WhiteHawk Minerals sells $75M in private placement

WhiteHawk identifies Rule 506(b) as its claimed exemption and records September 18, 2026, as the first sale date.

Rhea-AI Filing Summary

WhiteHawk Minerals Corp. reported $74,999,994 USD sold in a private placement of Class A common stock, with $0 USD remaining to be sold. The notice claims the Rule 506(b) exemption and lists September 18, 2026, as the date of first sale.

Key Figures

Amount Sold: $74,999,994 USD Amount Remaining to Be Sold: $0 USD Finders' Fees: $0 USD

3 metrics

Amount Sold $74,999,994 USD Private placement of Class A common stock

Amount Remaining to Be Sold $0 USD Private placement

Finders' Fees $0 USD Offering expenses

Key Terms

Rule 506(b), Private placement, Finders' Fees

3 terms

Rule 506(b) regulatory

"Rule 506(b) exemption claimed"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Private placement financial

"Private placement of Class A common stock"

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.

Finders' Fees financial

"Finders' Fees $0 USD"

A finders' fee is a payment made to a person or firm that introduces two parties who then complete a business deal, such as a sale, investment or loan. Think of the finder as a matchmaker who gets paid for bringing the parties together; for investors this matters because the fee reduces the deal’s net proceeds, can affect returns, and may signal a potential conflict of interest that should be disclosed.

FAQ

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

How much did WhiteHawk Minerals Corp. (WHK) sell in its private placement?

WhiteHawk Minerals Corp. reported $74,999,994 USD sold, with $0 USD remaining to be sold. The securities were Class A common stock.

When was the first sale in WhiteHawk Minerals Corp. (WHK)'s private placement?

The first sale date was September 18, 2026.

Which firms are listed for sales compensation in WhiteHawk Minerals Corp. (WHK)'s notice?

The sales-compensation section names Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated. Finders' fees are reported as $0 USD.

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

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Available on EDGAR 10/05/2026 - 06:01 AM Accepted by SEC EDGAR 10/02/2026 - 05:45 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001921603

WhiteHawk Income Corp

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

WhiteHawk Minerals Corp.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
WhiteHawk Minerals Corp.
Street Address 1		Street Address 2
2000 MARKET STREET		OFFSITE SUITE 910
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
PHILADELPHIA	PENNSYLVANIA	19103	601-484-3412

3. Related Persons

Last Name	First Name	Middle Name
Herz	Daniel
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelphia	PENNSYLVANIA	19103

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Slotterback	Jeffrey
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelphia	PENNSYLVANIA	19103

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Smith	Jeffery
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelphia	PENNSYLVANIA	19103

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hananel	Barrie
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelphia	PENNSYLVANIA	19103

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pilatzke	Stephen
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelphia	PENNSYLVANIA	19103

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bigman	Alan
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelphia	PENNSYLVANIA	19103

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ceitlin	Andrew
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelphia	PENNSYLVANIA	19103

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gold	Peggy
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelpha	PENNSYLVANIA	19103

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Karlovich III	Robert
Street Address 1	Street Address 2
2000 Market Street	Suite 910
City	State/Province/Country	ZIP/PostalCode
Philadelphia	PENNSYLVANIA	19103

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

X Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
X	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-18				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Raymond James & Associates, Inc.	705
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
880 Carillon Parkway
City	State/Province/Country	ZIP/Postal Code
St. Petersburg	FLORIDA	33716
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
MASSACHUSETTS NEW YORK TEXAS

Recipient	Recipient CRD Number None
Stifel, Nicolaus & Company, Incorporated	793
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1201 Wills Street	Suite 600
City	State/Province/Country	ZIP/Postal Code
Baltimore	MARYLAND	21231
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
MARYLAND

13. Offering and Sales Amounts

Total Offering Amount	$74,999,994	USD	or Indefinite
Total Amount Sold	$74,999,994	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Private placement of Class A common stock

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

13

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$2,624,999	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
WhiteHawk Minerals Corp.	J. Slotterback	Jeffrey Slotterback	Chief Financial Officer	2026-10-02

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.