WhiteHawk Minerals registers resale of 2.87M shares by selling holders; company receives no proceeds

2,873,563 shares of Class A common stock

26,669,013 shares of Class A common stock (as of October 15, 2026)

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.

As of December 31, 2025, the estimated proved natural gas, NGL and crude oil reserves attributable to our interest are 86% natural gas, 10% NGLs and 4% crude oil, with $293,690 thousand of PV-10.

On June 9, 2026, our common stock was approved for listing on the NYSE under the symbol “WHK” (the “IPO”).

In connection with the IPO, we consummated the Internalization, pursuant to which WhiteHawk OpCo acquired all of the outstanding equity interests in ManagementCo from the Management Contributor in exchange for 3,750,000 OpCo Interests and an equal number of shares of Class B common stock (based on an initial public offering price of $26.00 per share of Class A common stock with an aggregate value equal to 75% of the Internalization Price of $130.0 million).

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.

On August 12, 2026, WhiteHawk Income Marcellus LLC and WhiteHawk Income Haynesville LLC, each an indirect wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement with Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC. Under that agreement, they agreed to acquire certain mineral interests, fee mineral interests, overriding royalty interests, non-participating royalty interests and related assets in the Marcellus and Haynesville shale basins. 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.

We will not receive any of the proceeds from these sales.

Our ability to pay dividends is restricted by covenants under our Senior Notes and our Revolving Credit Facility, each of which limits our ability to make restricted payments, including dividends and distributions, unless specified conditions are satisfied, including the absence of a default or borrowing base deficiency, pro forma compliance with financial covenants, minimum unused availability of 10% of the loan limit and specified maximum leverage ratio tests.

In addition, the Series E Preferred Stock ranks senior to our Class A common stock, Class B common stock and each other class and series of our capital stock with respect to dividends and rights upon liquidation, dissolution or winding up of our affairs, and will pay monthly cash dividends at escalating annual rates, which will further limit the cash available to pay dividends on our Class A common stock, Series B preferred stock and the Series F Preferred Stock.

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.

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.

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.

the Company identified certain material weaknesses in its internal control over financial reporting

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

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.

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.

During the past five years, the Henry Hub spot market price for natural gas has ranged from a low of $1.21 per MMBtu in November 2024 to a high of $23.86 per MMBtu in February 2021.

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 estimated proved natural gas, NGL and crude oil reserves attributable to our interest are 86% natural gas, 10% NGLs and 4% crude oil, with $293,690 thousand of PV-10.

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.

Following the IPO, we transitioned to a quarterly cash dividend on our Class A common stock, and in August 2026 our Board declared a quarterly cash dividend of $0.11 per share of Class A common stock in respect of the period from June 10, 2026 through June 30, 2026.

Total (MMcfe) (3) | 206,473 | 73,736

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.

As of December 31, 2025, we estimated our PUD reserves to be 4,149 MMcf of natural gas, 84 MBbls of NGLs and 35 MBbls of oil, for a total of 4,864 MMcfe. As of December 31, 2024, we estimated our PUD reserves to be 16,469 MMcf of natural gas, 176 MBbls of NGLs and 16 MBbls of oil, for a total of 17,619 MMcfe.

As a minerals and royalties interest owner, we generally do not conduct field operations or employ on-site personnel; accordingly, our direct OSH Act obligations primarily relate to our corporate and administrative office locations.

On September 18, 2026, we entered into the PIPE Securities Purchase Agreement with the Selling Holders, pursuant to which the Selling Holders agreed to purchase, severally and not jointly, an aggregate of 2,873,563 shares of Class A common stock at a purchase price of $26.10 per share, for aggregate gross proceeds of approximately $75.0 million.

This prospectus relates to the offer and sale from time to time by the Selling Holders, or their permitted transferees, of up to 2,873,563 shares of Class A common stock issued in the PIPE Investment.

As of October 15, 2026, there were 26,669,013 shares of Class A common stock outstanding.

Total | 4,745,498 | 2,873,563 | 1,871,935 | 7.0%

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.