WhiteHawk Minerals (WHK) director gets RSUs as preferred shares redeemed

Rhea-AI Filing Summary

WhiteHawk Minerals Corp. director Jeffery Allen Smith reported pre-IPO preferred activity and new common stock awards. Entity BCA-WHE LLC, where Smith serves as CEO, acquired 350 shares of Series D Preferred Stock at $1,000 per share on March 2, 2026, then had those 350 preferred shares redeemed by the company in connection with its initial public offering for their $1,000 stated value plus $19,676.71 of accrued dividends and additional amounts to deliver a defined Minimum Return. BCA-WHE LLC also received 33,212 Class A common shares in a corporate reorganization. Separately, Smith received a direct award of 9,524 restricted stock units, each representing one Class A share, vesting on June 10, 2027, leaving him with 9,524 Class A shares reported as directly owned.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Smith Jeffery Allen

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	9,524	$0.00	--
Disposition	Series D Preferred Stock	350	$0.00	--
Grant/Award	Class A Common Stock	33,212	$0.00	--
Grant/Award	Series D Preferred Stock	350	$0.00	--

Holdings After Transaction: Class A Common Stock — 9,524 shares (Direct, null); Series D Preferred Stock — 0 shares (Indirect, By BCA-WHE LLC); Class A Common Stock — 33,212 shares (Indirect, By BCA-WHE LLC)

Footnotes (1)

1. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a). Represents an acquisition of Series D Preferred Stock from the Issuer for $1,000 per share. Represents securities held by BCA-WHE LLC ("BCA-WHE"). The Reporting Person serves as the Chief Executive Officer of BCA-WHE. In such capacity, Mr. Smith has been delegated voting and dispositive power over the shares held by BCA-WHE. Mr. Smith disclaims beneficial ownership of the shares held by BCA-WHE except to the extent of his pecuniary interest therein. Represents an acquisition of shares of Class A Common Stock pursuant to a reorganization of the Issuer. Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on June 10, 2027. The Series D Preferred Stock was redeemed by the Issuer in connection with the consummation of its initial public offering, for an amount consisting of (i) the stated value of $1,000 per share and (ii) $19,676.71 of accrued dividends and additional amounts necessary such that the holder received the Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock).

Key Figures

Series D Preferred acquired: 350 shares Series D acquisition price: $1,000 per share Accrued dividends on redemption: $19,676.71 +3 more

6 metrics

Series D Preferred acquired 350 shares Acquisition by BCA-WHE LLC on March 2, 2026 at $1,000 per share

Series D acquisition price $1,000 per share Stated in footnote as purchase price for Series D Preferred Stock

Accrued dividends on redemption $19,676.71 Accrued dividends and additional amounts paid on Series D redemption

Class A shares via reorganization 33,212 shares Class A Common Stock received by BCA-WHE LLC in issuer reorganization

RSU award to Smith 9,524 units Restricted stock units, each for one Class A share, vesting June 10, 2027

Direct Class A holdings 9,524 shares Total Class A Common Stock directly owned by Smith after RSU grant

Key Terms

Series D Preferred Stock, restricted stock units, initial public offering, Minimum Return, +2 more

6 terms

Series D Preferred Stock financial

"Represents an acquisition of Series D Preferred Stock from the Issuer for $1,000 per share."

Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

restricted stock units financial

"Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

initial public offering financial

"in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a)."

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Minimum Return financial

"additional amounts necessary such that the holder received the Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock)."

Certificate of Designations financial

"Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock)."

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Rule 16a-2(a) regulatory

"and is reported herein pursuant to Rule 16a-2(a)."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/12/2026 - 04:07 PM Accepted by SEC EDGAR 06/12/2026 - 04:05 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Jeffery Allen

(Last) (First) (Middle)

2000 MARKET STREET, SUITE 910

(Street)

PHILADELPHIA PENNSYLVANIA 19103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WhiteHawk Minerals Corp. [ WHK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series D Preferred Stock	03/02/2026(1)		A		350	A	(2)	350	I	By BCA-WHE LLC(3)
Class A Common Stock	06/08/2026(1)		A		33,212	A	(4)	33,212	I	By BCA-WHE LLC(3)
Class A Common Stock	06/10/2026		A		9,524(5)	A	$0	9,524	D
Series D Preferred Stock	06/10/2026		D		350	D	(6)	0	I	By BCA-WHE LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a).

2. Represents an acquisition of Series D Preferred Stock from the Issuer for $1,000 per share.

3. Represents securities held by BCA-WHE LLC ("BCA-WHE"). The Reporting Person serves as the Chief Executive Officer of BCA-WHE. In such capacity, Mr. Smith has been delegated voting and dispositive power over the shares held by BCA-WHE. Mr. Smith disclaims beneficial ownership of the shares held by BCA-WHE except to the extent of his pecuniary interest therein.

4. Represents an acquisition of shares of Class A Common Stock pursuant to a reorganization of the Issuer.

5. Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on June 10, 2027.

6. The Series D Preferred Stock was redeemed by the Issuer in connection with the consummation of its initial public offering, for an amount consisting of (i) the stated value of $1,000 per share and (ii) $19,676.71 of accrued dividends and additional amounts necessary such that the holder received the Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock).

	/s/ Barrie Hananel, Attorney-in-Fact	06/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did WhiteHawk Minerals (WHK) report for Jeffery Allen Smith?

WhiteHawk Minerals reported that an entity led by director Jeffery Allen Smith acquired and then redeemed 350 Series D preferred shares, received 33,212 Class A shares in a reorganization, and Smith received 9,524 restricted stock units vesting in 2027 as direct equity compensation.

How many Series D Preferred Stock shares were involved in the WHK Form 4 filing?

The filing shows 350 shares of Series D Preferred Stock acquired for $1,000 per share and later redeemed by WhiteHawk Minerals. The redemption amount included the $1,000 stated value per share plus $19,676.71 of accrued dividends and additional sums to meet a defined Minimum Return.

What Class A Common Stock did BCA-WHE LLC receive in WhiteHawk Minerals (WHK)?

BCA-WHE LLC, an entity where Jeffery Allen Smith is CEO, received 33,212 shares of Class A Common Stock in a reorganization of WhiteHawk Minerals. Smith has voting and dispositive power over BCA-WHE’s holdings but disclaims beneficial ownership beyond his pecuniary interest.

What equity award did director Jeffery Allen Smith receive from WhiteHawk Minerals (WHK)?

Jeffery Allen Smith received an award of 9,524 restricted stock units, each representing one share of Class A Common Stock. These RSUs vest on June 10, 2027, and are reported as a direct acquisition, leaving Smith with 9,524 directly owned Class A shares after the grant.

How was the Series D Preferred Stock redemption structured at WhiteHawk Minerals (WHK)?

The Series D Preferred Stock was redeemed in connection with WhiteHawk Minerals’ initial public offering. Holders received the $1,000 per share stated value plus $19,676.71 of accrued dividends and extra amounts so the total matched the Minimum Return defined in the Certificate of Designations.

Are the BCA-WHE LLC holdings considered personally owned by Jeffery Allen Smith at WHK?

The filing states securities are held by BCA-WHE LLC, where Jeffery Allen Smith has voting and dispositive power as CEO. He disclaims beneficial ownership of those shares except to the extent of his pecuniary interest, distinguishing entity holdings from his direct personal ownership.