SEC Form 4 · accession 0001193125-26-269367
WhiteHawk Minerals Corp. · WHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Daniel C Herz
Officer — CEO, President & Chairman · Director · 10% Owner
WhiteHawk Minerals LLC
10% Owner
Period of report
Mar 2, 2026
Accepted (ET)
Jun 12, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001921603
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF1,F2 | Mar 2, 2026 | A | 2,000 | — | A | 2,000 | D | |
| Class A Common StockF1,F3 | Jun 8, 2026 | A | 185,729 | — | A | 185,729 | D | |
| Class A Common StockF1,F3,F4 | Jun 8, 2026 | A | 358,893 | — | A | 358,893 | I | By WhiteHawk Minerals LLC |
| Class B Common StockF1,F3,F4 | Jun 8, 2026 | A | 3,750,000 | — | A | 3,750,000 | I | By WhiteHawk Minerals LLC |
| Series D Preferred StockF5 | Jun 10, 2026 | D | 2,000 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F3,F4,F6 | — | Jun 8, 2026 | A | 3,750,000 | A | — | — | Class A Common Stock | 3,750,000 | 3,750,000 | I |
Explanation of responses
- F1This 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).
- F2Represents an acquisition of Series D Preferred Stock from the Issuer for $1,000 per share.
- F3Represents an acquisition of shares of Class A Common Stock, Class B Common Stock and common units of WhiteHawk Income Operating Partnership L.P. ("Common Units") pursuant to a reorganization of the Issuer.
- F4Mr. Herz serves as the sole Managing Member of WhiteHawk Energy LLC, which in turn serves as the sole Managing Member of WhiteHawk Minerals LLC. In such capacity, Mr. Herz exercises sole voting and investment power over the shares of Class A common stock and Class B common stock held by WhiteHawk Minerals LLC and may therefore be deemed to beneficially own such shares. Mr. Herz disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F5The 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) $112,438.36 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).
- F6Each Common Unit may be redeemed or exchanged for one share of Class A Common Stock, and a corresponding number of Class B Common Stock will be cancelled for no consideration. The Common Units have no expiration date.