CKX Lands, Inc. filed a current report on November 10, 2026, disclosing that on November 8, 2026, it entered into an Investment Agreement with Jacobs Private Equity II, LLC and other investors for an aggregate cash investment of $1,000,000,000 in the company.

Key Highlights

  • $1 billion equity investment: Jacobs Private Equity II, LLC and co-investors agreed to invest an aggregate of $1,000,000,000 in cash in CKX Lands, Inc.
  • Investor ownership post-closing: Following the closing, the Investors will own approximately 99.78% of the company's common stock on an as-converted, as-exchanged basis, according to the filing.
  • Reverse stock split planned: The company will effect a 4.1744380:1 reverse stock split in connection with the conversion to a Delaware corporation.
  • Preferred Stock and Warrants: The company will issue 1,000,000 shares of Convertible Perpetual Preferred Stock convertible into approximately 219 million common shares at $4.57 per share, plus warrants to purchase approximately 219 million additional shares at tiered exercise prices of $4.57, $6.85, and $13.70 per share.
  • Cash dividend for existing stockholders: An aggregate cash dividend of $20,800,660 is to be paid to stockholders of record as of the date the holding company reorganization becomes effective, conditioned on the Equity Investment being consummated.
  • Brad Jacobs to lead company: Brad Jacobs, who controls JPE, will become Chairman and Chief Executive Officer of the company following the closing, with an employment agreement expected to be for a five-year term.
  • Termination fee: The company may be obligated to pay JPE a termination fee of $1,000,000 upon termination in connection with a Superior Proposal or certain other specified circumstances.

CKX Lands Investment Agreement: Structure, Terms, and Governance Changes

According to the filing, CKX Lands, Inc. (NYSE American:CKX) entered into the Investment Agreement on November 8, 2026, with Jacobs Private Equity II, LLC ("JPE") and other investors. The agreement provides for an aggregate investment of $1,000,000,000 in cash. Prior to closing, CKX Lands will convert from a Louisiana corporation to a Delaware corporation and undergo a holding company reorganization, through which a newly formed Delaware corporation ("NewCo") will become the publicly traded parent company. Each outstanding share of CKX Lands common stock will be converted into one equivalent share of NewCo common stock, the filing stated.

As part of the transaction structure, the company disclosed that it will issue to the Investors 1,000,000 shares of Convertible Perpetual Preferred Stock, convertible in aggregate into approximately 219 million shares of common stock at an initial conversion price of $4.57 per share (equivalent to $1.09 per share pre-split). The Preferred Stock carries a quarterly cash dividend equal to the greater of the as-converted dividends on the underlying common stock or 9% of the then-applicable liquidation preference (initially $1,000 per share) per annum, when, as, and if declared by the board. The company will also issue warrants to purchase approximately 219 million additional common shares at initial exercise prices of $4.57 per share (50% of warrants), $6.85 per share (25%), and $13.70 per share (remaining 25%), each exercisable until the tenth anniversary of the closing date.

The filing noted that the Investment Agreement was unanimously approved by the company's board of directors, but remains subject to stockholder approval and antitrust clearances. If the closing has not occurred by June 30, 2027, either party may terminate the agreement. Post-closing governance changes include reconstitution of the full board at JPE's direction, appointment of Brad Jacobs as Chairman and Chief Executive Officer, and a company name and trading symbol change as determined by JPE. The filing also disclosed that Mr. Jacobs will retain the ability to continue providing services to QXO and will be bound by non-compete and non-solicit obligations.

What Was Disclosed

CKX Lands, Inc. disclosed a $1,000,000,000 Investment Agreement with Jacobs Private Equity II, LLC, covering the issuance of Preferred Stock and Warrants, a planned 4.1744380:1 reverse stock split, a $20,800,660 stockholder cash dividend contingent on closing, and a governance overhaul including Brad Jacobs becoming Chairman and CEO.