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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
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Date of Report (Date of earliest event reported): October 27, 2026 |
WhiteHawk Minerals Corp.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-43337 |
88-0862160 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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2000 Market Street Suite 910 |
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Philadelphia, Pennsylvania |
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19103 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 610 484-3412 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Class A Common Stock, par value $0.0001 per share |
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WHK |
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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. ☐
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Item 1.01 |
Entry into a Material Definitive Agreement. |
Third Amendment to Credit Agreement
On October 27, 2026, WhiteHawk Income Operating Partnership L.P. (the “Borrower”), a subsidiary of Whitehawk Minerals Corp. (the “Company”), entered into the Third Amendment (the “Third Amendment”) to Amended and Restated Credit Agreement, dated as of May 25, 2026 (as previously amended, the “Credit Agreement”), among the Company, as Parent, the Borrower, WhiteHawk Income OP GP LLC, as general partner of the Borrower, the guarantors party thereto, Capital One, National Association, as Administrative Agent and Issuing Bank, and the lenders party thereto.
The Third Amendment amends the Credit Agreement to, among other things, (i) remove reference to the Company’s Series D Preferred Stock, (ii) expressly permit the filing of the certificates of designations for the Company’s Series E Preferred Stock and Series F Preferred Stock and (iii) expressly permit the issuance of the Company’s Series E Preferred Stock and Series F Preferred Stock, with the issuance of such Series F Preferred Stock conditioned on the first $50.0 million of net cash proceeds from such issuance being applied to redeem the Series E Preferred Stock in full.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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10.2 |
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Third Amendment to Amended and Restated Credit Agreement, dated as of October 27, 2026, among WhiteHawk Minerals Corp., as Parent, WhiteHawk Income Operating Partnership L.P., as Borrower, WhiteHawk Income OP GP LLC, as general partner of the Borrower, the guarantors party thereto, Capital One, National Association, as Administrative Agent and Issuing Bank, and the lenders party thereto. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
‡ Incorporated by reference.
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: |
November 2, 2026 |
By: |
/s/ Daniel Herz |
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Daniel Herz
Chief Executive Officer |
