Class B common stock outstanding |
|
|
3,750,000 |
|
|
Common stock outstanding |
|
|
27,545,450 |
|
|
CAD per Share |
|
$ |
0.63 |
|
|
Initiation of Quarterly Dividend
Consistent with the dividend policy outlined at the time of its initial public offering, the Board of Directors of WhiteHawk has authorized the initiation of a quarterly cash dividend on the Company’s Class A common stock at a rate of $0.50 per share, or $2.00 per share on an annualized basis. The initial dividend has been prorated for the period from the closing of the IPO through June 30, 2026. Accordingly, the Board declared an initial quarterly cash dividend of $0.11 per share of Class A common stock, payable on August 28, 2026 to shareholders of record as of the close of business on August 24, 2026.
WhiteHawk intends to continue to return a significant portion of its Cash Available for Distribution to shareholders through quarterly dividends, with remaining cash flow reinvested into accretive mineral and royalty acquisitions. Prior to the IPO, WhiteHawk paid dividends monthly and delivered 49 consecutive months of dividends to its equity holders.
Capitalization and Liquidity
WhiteHawk completed its IPO on June 10, 2026, issuing 7.7 million Class A common shares for gross proceeds of $200.2 million. On June 16, 2026, the Company exercised its greenshoe option, issuing an additional 0.8 million Class A common shares for gross proceeds of $20.3 million. The proceeds from the transaction were primarily used to repay $156.3 million of borrowings on its senior secured notes, to fully redeem $37.8 million of Series D preferred equity outstanding, and to redeem $10.2 million of its Series B preferred equity outstanding. As of June 30, 2026, WhiteHawk had cash and cash equivalents of $13.2 million and $68.1 million of senior secured notes outstanding, net of unamortized debt issuance costs. In connection with the IPO, the Company repaid $156.3 million of senior notes, materially reducing leverage and cash interest expense on a go-forward basis. On May 10, 2026, WhiteHawk Operating Partnership L.P. (“OpCo”) entered into a $150 million reserve-based revolving credit facility with Capital One, National Association, as administrative agent, which was undrawn at quarter end.
Net debt, which is defined as total debt outstanding less cash and cash equivalents at the end of the period, was $55.5 million at June 30, 2026, down from $166.9 million at March 31, 2026. The Company, in accordance with its credit agreements, was 0.67x levered as of June 30, 2026.(1)
Derivatives
As of August 12, 2026, the Company had the following open hedge contracts:
Period and Type of Contract |
|
Volume (MMBtu) |
|
|
Weighted |
|
||
Natural Gas Fixed Price Swaps: |
|
|
|
|
|
|
||
2026 |
|
|
|
|
|
|
||
Third Quarter |
|
|
3,407,000 |
|
|
$ |
4.05 |
|
Fourth Quarter |
|
|
5,494,000 |
|
|
$ |
4.06 |
|
2027 |
|
|
|
|
|
|
||
First Quarter |
|
|
5,197,000 |
|
|
$ |
3.98 |
|
Second Quarter |
|
|
5,035,000 |
|
|
$ |
3.85 |
|
Third Quarter |
|
|
5,088,000 |
|
|
$ |
3.85 |
|
Fourth Quarter |
|
|
5,130,000 |
|
|
$ |
3.85 |
|
2028 |
|
|
|
|
|
|
||
First Quarter |
|
|
4,787,000 |
|
|
$ |
3.75 |
|
Second Quarter |
|
|
4,653,000 |
|
|
$ |
3.71 |
|
Third Quarter |
|
|
4,648,000 |
|
|
$ |
3.65 |
|
Fourth Quarter |
|
|
4,611,000 |
|
|
$ |
3.65 |
|
2029 |
|
|
|
|
|
|
||
First Quarter |
|
|
3,624,000 |
|
|
$ |
3.64 |
|
Second Quarter |
|
|
533,000 |
|
|
$ |
3.38 |
|
Period and Type of Contract |
|
Volume (MMBtu) |
|
|
Weighted |
|
||
Natural Gas TETCO M2 Fixed |
|
|
|
|
|
|
||
2026 |
|
|
|
|
|
|
||
Third Quarter |
|
|
1,310,000 |
|
|
$ |
(1.07 |
) |
Fourth Quarter |
|
|
1,979,000 |
|
|
$ |
(1.07 |
) |
2027 |
|
|
|
|
|
|
||
First Quarter |
|
|
2,035,000 |
|
|
$ |
(1.03 |
) |
Second Quarter |
|
|
1,857,000 |
|
|
$ |
(1.04 |
) |
Third Quarter |
|
|
1,872,000 |
|
|
$ |
(1.03 |
) |
Fourth Quarter |
|
|
1,886,000 |
|
|
$ |
(1.04 |
) |
2028 |
|
|
|
|
|
|
||
First Quarter |
|
|
1,702,000 |
|
|
$ |
(0.89 |
) |
Second Quarter |
|
|
1,114,000 |
|
|
$ |
(0.85 |
) |
Third Quarter |
|
|
1,118,000 |
|
|
$ |
(0.86 |
) |
Fourth Quarter |
|
|
1,122,000 |
|
|
$ |
(0.84 |
) |
2029 |
|
|
|
|
|
|
||
First Quarter |
|
|
981,000 |
|
|
$ |
(0.84 |
) |
Second Quarter |
|
|
291,000 |
|
|
$ |
(1.03 |
) |
Period and Type of Contract |
|
Volume (Bbls) |
|
|
Weighted |
|
||
WTI Fixed Price Swaps: |
|
|
|
|
|
|
||
2026 |
|
|
|
|
|
|
||
Third Quarter |
|
|
29,000 |
|
|
$ |
62.38 |
|
Fourth Quarter |
|
|
41,000 |
|
|
$ |
62.04 |
|
2027 |
|
|
|
|
|
|
||
First Quarter |
|
|
40,000 |
|
|
$ |
61.74 |
|
Second Quarter |
|
|
38,000 |
|
|
$ |
62.52 |
|
Third Quarter |
|
|
38,000 |
|
|
$ |
62.61 |
|
Fourth Quarter |
|
|
38,000 |
|
|
$ |
62.71 |
|
2028 |
|
|
|
|
|
|
||
First Quarter |
|
|
38,000 |
|
|
$ |
62.74 |
|
Second Quarter |
|
|
26,000 |
|
|
$ |
64.41 |
|
Third Quarter |
|
|
27,000 |
|
|
$ |
64.41 |
|
Fourth Quarter |
|
|
27,000 |
|
|
$ |
64.39 |
|
2029 |
|
|
|
|
|
|
||
First Quarter |
|
|
9,000 |
|
|
$ |
64.45 |
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|||
Period and Type of Contract |
|
Volume (MMBtu) |
|
|
Floor Price |
|
|
Ceiling Price |
|
|||
Natural Gas Collar Contracts: |
|
|
|
|
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
Third Quarter |
|
|
200,000 |
|
|
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Conference Call
WhiteHawk will host a conference call and webcast to discuss its second quarter 2026 results on August 13, 2026 at 9:00 a.m. Eastern Time. A live webcast and accompanying presentation materials will be available in the Investors section of the Company’s website at www.whitehawkminerals.com, where a replay will be archived following the call.
About WhiteHawk Minerals Corp.
WhiteHawk Minerals Corp. (NYSE: WHK) is a natural gas-focused mineral and royalty company positioned in the core of the Marcellus, Utica and Haynesville Shale. WhiteHawk owns mineral and royalty interests across approximately 3.6 million gross unit acres underlying the industry’s premier natural gas operators, representing approximately 13% exposure to total 2025 U.S. dry gas production. The Company was founded in 2022 by a management team with over 125 years of combined experience and is focused on accretively consolidating the fragmented natural gas mineral and royalty space. For more information, please visit www.whitehawkminerals.com.
Forward-Looking Statements
This press 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. Forward-looking statements include, without limitation, statements regarding the Company’s expectations with respect to the closing, funding and financial impact of the
acquisitions described herein, including the expected purchase price, target cash flow multiple and accretive impact of such acquisitions; the Company’s expectations regarding the production and cash flow contributions of the assets to be acquired, including the expectation that such assets will generate approximately 16MMcfe/d and 17MMcfe/d of production and approximately $17.0 million and $18.5 million of incremental cash flow in 2027 and 2028, respectively; the Company’s projected post-acquisition asset base, including expected gross unit acres, producing wells, wells in process and undeveloped locations; the Company’s expected sources and uses of funds for pending acquisitions, including the anticipated issuance of Series E Preferred Stock, use of cash on hand and borrowings under the Company’s revolving credit facility; the Company’s dividend policy, including the declaration and payment of future dividends; the Company’s intention to pay quarterly dividends and to return a significant portion of Cash Available for Distribution to shareholders; expected production; free cash flow, operator development activity on the Company’s acreage; natural gas demand projections (including estimated incremental demand from artificial intelligence data centers, new power plants and LNG export capacity growth); the Company’s acquisition pipeline and target leverage; the expected timing and terms of the Series E Preferred Stock offering; and other statements that are not historical facts. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in commodity prices; the pace and extent of AI-related electricity demand and LNG export development; the Company’s ability to negotiate, execute and consummate definitive documentation for, and to close, the pending acquisitions on the anticipated timeline or at all, including the risk that a counterparty may fail to satisfy closing conditions or otherwise fail to perform under the applicable purchase and sale agreement; the risk that the actual purchase price, cash flow multiple or other economic terms of the pending or future acquisitions may differ from the estimates presented herein; the risk that production and cash flow contributions from assets to be acquired may differ materially from the expectations described herein due to commodity price fluctuations, operator activity levels, well performance and other factors; the availability and terms of financing for the pending acquisitions, including the Series E Preferred Stock offering and borrowings under the Company’s revolving credit facility, and the risk that such financing may not be obtained on the anticipated terms, in the anticipated amounts, on the expected timeline or at all; the Company’s ability to identify and consummate additional acquisitions on favorable terms and to obtain financing therefor; operator drilling and completion activity on the Company’s acreage; regulatory changes; general economic and market conditions; and the risks described under “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission. The declaration and payment of any future dividends, including the amount and timing thereof, will be at the sole discretion of the Board of Directors, which may change the Company’s dividend policy at any time and for any reason, including changes in the Company’s financial condition, results of operations, capital requirements, general business conditions or any other factor the Board deems relevant. There can be no assurance that the Company will declare or pay dividends at the current rate, or at all. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statement, except as required by applicable law.
Investor and Media Contact
John Ragozzino Jr., CFA
investors@whitehawkenergy.com
August 2026 Investor Presentation Exhibit 99.2
This presentation is being provided by WhiteHawk Minerals Corp. (the “Company”) for informational purposes only. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. Forward-Looking Statements This presentation 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. Forward-looking statements include, without limitation, statements regarding the Company’s expectations with respect to future performance, growth opportunities, acquisition pipeline (including the availability of private equity-owned mineral interests for acquisition and remaining portfolio multiples), expected cash flow from or impact of acquisitions on our business, dividend policy, natural gas demand projections (including estimated incremental demand from artificial intelligence (“AI”) data centers, new power plants, and LNG export capacity growth through 2031), and other statements that are not historical facts. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in commodity prices; the pace and extent of AI-related electricity demand and LNG export development; the Company’s ability to identify and consummate acquisitions on favorable terms; operator drilling and completion activity on the Company's acreage; regulatory changes; general economic and market conditions; and the risks described under "Risk Factors" in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statement, except as required by applicable law. Industry and Market Data Certain information contained in this presentation relating to market size, industry trends, and the Company’s competitive position is based on estimates prepared by the Company’s management using publicly available data, third-party reports, and internal analyses. While the Company believes these estimates are reasonable, they have not been independently verified, and the Company makes no representation as to their accuracy or completeness. Actual market conditions may differ from those assumed in this presentation. Non-GAAP Financial Measures This presentation references certain non-GAAP financial measures. These measures are not standardized financial measures under GAAP and may not be comparable to similar measures used by other companies. Non-GAAP financial measures should be considered as supplements to, and not substitutes for, financial information prepared in accordance with GAAP. For reconciliations of these non-GAAP measures to their most directly comparable GAAP measures, please refer to the Appendix to this presentation. "Adjusted EBITDA" means net income (loss) before interest expense, income taxes, and depreciation, depletion and amortization, adjusted for unrealized gains and losses on commodity derivative instruments, non-cash equity-based compensation, if any, accretion of asset retirement obligations, impairment of oil and natural gas properties, if any, gains and losses on sales of assets, if any, loss on extinguishment of debt, transaction costs, and other non-cash or non-recurring operating expenses, if any. "Cash Available for Distribution" means net cash provided by operating activities excluding amortization of debt issuance costs, interest expense, net, transaction costs, deferred taxes, provision for income taxes, management fees, and changes in operating assets and liabilities, plus or minus amounts for certain non-cash operating activities, cash interest expense, cash taxes, and cash preferred dividends. “CAD per Share” means Cash Available for Distribution per share of Class A and Class B common stock. Trademarks This presentation may contain trademarks, service marks, trade names, and copyrights of other companies, which are the property of their respective owners. The Company's use thereof does not imply affiliation with, or endorsement by, the owners of such marks. No Representations or Warranties This presentation has been prepared based on information available to the Company as of the date hereof and has not been independently verified. No representation or warranty, express or implied, is made as to the accuracy, completeness, or reliability of the information contained herein, and the Company expressly disclaims any and all liability that may be based on such information or errors or omissions therefrom. The Company undertakes no obligation to update or revise the information contained in this presentation. Disclaimer Disclosure
Executive Summary
Accretively consolidating the fragmented natural gas mineral space by leveraging management’s deep in-basin relationships Eight large acquisitions since inception in 2022 ~33x remaining current portfolio multiple on existing acreage ~$3-5 billion of private equity-owned interests in Appalachia & Haynesville nearing the end of their investment cycles and fund lives Capitalizing on our high-margin business to send value directly to shareholders We plan to distribute a substantial portion of Cash Available for Distribution(3) Protecting the balance sheet through a conservative cap structure WhiteHawk is the Premier Natural Gas Mineral Company Source: EIA, Enverus, and Company provided data. WhiteHawk provided data as of 6/30/2026 unless otherwise noted. Does not include SJM II acquisition. The total acres within a drilling spacing unit, as the case may be, in which a mineral or royalty interest is owned. Inclusive of gross locations in proved and other undeveloped locations. See Disclaimer for definition of Cash Available for Distribution. How We Capture Value for Our Shareholders AI and LNG are fueling a new demand cycle in U.S. Natural Gas Natural gas-focused minerals and royalties company founded by a management team with over 125 years of experience ~3.6MM gross unit acres in the core of the Marcellus and Haynesville basins underlying the industry’s premier operators ~70 MMcfe/d Q2 2026 net production Current WhiteHawk Footprint WhiteHawk at a Glance Marcellus Haynesville 9,100+ ~3.6MM gross unit acres(1) gross undeveloped locations(2) ~13% exposure to all 2025 U.S. dry gas production
Post-IPO Acquisitions Asset Overview & Key Metrics Category Overview Number of Acquisitions 9 Transactions Total Purchase Price $111.8 million Gross Unit Acres ~700,000 acres Net Royalty Acres (1) 11,810 Average NRI 0.21% Metrics Key Statistics 2027E Cash Flow $17.0 million 2028E Cash Flow $18.5 million Locations Summary Gross Locations PDP >1,700 WIP + Permit >245 Undeveloped >2,500 OTHER OTHER CNX Range Antero EQT Other Adamas Apex Exco BP Expand Other Note: Pie Charts reflect gross locations acquired by operator. Gross locations do not include undeveloped locations. Rig data as of July 27, 2026. Normalized to 1/8th. Appalachia Map Appalachia Acquisitions Map Appalachia Map Haynesville Acquisitions Map
Q2 2026 Highlights Production by Basin Key Metrics – Three Months Ended June 30, 2026 70.0 MMcfe/d Capitalization Table ($ in Millions, as of June 30, 2026) Source: WhiteHawk provided data as of 6/30/2026. Assumes WHK share price of $26.46 as market close on August 11, 2026 and 27,545,450 Class A + Class B shares outstanding. See Disclaimer for definition of Adjusted EBITDA and Cash Available for Distribution. Net Production 70.0 MMcfe/d Adjusted EBITDA (2) $20.7 million Cash Available for Distribution (2) $17.4 million Cash Available for Distribution per Share (2) $0.63/share Common Equity Cash Dividend $0.11/share (Reflects $2.00/share annualized, prorated for June 10th IPO through June 30th, 2026)
$3-$5 Billion of Appalachia and Haynesville natural gas minerals and royalties owned by PE firms nearing exit WhiteHawk is the Premier Natural Gas Consolidator Multiple Paths to Proprietary Deal Flow Track Record of Strategic Acquisitions WhiteHawk is Built to Identify, Value, and Close on Premier Mineral Acreage Ground Game Strategic Multi-Prong Acquisition Approach 100% CAGR in NRAs ~33x current portfolio multiple remaining on existing acreage Source: WhiteHawk provided data as of 6/30/26. Does not include SJM II acquisition.
Executing the Strategy Outlined at IPO Acquiring core assets in WhiteHawk’s focus basins – Appalachia & Haynesville Top-tier operators underpinning production and development Attractive valuation to accretively add scale Providing investors and partners with additional opportunities to deploy capital Strong Q2’26 results with execution on strategic and ground game acquisitions ✔ ✔ ✔ ✔ ✔
Company Overview
Key Investment Highlights Premier mineral & royalty interests in America’s most productive gas basins Assets underlying top-tier operators with visible development activity across WhiteHawk’s footprint High-margin, capital-light business model ensures robust cash available for distribution Significant, accretive acquisition pipeline providing visibility on deploying capital into high-quality assets Positioned at the epicenter of AI-driven electricity demand and LNG export growth Experienced management team with ground-level origination and strategic relationships to generate a differentiated, repeatable acquisition pipeline 1 2 3 4 5 6
WhiteHawk Appalachia Assets Source: Enverus and EIA data. Limited to only operators listed on this page. Represents the percentage of each operator’s 2025 gross Appalachia production in which WhiteHawk owns an interest in as of 12/31/25. WhiteHawk 2025 Appalachia gross production by operator. ~975K gross unit acres The Appalachian Basin is the largest U.S. gas basin, producing ~38% of U.S. natural gas in 2025 (Marcellus ~30%, Utica ~8%) at some of the lowest breakeven costs Extensive pipeline network links the basin to major U.S. demand centers and Gulf Coast LNG export markets, supporting long-term growth As of June 30, 2026, WhiteHawk owns ~975K gross unit acres in PA and WV; position captured ~47%(1) of all Appalachia wells turned in line in 2024 and 2025 by leading operators Average 2025 Dry Gas Appalachia Production: ~33 Bcf/d WhiteHawk Marcellus Units 38% of 2025 U.S. dry gas production (~33 Bcf/d) Appalachia Production by Operator(3) Other 11% WhiteHawk % of Total 2025 Appalachia Wells TILd 21% WhiteHawk % of Total 2025 Appalachia Production 79% 89% Core Acreage Anchored by Best-In Class Operators Appalachia Overview Top Operators Production (Bcfe/d) WHK Exposure(2) 7.4 49% 3.3 33% 2.3 49% 1.8 57%
Haynesville Overview WhiteHawk Haynesville Assets ~725K gross unit acres The Haynesville Basin is a core U.S. gas play within ~150 miles of the Gulf Coast, supplying feed gas to most major LNG export terminals and benefiting from high-deliverability, low-cost wells As of June 30, 2026, WhiteHawk holds ~725k gross unit acres in East Texas and North Louisiana, providing direct exposure to LNG-driven demand growth Responsible for the majority of LNG growth for the next five years as liquefaction capacity comes online Average 2025 Dry Gas Haynesville Production: ~13 Bcf/d WhiteHawk Haynesville Units 15% of 2025 U.S. dry gas production (~13 Bcf/d) Haynesville Production by Operator(2) Other Source: Enverus and EIA data. Excludes Vector acquisition. Represents the percentage of each operator’s 2025 gross Haynesville production in which WhiteHawk owns an interest in as of 12/31/25. WhiteHawk 2025 Haynesville gross production by operator. 33% WhiteHawk % of Total 2025 Haynesville Wells TILd 40% WhiteHawk % of Total 2025 Haynesville Production 60% 67% Core Acreage Anchored by Best-In Class Operators Top Operators Production (Bcfe/d) WHK Exposure(1) 4.0 57% 2.4 47% 1.5 33% 1.4 23%
$0.50 $0.59 High Margins Ensure Robust Cash Flow for Distribution Natural gas is more valuable to WhiteHawk than E&P companies because WhiteHawk pays minimal operating costs and no capital expenditures Results in a sustainable platform that supports attractive dividend yields, balance sheet flexibility, and long-term shareholder value 49 months of consecutive dividend payments through IPO (1) Illustrative Working Interest Operator Illustrative Cash Margin ($/mcfe) at $4.00/mcfe $1.46 $1.33 cash margin op costs F&D royalties Value Capture of natural gas molecule $3.41 op costs cash margin $0.71 Source: Company provided data. Note: Estimate based on typical molecule sold. (1) Historical dividend was paid monthly. Dividends are not guaranteed and are authorized by the Board of Directors. (2) Illustrative costs are based on EQT Corporation for the year ended December 31, 2025, as publicly reported in filings with the SEC, and assume a 12.5% royalty. F&D costs exclude lease acquisitions. Generating higher cash margin per molecule…(2) …drives consistent distributions to shareholders across commodity cycles
KY VA MD OH PA WV Appalachia is at the Epicenter of AI-Driven Electricity Growth WhiteHawk’s Appalachian acreage is at the epicenter of growing natural gas demand driven by new AI data centers and power plants The Company has identified up to ~11.1(1) Bcf/d of incremental natural gas demand in close proximity to its acreage 21 new or planned power plants with anticipated total new demand of ~7.8 Bcf/d(1) 28 new data centers with anticipated total new demand of ~3.3 Bcf/d(1) Large projects are already under construction in immediate proximity to WhiteHawk’s acreage EQT will supply ~0.8 Bcf/d to the site of the former coal-fired Bruce Mansfield Power Plant in Shippingport, PA In Homer City, PA, a 4.22 GW power plant (~0.7 Bcf/d) is being constructed to power AI data centers Source: Public filings, S&P Global, www.homercityredevelopment.com, EQT investor presentation, and EIA data. Note: Only includes sites with reported capacity. (1) Assumed 6,250 MMBtu / GWh heat rate, therefore 1 GW of power = 154 MMcf/d. Under Construction 3.4 Bcf/d Shippingport Homer City 650 mmcf/d 800 mmcf/d FID Announced 0.6 Bcf/d 7.0 Bcf/d 11.1 Bcf/d New In-Basin Natural Gas Demand Commentary
WhiteHawk’s Haynesville acreage is expected to directly benefit from the growing LNG export demand United States LNG export capacity is growing from ~17 Bcf/d currently to ~45 Bcf/d by 2031 17 Bcf/d of export capacity under construction and an additional ~11 Bcf/d capacity at FID and announced stages Most LNG is destined for Asian and European markets with prices 3-4x higher than the U.S. in 2025 ~4.4 Bcf/d ~0.7 Bcf/d ~4.1 Bcf/d ~2.4 Bcf/d ~1.4 Bcf/d Under Construction FID Announced LNG Export Terminals ~7.5 Bcf/d ~4.7 Bcf/d Positioned to Capitalize on LNG Export Growth New In-Basin Natural Gas Demand(1) Commentary Source: EIA data. Note: Map excludes the Alaska LNG project (2.6 Bcf/d). (1) As of 12/31/2025 ~28 Bcf/d Estimates Commercial Operation 17 Bcf/d Under Construction 17 Bcf/d Announced 11 Bcf/d
Source: EIA, Company estimates, EQT investor presentation, and publicly available data. Note: 2025 U.S. Natural Gas Demand includes 2025 LNG exports. U.S. natural gas demand is expected to grow materially over the next decade Key source of U.S. power – natural gas generated ~41% of U.S. electricity in 2025 Power, Artificial Intelligence / Data Centers, and LNG Exports are expected to add ~25% of incremental natural gas demand by 2031 through under construction projects This call on natural gas will result in either higher gas prices allowing WhiteHawk to capture upside without operators funding new development and/or operators increase production and WhiteHawk benefits without funding the new development AI + LNG = ~25% Increase in Natural Gas Demand Growth Under Construction Natural Gas Demand (Bcf/d) Commentary ~25% Increase
Appalachia Haynesville Mid-Continent Other Total Gross Unit Acres 975,000 725,000 1,700,000 150,000 3,550,000 Net Royalty Acres(1) 32,696 14,328 88,408 7,640 143,072 Implied Avg. Net Revenue Interest Across DSUs(2) 0.42% 0.25% 0.65% 0.64% 0.51% 2Q26 Production Mix Top Operators Oil Gas NGLs 38.8 MMcfe/d 17.6 MMcfe/d 6.7 MMcfe/d 7.0 MMcfe/d 70.0 MMcfe/d Source: WhiteHawk data as of 6/30/2026 unless otherwise noted. Does not include SJM II acquisition. Normalized to 1/8th. Calculated as net royalty acres divided by 8, divided by gross unit acres. Asset Overview by Basin
Daniel Herz | Founder, President, Chairman & Chief Executive Officer Founded WhiteHawk Energy in 2021, an independent minerals and royalties company Director for Presidio Petroleum (2026+) Founder, President & Chief Executive Officer of Falcon Minerals (NASDAQ: FLMN): 2018-2021 Founder and President of Osprey Energy Acquisition Corp. (NASDAQ: OSPR) Chief Executive Officer of Titan Energy (NYSE: TTEN), and President of Atlas Energy Group, LLC (NYSE: ATLS): 2015-2018 Served in executive capacities for the Atlas companies from 2004-2015, including Sr. Vice President of Corp. Development, leading to their ultimate sales to Chevron (2011) and Targa Resources (2015) Executive Management Team Director, Chief Financial Officer, Treasurer & Secretary at WhiteHawk Minerals Corp. Founder & Partner at PhiCap Advisors Director & Chief Financial Officer at Titan Energy: 2016 – 2021 Principal Executive Officer & Chief Financial Officer at Atlas Energy Group: 2015 – 2021 Senior Auditor at Deloitte & Touche, LLP: 2004 – 2007 Jeffrey Slotterback Chief Financial Officer Vice President & Head of Corporate Development & Strategy at WhiteHawk Minerals Corp. Private Equity at The Blackstone Group: 2019 – 2021 Financial Associate at Falcon Minerals Corporation (NASDAQ: FLMN): 2018 – 2019 Investment Banking at Jefferies: 2016 – 2018 Matthew Heinlein Head of Corporate Development Chief Operating Officer at WhiteHawk Minerals Corp. Partner at PhiCap Advisors Interim Chief Financial Officer at Zefiro Methane Corp Chief Operating Officer at Falcon Minerals (NASDAQ: FLMN): 2018 – 2022 Vice President of Operations at Atlas Energy Group: 2011 – 2018 Audit Manager at Protiviti: 2008 – 2009 Michael Downs Chief Operating Officer
Took public in 2004 for $200 million valuation Pioneered the Marcellus Shale, drilling many of the initial wells in the play(1) Sold to Chevron Corporation for $4.3 billion Formed in 2018 via a SPAC combination with Osprey Energy Completed 30 Eagle Ford mineral and royalty acquisitions Completed an all-stock $1.9 billion merger with Desert Peak Minerals and rebranded as Sitio Royalties Sitio sold to Viper Energy in June 2025 for $4.1 billion Took public in 2000 for $40 million valuation Built a significant G&P business in Oklahoma and the Permian basin with over 11,000 miles of pipeline and 17 processing plants Sold to Targa Resources for $7.7 billion 2010 2015 2016 2020 2021 Today 2000 2005 Atlas Energy & Atlas Pipeline Partners Falcon Minerals WhiteHawk Energy Formed in 2022 with a clear mission to build the premier natural gas minerals and royalty platform Investment strategy centered around $3-$5 billion of private-equity owned natural gas mineral royalties nearing the end of their investment cycles and fund lives Successfully completed eight large acquisitions spanning over ~3.6MM gross unit acres primarily focused on the Utica, Marcellus, and Haynesville Shale Delivered dividend for 49 consecutive months through IPO (2) Track Record of Creating Value for Shareholders Source: Publicly available and company provided data. Excludes Vector acquisition. (1) In the Marcellus between the IPO and announcement of the sale to Chevron (2005 – 2010). (2) Historical dividend was paid monthly. Dividends are not guaranteed and are authorized by the Board of Directors. The Up-C structure will result in dividend payments being dependent upon distributions from OpCo and WHK's operating subsidiaries as well as restrictions contained in the agreements governing WHK's indebtedness. ` Initial Public Offering
Appendix
Reconciliation of Non-GAAP Measures Reflects inclusion of non-recurring transaction expenses associated with the initial public offering. Reflects a reduction in cash interest expense related to the paydown of outstanding debt made at the closing of the initial public offering. Reflects a reduction in cash income taxes related to the acquisition of PHX Minerals, Inc. made in Q2 2025 that were paid in Q2 2026. Reflects a reduction in preferred dividends related to the redemption of Series B preferred that occurred in Q2 2026. ADJUSTED EBITDA RECONCILIATION Three Months Ended June 30, 2026 Net income (loss) $ (39,205) Interest expense, net 5,034 Depletion, depreciation and accretion 10,198 Income tax expense (benefit) 9,414 Management fees 15,841 Unrealized loss (gain) on commodity derivative instruments (6,655) Loss on extinguishment of debt 21,722 Stock-based compensation 925 Change in fair value of earnout liability 1,694 Transaction costs 1,691 (a) Adjusted EBITDA $ 20,659 CASH AVAILABLE FOR DISTRIBUTION Three Months Ended June 30, 2026 Net cash provided by operating activities $ 3,861 Amortization of debt issuance costs (299) Interest expense, net 5,034 Change in deferred income taxes (6,004) Income tax expense (benefit) 9,414 Management fees 15,841 Transaction costs 1,691 (a) Changes in operating assets and liabilities (8,880) Cash interest expense, net (1,587) (b) Cash income taxes (550) (c) Preferred dividends (1,163) (d) Cash available for distribution $ 17,358 Cash available for distribution per share Class A common stock outstanding 23,795,450 Class B common stock outstanding 3,750,000 Common stock outstanding 27,545,450 CAD per Share $ 0.63