WhiteHawk Minerals Corp. (WHK) filed a Form 8K - Acquisition or Disposition of Assets - with the U.S Securities and Exchange Commission on June 10, 2026.
Internalization
In connection with and in order to effectuate the Internalization (as defined in the Registration Statement), on June 9, 2026, the Company, WhiteHawk OpCo, the Management Contributor and ManagementCo entered into the Contribution Agreement, pursuant to which WhiteHawk OpCo acquired all of the outstanding equity interests in ManagementCo from the Management Contributor in exchange for the issuance on June 10, 2025 of 3,750,000 common units of WhiteHawk OpCo (the "OpCo Interests") and an equal number of shares of Class B common stock, par value $0.0001 per share (the "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 (as defined in the Registration Statement) of $130.0 million. As a result of the Internalization, ManagementCo became a wholly owned subsidiary of WhiteHawk OpCo and the Company became internally managed.
In addition, 25% of the Internalization Price (the "Earnout Amount") is subject to the Company's achievement of certain Adjusted EBITDA targets during each of the three Earnout Years (as defined in the Registration Statement). The Earnout Amount, if earned, is payable solely in the form of up to an additional 1,250,000 OpCo Interests and an equal number of shares of Class B Common Stock. The Continuing Equity Owners (as defined in the Registration Statement) will also be entitled to receive dividend equivalent rights in respect of the Earnout Amount equal to the dividends and distributions that would have been paid on the OpCo Interests issuable in respect of the Earnout Amount had such OpCo Interests been outstanding from the closing of the Internalization.
Prior to the closing of the Offering, ManagementCo, as the Company's external manager, provided certain management, acquisition, disposition and oversight functions with respect to the Company and WhiteHawk OpCo.
The terms of the Contribution Agreement are substantially the same as described in the section titled "Certain Relationships and Related Party Transactions—Internalization" in the Registration Statement. The Contribution Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference.
The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1921603/000119312526266010/d150033d8k.htm
Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1921603/000119312526266010/0001193125-26-266010-index.htm
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.