WhiteHawk Minerals plans $75M share placement

WhiteHawk Minerals Corp. (WHK) entered into a Securities Purchase Agreement for a private placement of 2,873,563 shares of its Class A common stock at $26.10 per share, for expected aggregate gross proceeds of about $75.0 million before fees.

Rhea-AI Filing Summary

WhiteHawk Minerals Corp. (WHK) entered into a Securities Purchase Agreement for a private placement of 2,873,563 shares of its Class A common stock at $26.10 per share, for expected aggregate gross proceeds of about $75.0 million before fees. The private placement is expected to close on September 21, 2026, and the company plans to use the net proceeds to fund recently announced acquisitions and for general corporate purposes.

In a related Registration Rights Agreement, WhiteHawk agreed to file a resale registration statement for these shares within 45 days after closing and to use reasonable best efforts to have it declared effective no later than the earlier of 75 days after initial filing if reviewed by the SEC or the fifth business day after being notified no review will occur. If filing or effectiveness deadlines are missed (after a ten-day cure period), the company will owe liquidated damages of 1.0% of each investor’s purchase price per 30-day period, capped at 5.0%.

Filing Explained

The expected September 21 closing would add 2,873,563 shares and dilute existing holders’ percentage ownership if completed.

This Form 8-K reports that WhiteHawk Minerals Corp. signed an agreement for a private placement of 2,873,563 Class A shares, with closing expected on September 21, 2026. If it closes, issuing those shares would increase the total share count and reduce existing holders’ percentage ownership; the filing does not establish that issuance has occurred.

The transaction is a private placement to selected investors outside a public offering. The related registration commitment covers the investors’ later resale of shares, while the purchase agreement covers the company’s issuance at closing; registration therefore is not itself evidence that the shares have been sold or resold.

The next state check is the expected September 21, 2026 closing, which remains subject to customary closing conditions and termination provisions stated in the purchase agreement.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares in Private Placement: 2,873,563 shares Purchase Price per Share: $26.10 per share Aggregate Gross Proceeds: $75.0 million +5 more

8 metrics

Shares in Private Placement 2,873,563 shares Class A common stock offered in the private placement

Purchase Price per Share $26.10 per share Price for each Class A common share sold in the private placement

Aggregate Gross Proceeds $75.0 million Expected gross proceeds from the private placement before fees and expenses

Registration Statement Filing Deadline 45 days Maximum time after closing to file resale registration statement

Effectiveness Deadline if Reviewed 75 days Latest date after initial filing if the SEC reviews the registration statement

Liquidated Damages Rate 1.0% per 30 days Percentage of each investor’s purchase price owed per 30-day delay after cure period

Liquidated Damages Cap 5.0% of purchase price Maximum aggregate liquidated damages payable to each investor

Expected Closing Date September 21, 2026 Target closing date of the private placement

Key Terms

Securities Purchase Agreement, Private Placement, Registration Rights Agreement, Rule 506 of Regulation D, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Purchase Agreement”)"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Private Placement financial

"for the private placement (the “Private Placement”) of 2,873,563 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Registration Rights Agreement financial

"entered into a Registration Rights Agreement (the “Registration Rights Agreement”)"

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.

Rule 506 of Regulation D regulatory

"exempt from registration pursuant to Section 4(a)(2) ... and Rule 506 of Regulation D"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

Rule 144 regulatory

"may be sold without volume or manner-of-sale restrictions pursuant to Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

FAQ

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

What capital raise did WHK announce in this 8-K?

WhiteHawk Minerals Corp. announced a private placement of 2,873,563 Class A shares at $26.10 per share, for expected gross proceeds of about $75.0 million before fees, pursuant to a Securities Purchase Agreement with institutional investors.

How will WhiteHawk Minerals Corp. (WHK) use the $75 million proceeds?

WhiteHawk Minerals Corp. intends to use the net proceeds from the approximately $75.0 million private placement to fund its recently announced acquisitions and for general corporate purposes, according to the disclosure.

When is the WHK private placement expected to close?

The private placement by WhiteHawk Minerals Corp. is expected to close on September 21, 2026, subject to customary closing conditions described in the Securities Purchase Agreement.

What registration rights do WHK private placement investors receive?

Investors receive a Registration Rights Agreement under which WhiteHawk will file a resale registration statement within 45 days after closing and use reasonable best efforts to have it declared effective within specified SEC review timelines so the shares can be resold.

What liquidated damages could WHK owe if registration obligations are delayed?

If WhiteHawk fails to timely file or maintain effectiveness of the resale registration statement (after a ten-day cure), it must pay liquidated damages of 1.0% of each investor’s purchase price per 30-day period, capped at an aggregate of 5.0%, subject to stated exceptions.

Under what exemption is WHK’s private placement being conducted?

The transaction relies on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D, as an offering by an issuer not involving a public offering, with investors acquiring the securities for investment only.

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

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false 0001921603 0001921603 2026-09-18 2026-09-18

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): September 18, 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, including 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.

Securities Purchase Agreement

On September 18, 2026, WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the investors named therein (collectively, the “Investors”), for the private placement (the “Private Placement”) of 2,873,563 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $26.10 per Share. The aggregate gross proceeds of the Private Placement are expected to be approximately $75.0 million, before deducting placement agent fees and other expenses.

The Private Placement is expected to close on September 21, 2026. The Company intends to use the net proceeds from the Private Placement to fund its recently announced acquisitions and for general corporate purposes.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated are acting as placement agents for the Private Placement.

The Private Placement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The Investors will acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to the securities issued in this transaction.

Registration Rights Agreement

On September 18, 2026, in connection with the Private Placement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) as promptly as reasonably practicable following the closing of the Private Placement (but in no event later than 45 days after the closing date) for purposes of registering the resale of the Shares issued pursuant to the Purchase Agreement.

The Company agreed to use its reasonable best efforts to have the registration statement declared effective by the SEC at the earliest possible date but no later than the earlier of (a) the 75th calendar day following the initial filing date of the registration statement if the SEC notifies the Company that it will review the registration statement and (b) the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed or will not be subject to further review.

The Company has also agreed, among other things, to indemnify the Investors and certain related parties under the registration statement from certain liabilities and to pay all registration expenses incident to the Company’s performance of its obligations under the Registration Rights Agreement. The Company agreed to keep the registration statement effective until the date that all Shares covered by the registration statement (i) have been sold thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. The Registration Rights Agreement also provides that if the Company fails to file or maintain the effectiveness of the registration statement within the specified time periods (subject to a ten-day cure period), the Company will pay liquidated damages to the Investors equal to 1.0% of such Investor’s aggregate purchase price per 30-day period, capped at 5.0% of such purchase price, subject to certain exceptions.

The foregoing description of the Purchase Agreement and the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement and form of Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Form of Securities Purchase Agreement, dated September 18, 2026, by and among WhiteHawk Minerals Corp. and the investors party thereto
10.2		Form of Registration Rights Agreement, dated September 18, 2026, by and among WhiteHawk Minerals Corp. and the investors party thereto
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

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 anticipated closing and timing of the Private Placement, the intended use of proceeds 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,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “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: the Company’s ability to close the Private Placement on the anticipated timeline or at all, including the risk that closing conditions may not be satisfied; changes in commodity prices; 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. 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.

				WhiteHawk Minerals Corp.
Date: September 18, 2026				By:		/s/ Daniel Herz
						Daniel Herz
						Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 168.1 KB
• EX-10.2 EX-10.2 120.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB