WhiteHawk Minerals files S-1 for $2.6M Series F Preferred offering at $26.00/share

100,000 shares of Series F Preferred Stock

5,331,135 shares of Class A common stock

26,669,013 shares of Class A common stock

a cumulative dividend at a fixed annual rate of 7.5% per annum of the Stated Value

8% of the Stated Value disclosed herein, which equals $80.00 per share of Series F Preferred Stock

In connection with this Offering, we will enter into a Dealer Manager Agreement with the Dealer Manager pursuant to which it has agreed to serve as our agent and dealer manager of this Offering, to be offered and sold pursuant to the registration statement of which this prospectus is a part.

The aggregate purchase price was $105.0 million, subject to customary adjustments (the "SJM II Acquisition"). On September 25, 2026, the Company completed the SJM II Acquisition for aggregate consideration at closing of approximately $96.8 million, after customary adjustments.

On September 23, 2026, the Company entered into a Securities Purchase Agreement with certain investors, including Daniel Herz, the Company's Chairman, President and Chief Executive Officer. Under that agreement, the Company issued and sold 50,000 shares of its newly designated Series E Preferred Stock, par value $0.0001 per share, for aggregate gross proceeds of $50.0 million.

Pursuant to the PHX Merger Agreement, by and among the Company Parties and PHX, the Company Parties agreed to acquire in an all-cash transaction all issued and outstanding shares of PHX’s common stock for a purchase price of $4.35 per share, a total value of $194.8 million, including PHX’s net debt.

WhiteHawk is focused on being the premier natural gas mineral and royalty business in the United States.

As of June 30, 2026, our portfolio spans approximately 3.6 million gross DSU acres, including 1.7 million gross DSU acres across the Appalachian and Haynesville Basins.

As of December 31, 2025, the most recent date for which this data is available, our portfolio represented an economic interest in approximately 13%3 of all natural gas produced in the United States and included more than 10,900 producing wells and more than 8,000 remaining identified undeveloped locations.

In 2025, approximately 18%7 of all wells drilled in the Appalachian and Haynesville Basins were located on acreage in which we hold royalty interests.

we intend to use the net proceeds from the sale of our shares of Series F Preferred Stock for general corporate purposes, including but not limited to funding future acquisitions of mineral and royalty interests and working capital.

Up to 5.5% of the Stated Value of each share of Series F Preferred Stock sold in the Offering will be paid by the Company to the Dealer Manager and reallowed to participating broker-dealers.

Up to 2.5% of the Stated Value of each share of Series F Preferred Stock sold in the Offering will be paid by the Company to the Dealer Manager.

in no event will all forms of underwriting compensation in this offering exceed 8% of gross Offering proceeds.

The Company will pay Offering Expenses which are not considered underwriting compensation under FINRA Rule 5110 (“Offering Expenses”), directly or by reimbursing the Dealer Manager and/or a participating financial intermediary for Offering Expenses, in an amount which, in the aggregate, will not exceed 3% of the gross proceeds of the Offering (the “Maximum Offering Expenses”).

In the year ended December 31, 2025, we received revenue from 365 third-party operators, with approximately 54% of our consolidated revenue coming from the top three third-party operators. For the six months ended June 30, 2026, we received revenue from 337 third-party operators, with approximately 51% of our consolidated revenue coming from the top three third-party operators.

The substantial majority of our business is concentrated in the Appalachian and Haynesville Basins, making us vulnerable to risks associated with concentration of our assets in limited geographic areas.

We depend exclusively on various unaffiliated third-party operators for all of the exploration, development and production of our mineral and royalty interests and a substantial amount of our revenue is derived from royalty payments made by these third-party operators.

Natural gas and oil prices continued to fluctuate in fiscal year 2025, with the benchmark Henry Hub natural gas spot price increasing approximately 58% in 2025 compared to 2024, while the WTI crude oil benchmark declined approximately 15% over the same period.

We recently restated our audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 to correct material accounting errors and have identified material weaknesses in our internal control over financial reporting.

Covenants under our Senior Notes. Following the completion of the IPO and the effectiveness of the A&R Note Purchase Agreement governing our Senior Notes, we may not declare or make any restricted payment (including dividends, distributions in respect of, or redemptions of, our equity interests) except as specifically permitted.

the Revolving Credit Facility requires us to maintain, as of the last day of each fiscal quarter, a consolidated net leverage ratio of no greater than 3.50 to 1.00 and a current ratio of no less than 1.00 to 1.00.

The Note Purchase Agreement also requires us to maintain, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending June 30, 2026), a Consolidated Total Net Leverage Ratio of not greater than 3.50 to 1.00, an Asset Coverage Ratio of not less than 1.00 to 1.00, and a Liquidity Percentage of at least 10%.

We issued 8,479,532 shares of our Class A common stock in the IPO at an initial public offering price of $26.00 per share, generating net proceeds of approximately $198.8 million.

create Class B common stock in connection with our Up-C structure, to be issued to holders of OpCo Interests, with each share entitled to one vote and no economic rights.

pursuant to which WhiteHawk OpCo acquired all outstanding equity interests in ManagementCo from the Management Contributor in exchange for OpCo Interests and shares of Class B common stock; as a result, ManagementCo became a wholly owned subsidiary of WhiteHawk OpCo and we became internally managed.

Our financial statements for the year ended December 31, 2025 do not include the results of operations for the Three Rivers Acquisition or the PHX Acquisition prior to the respective dates of acquisition.

As a result of the IPO, we are incurring incremental G&A expenses as a publicly traded company, such as expenses associated with SEC reporting requirements, including annual and quarterly reports, Sarbanes-Oxley Act compliance expenses, expenses associated with listing our Class A common stock on the NYSE, increased independent auditor fees, increased independent reserve engineer fees, increased legal fees, investor relations expenses, registrar and transfer agent fees, director and officer insurance expenses and director and officer compensation expenses.

As of June 30, 2026, our portfolio spans approximately 3.6 million gross DSU acres, including 1.7 million gross DSU acres across the Appalachian and Haynesville Basins.

For the year ended December 31, 2025, the average net daily production associated with our portfolio was 50,351 Mcfe/d, consisting of 45,442 Mcf/d of natural gas, 577 Bbls/d of NGLs and 241 Bbls/d of oil and on a pro forma basis, average net daily production of 67,255 Mcfe/d, consisting of 59,621 Mcf/d of natural gas, 790 Bbls/d of NGLs and 483 Bbls/d of oil.

Since our inception in 2022 and through the completion of the IPO, we paid 49 consecutive monthly common equity dividends, totaling approximately $37 million and representing a cash-on-cash return of approximately 38% to our initial investors through the IPO.

Estimated proved reserves: | Natural gas (MMcf) | 177,380 | 59,024 | NGLs (MBbls) | 3,457 | 2,395 | Oil (MBbls) | 1,392 | 57 | Total (MMcfe) (3) | 206,473 | 73,736 | Standardized Measure($) | $ 266,326 | $ 106,469 | PV-10 ($) (4) | $ 293,690 | $ 106,469

On March 2, 2026, the Company and its affiliate entered into a definitive purchase and sale agreement to acquire the Haynesville Assets. The Haynesville Assets cover approximately 150,000 gross DSU acres and will further increase the Company’s exposure to high-quality development across the Haynesville and Mid-Bossier formations. The assets are concentrated in core areas of the basin and are operated by established, well-capitalized operators. The Haynesville Assets acquisition closed on April 3, 2026. We funded the purchase price of the Haynesville Assets acquisition primarily through the issuance of approximately $37.8 million of shares of Series D preferred stock. The previously outstanding Series D preferred stock was fully redeemed as part of the IPO.

Six Months Ended June 30, ... 2026 | 2025 | 2025 | 2024 | 2025 | 2024 | 2024 | WhiteHawk | SJM II Sellers | TRR Seller | PHX | Production: | Natural gas (Mcf) | 10,497,282 | 6,078,707 | 16,586,178 | 7,310,198 | 4,573,614 | 5,826,061 | 7,969,948 | NGLs (Bbls) | 180,915 | 73,976 | 210,677 | 74,350 | 82,193 | 67,883 | 133,609 | Oil (Bbls) | 95,158 | 5,812 | 87,970 | 3,750 | 2,962 | 2,513 | 178,357 | Equivalents (Mcfe) | 12,153,720 | 6,557,435 | 18,378,060 | 7,838,798 | 5,084,546 | 6,248,432 | 9,841,746 | Equivalents per day (Mcfe) | 67,148 | 36,229 | 50,351 | 21,417 | 13,930 | 18,209 | 26,964 | Realized Prices | Natural gas (Mcf) | $ 3.55 | $ 3.09 | $ 2.94 | $ 1.85 | $ 3.01 | $ 1.78 | $ 2.19 | NGLs (Bbls) | $ 26.78 | $ 25.15 | $ 21.94 | $ 25.50 | $ 23.13 | $ 25.08 | $ 21.95 | Oil (Bbls) | $ 80.56 | $ 67.06 | $ 60.93 | $ 54.67 | $ 55.23 | $ 63.82 | $ 74.59 | Equivalents (Mcfe) (1) | $ 4.10 | $ 3.21 | $ 3.19 | $ 2.01 | $ 3.12 | $ 1.96 | $ 3.42

In 2025, approximately ... 49% of EQT’s Appalachian production and 57% of Expand Energy’s Haynesville production were sourced from acreage in which we hold royalty interests.

Since December 2025, we have completed 14 such transactions totaling approximately $39.7 million.

On June 30, 2025, we notified Whitley Penn LLP (“WP”), which had served as our prior independent registered public accounting firm, of our intention to obtain proposals from other accounting firms to perform the audit of our consolidated financial statements as of and for the year ending December 31, 2025 (our “2025 Audit”). On July 1, 2025, we engaged Baker Tilly US, LLP (“BT”) as our independent registered public accounting firm for our 2025 Audit, effective immediately.

The consolidated financial statements of WhiteHawk Income Corporation as of December 31, 2024 and for the year then ended included in this prospectus have been audited by Whitley Penn LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Estimates of our reserves and related future net cash flows related to our properties as of December 31, 2025 included herein and elsewhere in the registration statement were based upon the reserve report prepared by our independent reserve engineer, Cawley, Gillespie and Associates, Inc.