Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2026, WhiteHawk Minerals Corp. (the “Company”) entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with Preferred Capital Securities, LLC (the “Dealer Manager”), pursuant to which the Dealer Manager has agreed to serve as the Company’s agent and dealer manager for the Company’s offering (the “Offering”) of up to 100,000 shares (the “Shares”) of Series F Redeemable Preferred Stock, par value $0.0001 per share (the “Series F Preferred Stock”), as set forth in the Prospectus (as defined below). The Company filed the Certificate of Designations of the Series F Redeemable Preferred Stock relating to the Shares (the “Certificate of Designations”) with the Secretary of State of the State of Delaware on October 1, 2026.
On October 1, 2026, the Company filed a registration statement on Form S-1 (File No. 333-299246) (the “Registration Statement”), including a prospectus, with the Securities and Exchange Commission (the “SEC”) under the Securities Act to register the offer and sale of the Shares, which Registration Statement was declared effective by the SEC on October 6, 2026. The Shares will be offered and sold pursuant to the prospectus contained in the Registration Statement (the “Prospectus”).
Pursuant to the Certificate of Designations, the Series F Preferred Stock will pay cumulative dividends at a fixed annual rate of 7.5% per annum of the stated value of $1,000.00 per share (the “Stated Value”). Prior to the listing of Series F Preferred Stock on a national securities exchange, each holder of shares of Series F Preferred Stock is entitled to redeem any portion of the outstanding shares held by such holder at any time, subject to certain early redemption fees and limitations. The Company may, at its option, redeem shares of Series F Preferred Stock on or after the first anniversary of the date on which such shares have been issued upon not more than 90 calendar days written notice to the holders prior to the date fixed for redemption thereof, subject to certain limitations.
The Dealer Manager Agreement provides that the Dealer Manager will use its “best efforts” to sell the Shares in the Offering pursuant to a subscription agreement as set forth in the Prospectus. The Dealer Manager is not required to sell any specific number or dollar amount of the Series F Preferred Stock but will use its best efforts to sell the Series F Preferred Stock offered. Each Share will be sold at a public offering price of up to $1,000.00 per share, subject to adjustment as set forth in the Prospectus. Subject to the terms, conditions and limitations described in the Dealer Manager Agreement, the Company will pay to the Dealer Manager a dealer manager fee in an amount equal to up to 2.5% of the Stated Value per Share sold in the Offering and a selling commission of up to 5.5% of the Stated Value per Share sold in the Offering. The Company may pay reduced selling commissions or may eliminate commissions on certain sales of the Series F Preferred Stock, including the reduction or elimination of selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Company expects the Dealer Manager to authorize participating broker-dealers that are members of the Financial Industry Regulatory Authority to sell the Shares. The Dealer Manager may reallow all or a portion of its selling commission attributable to a participating broker-dealer. The Dealer Manager may also reallow a portion of its dealer manager fee earned on the proceeds raised by a participating broker-dealer, to such participating broker-dealer as a marketing fee.
Pursuant to the Dealer Manager Agreement, the Company has agreed to indemnify the Dealer Manager and participating broker-dealers, and the Dealer Manager has agreed to indemnify the Company, against certain losses, claims, damages and liabilities, including, but not limited to, those arising out of (i) untrue statements of a material fact contained in the Registration Statement, Prospectus or any amendment or supplement thereto relating to the Offering or (ii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement, Prospectus or any amendment or supplement thereto relating to the Offering.
The Company intends to rely on the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of any shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), for which the Series F Preferred Stock may be redeemed.
On October 6, 2026, the Company entered into a Preferred Shareholder Services Agreement (the “Services Agreement”) with Preferred Shareholder Services, LLC (“PSS”), an affiliate of the Dealer Manager, pursuant to which PSS will provide certain non-distribution related support services to the Company relating to the Series F Preferred Stock. The Company is responsible for payments due under the Services Agreement. The services to be provided by PSS include, among other things, assistance with recordkeeping, communications with the holders of Series F Preferred Stock dealing with administrative matters, oversight and administration of an e-delivery program for communications to all affected parties, and facilitation of and acting as liaison to the transfer agent and other service providers for the holders of Series F Preferred Stock.
The foregoing descriptions of the Dealer Manager Agreement and the Services Agreement are only summaries and are qualified in their entireties by references to the full texts of the Dealer Manager Agreement and the Services Agreement, copies of which are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Offering, the Company has adopted a form of Subscription Agreement (the “Subscription Agreement”) pursuant to which purchasers of Series F Preferred Stock will subscribe for Shares.
The foregoing description of the Subscription Agreement is only a summary and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.