{"filing":{"accession_number":"0001193125-26-266010","cik":"0001921603","ticker":"WHK","company_name":"WhiteHawk Minerals Corp.","form":"8-K","filing_date":"2026-06-10","report_date":null,"primary_document":"d150033d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1921603/000119312526266010/d150033d8k.htm"},"events":[{"id":5672,"run_id":4973,"accession_number":"0001193125-26-266010","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.94,"summary":"WhiteHawk Minerals Corp. completed a material internalization transaction in which WhiteHawk OpCo acquired all outstanding equity interests in ManagementCo from the Management Contributor for 3,750,000 common units and Class B shares valued at $97.5 million (75% of a $130 million Internalization Price), with an additional earnout of up to $32.5 million contingent on EBITDA targets. This acquisition transforms the Company from externally managed to internally managed and is accompanied by entry into material definitive agreements including a Contribution Agreement, Amended and Restated Limited Partnership Agreement, and Registration Rights Agreement.","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5944,"accession_number":"0001193125-26-266010","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses entry into material definitive agreements in connection with WhiteHawk Minerals Corp.'s initial public offering, including a Contribution Agreement, Amended and Restated Limited Partnership Agreement, and Registration Rights Agreement dated June 9-10, 2026. While technically an IPO restructuring rather than a traditional M\u0026A transaction, the Contribution Agreement and A\u0026R LPA represent a material change of control and reorganization of the company's capital structure in connection with going public, which falls within the scope of Item 1.01 material definitive agreements and would materially affect investor assessment of the registrant's ownership and governance structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5945,"accession_number":"0001193125-26-266010","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"WhiteHawk OpCo acquired all outstanding equity interests in ManagementCo from the Management Contributor in exchange for 3,750,000 common units and Class B shares valued at $97.5 million (75% of $130 million Internalization Price), with an additional earnout of up to $32.5 million contingent on EBITDA targets. This is a material acquisition that transforms the Company from externally managed to internally managed, meeting the definition of Item 2.01 completion of acquisition of assets.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5673,"run_id":4973,"accession_number":"0001193125-26-266010","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"WhiteHawk Minerals issued 3,750,000 shares of Class B Common Stock to the Management Contributor in connection with the internalization transaction, relying on Section 4(a)(2) exemption from registration. This unregistered private placement of equity securities materially dilutes existing shareholders and affects the company's ownership structure and capitalization.","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5947,"accession_number":"0001193125-26-266010","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"WhiteHawk Minerals issued 3,750,000 shares of Class B Common Stock to the Management Contributor in connection with an \"Internalization\" transaction, relying on Section 4(a)(2) exemption from registration. This is an unregistered private placement of equity securities that dilutes existing shareholders and is material to investor assessment of ownership structure and capitalization.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5674,"run_id":4973,"accession_number":"0001193125-26-266010","anchor_item_number":"8.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"WhiteHawk Minerals Corp. completed its initial public offering on June 10, 2026, raising approximately $200.2 million in gross proceeds from the sale of 7.7 million shares at $26.00 per share, with listing on the NYSE under ticker 'WHK.' This transformative capital-raising event materially affects the company's capitalization and public market status.","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5951,"accession_number":"0001193125-26-266010","item_number":"8.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"WhiteHawk Minerals completed its initial public offering on June 10, 2026, raising approximately $200.2 million gross proceeds from the sale of 7.7 million shares at $26.00 per share, with listing on the NYSE under ticker \"WHK.\" While an IPO is a transformative capital-raising event material to any investor, it does not fit neatly into the dilutive_issuance category (which typically covers private placements and unregistered offerings) nor any other specific taxonomy event. This is disclosed under Item 8.01 (Other Events) rather than Item 3.02, confirming it should be classified as other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5675,"run_id":4973,"accession_number":"0001193125-26-266010","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"WhiteHawk Minerals appointed four key officers effective upon closing of the offering: Daniel Herz as CEO and President, Jeffrey Slotterback as CFO/Treasurer/Secretary, Stephen Pilatzke as Chief Accounting Officer, and Michael Downs as COO. These material C-suite appointments reflect the company's transition to internal management in connection with its public offering.","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5949,"accession_number":"0001193125-26-266010","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of four key officers effective upon closing of an offering: Daniel Herz as CEO and President, Jeffrey Slotterback as CFO/Treasurer/Secretary, Stephen Pilatzke as Chief Accounting Officer, and Michael Downs as COO. These are material C-suite appointments that would affect investor assessment of the company's leadership and governance, particularly in connection with an internalization and public offering.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5676,"run_id":4973,"accession_number":"0001193125-26-266010","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"summary":"WhiteHawk Minerals redeemed all outstanding Series D Preferred Stock for approximately $39.9 million on June 10, 2026. This significant capital event materially affects the rights and economic interests of preferred shareholders and represents a substantial use of capital in connection with the company's public offering.","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5948,"accession_number":"0001193125-26-266010","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses a material modification to security holder rights through the redemption of all outstanding Series D Preferred Stock for approximately $39.9 million on June 10, 2026. While this is a significant capital event affecting preferred shareholders' rights and the company's capital structure, it does not fit cleanly into the more specific event categories (it is not a dilutive issuance, M\u0026A activity, or shareholder vote result). The redemption materially affects the rights and economic interests of preferred shareholders and represents a substantial use of capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5677,"run_id":4973,"accession_number":"0001193125-26-266010","anchor_item_number":"2.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"WhiteHawk Minerals created direct financial obligations through an amendment to a revolving credit facility and a change in issuer under a note purchase agreement in connection with its internalization and public offering. The specific nature and materiality of these obligations depend on whether they involve debt covenant modifications, equity dilution, or other triggering events.","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5946,"accession_number":"0001193125-26-266010","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of direct financial obligations through an amendment to a revolving credit facility and a change in issuer under a note purchase agreement. Without access to the referenced Item 1.01 details, the specific nature of the obligation cannot be definitively classified—it could represent a covenant breach, a dilutive issuance, or routine refinancing. The materiality and event type depend on whether these amendments involve debt covenant violations, equity dilution, or other triggering events.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5678,"run_id":4973,"accession_number":"0001193125-26-266010","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"WhiteHawk Minerals amended its Certificate of Incorporation and Bylaws effective June 10, 2026 in connection with its public offering. The disclosure provides limited substantive detail about the specific provisions altered, though the amendments are material to the company's governance structure in connection with going public.","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10","form":"8-K","submitted_at":null,"items":[{"id":5950,"accession_number":"0001193125-26-266010","item_number":"5.03","item_title":"Amendments to Articles","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"The filing discloses amendments to the Certificate of Incorporation and Bylaws effective June 10, 2026 in connection with an \"Offering,\" but the disclosure is purely procedural and provides no substantive detail about what changed or why. While the reference to an \"Offering\" suggests a capital-raising event that could be material (potentially a dilutive issuance), the Item 5.03 section itself contains only boilerplate language about the filing and effectiveness of amended documents. Without clarity on the nature of the Offering or the specific provisions altered, this appears to be a routine administrative disclosure, though the connection to an unspecified offering introduces ambiguity about materiality.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5944,"accession_number":"0001193125-26-266010","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses entry into material definitive agreements in connection with WhiteHawk Minerals Corp.'s initial public offering, including a Contribution Agreement, Amended and Restated Limited Partnership Agreement, and Registration Rights Agreement dated June 9-10, 2026. While technically an IPO restructuring rather than a traditional M\u0026A transaction, the Contribution Agreement and A\u0026R LPA represent a material change of control and reorganization of the company's capital structure in connection with going public, which falls within the scope of Item 1.01 material definitive agreements and would materially affect investor assessment of the registrant's ownership and governance structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10"},{"id":5945,"accession_number":"0001193125-26-266010","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"WhiteHawk OpCo acquired all outstanding equity interests in ManagementCo from the Management Contributor in exchange for 3,750,000 common units and Class B shares valued at $97.5 million (75% of $130 million Internalization Price), with an additional earnout of up to $32.5 million contingent on EBITDA targets. This is a material acquisition that transforms the Company from externally managed to internally managed, meeting the definition of Item 2.01 completion of acquisition of assets.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10"},{"id":5946,"accession_number":"0001193125-26-266010","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of direct financial obligations through an amendment to a revolving credit facility and a change in issuer under a note purchase agreement. Without access to the referenced Item 1.01 details, the specific nature of the obligation cannot be definitively classified—it could represent a covenant breach, a dilutive issuance, or routine refinancing. The materiality and event type depend on whether these amendments involve debt covenant violations, equity dilution, or other triggering events.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10"},{"id":5947,"accession_number":"0001193125-26-266010","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"WhiteHawk Minerals issued 3,750,000 shares of Class B Common Stock to the Management Contributor in connection with an \"Internalization\" transaction, relying on Section 4(a)(2) exemption from registration. This is an unregistered private placement of equity securities that dilutes existing shareholders and is material to investor assessment of ownership structure and capitalization.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10"},{"id":5948,"accession_number":"0001193125-26-266010","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses a material modification to security holder rights through the redemption of all outstanding Series D Preferred Stock for approximately $39.9 million on June 10, 2026. While this is a significant capital event affecting preferred shareholders' rights and the company's capital structure, it does not fit cleanly into the more specific event categories (it is not a dilutive issuance, M\u0026A activity, or shareholder vote result). The redemption materially affects the rights and economic interests of preferred shareholders and represents a substantial use of capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10"},{"id":5949,"accession_number":"0001193125-26-266010","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of four key officers effective upon closing of an offering: Daniel Herz as CEO and President, Jeffrey Slotterback as CFO/Treasurer/Secretary, Stephen Pilatzke as Chief Accounting Officer, and Michael Downs as COO. These are material C-suite appointments that would affect investor assessment of the company's leadership and governance, particularly in connection with an internalization and public offering.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10"},{"id":5950,"accession_number":"0001193125-26-266010","item_number":"5.03","item_title":"Amendments to Articles","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"The filing discloses amendments to the Certificate of Incorporation and Bylaws effective June 10, 2026 in connection with an \"Offering,\" but the disclosure is purely procedural and provides no substantive detail about what changed or why. While the reference to an \"Offering\" suggests a capital-raising event that could be material (potentially a dilutive issuance), the Item 5.03 section itself contains only boilerplate language about the filing and effectiveness of amended documents. Without clarity on the nature of the Offering or the specific provisions altered, this appears to be a routine administrative disclosure, though the connection to an unspecified offering introduces ambiguity about materiality.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10"},{"id":5951,"accession_number":"0001193125-26-266010","item_number":"8.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"WhiteHawk Minerals completed its initial public offering on June 10, 2026, raising approximately $200.2 million gross proceeds from the sale of 7.7 million shares at $26.00 per share, with listing on the NYSE under ticker \"WHK.\" While an IPO is a transformative capital-raising event material to any investor, it does not fit neatly into the dilutive_issuance category (which typically covers private placements and unregistered offerings) nor any other specific taxonomy event. This is disclosed under Item 8.01 (Other Events) rather than Item 3.02, confirming it should be classified as other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-10T21:00:27.836748+00:00","company_name":"WhiteHawk Minerals Corp.","ticker":"WHK","filing_date":"2026-06-10"}]}