SEC Form 4 · accession 0001193125-26-269369
WhiteHawk Minerals Corp. · WHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Downs
Officer — Chief Operating Officer
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,F3 | Mar 2, 2026 | A | 100 | — | A | 100 | I | By PhiCap Advisors, LLC |
| Class A Common StockF1,F4,F3 | Jun 8, 2026 | A | 14,369 | — | A | 14,369 | I | By PhiCap Advisors, LLC |
| Series D Preferred StockF5,F3 | Jun 10, 2026 | D | 100 | — | D | 0 | I | By PhiCap Advisors, LLC |
Table II — derivative securities
No Table II lines on this filing.
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 securities held by PhiCap Advisors, LLC ("PhiCap"). The Reporting Person may be deemed to share beneficial ownership of the shares attributable to PhiCap by virtue of his shared voting and investment power over the securities held by PhiCap. Mr. Downs disclaims beneficial ownership of the shares held by PhiCap except to the extent of his pecuniary interest therein.
- F4Represents an acquisition of shares of Class A Common Stock pursuant to a reorganization of the Issuer.
- 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) $5,621.92 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).