WhiteHawk Minerals Corp. filed a Form 8-K on August 12, 2026, disclosing a $105.0 million Purchase and Sale Agreement to acquire mineral interests in the Marcellus and Haynesville shale basins, alongside equity commitment letters for up to $50.0 million in newly designated Series E Preferred Stock.

Key Highlights

  • Acquisition price: The company agreed to acquire mineral interests, fee mineral interests, overriding royalty interests, non-participating royalty interests and related assets for an aggregate purchase price of $105.0 million, subject to customary adjustments.
  • Sellers: The counterparties are Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC.
  • Expected closing: The transaction is expected to close on or about September 25, 2026, subject to satisfaction of customary closing conditions.
  • Equity financing: Investors, including Chairman, President and Chief Executive Officer Daniel Herz, have committed to purchase Series E Preferred Stock for aggregate proceeds of up to $50.0 million to fund a portion of the purchase price.
  • Dividend structure: The Series E Preferred Stock will pay monthly cash dividends at an annual rate of 10% through March 31, 2027; 12% from April 1, 2027 through December 30, 2028; and 14% from January 1, 2029 onward, subject to a minimum return of 1.05x of invested capital.
  • Redemption price: The company may redeem the Series E Preferred Stock at any time at $1,000 per share plus accrued and unpaid dividends.
  • Q2 2026 results: The company also issued a press release on August 12, 2026 announcing financial results for the fiscal quarter ended June 30, 2026.

WhiteHawk Minerals Pursues Marcellus and Haynesville Basin Assets in SJM II Acquisition

According to the filing, two indirect wholly owned subsidiaries of WhiteHawk Minerals Corp. (NYSE:WHK) - WhiteHawk Income Marcellus LLC and WhiteHawk Income Haynesville LLC - entered into the Purchase and Sale Agreement on August 12, 2026. The assets to be acquired include mineral interests, fee mineral interests, overriding royalty interests, non-participating royalty interests and related assets located in the Marcellus and Haynesville shale basins, collectively referred to in the filing as the "SJM II Acquisition."

The filing states that the PSA contains customary representations, warranties and covenants by both buyers and sellers. The sellers have agreed to indemnify the buyers for losses resulting from, among other things, breaches of their representations, warranties and covenants and certain retained liabilities. The buyers, in turn, have agreed to indemnify the sellers for losses from breaches of their representations, warranties and covenants and certain assumed obligations. The company noted that the description of the PSA "does not purport to be complete" and directed readers to Exhibit 2.1 for the full text.

To partially fund the acquisition, the company disclosed equity commitment letters with certain investors, including Daniel Herz, the company's Chairman, President and Chief Executive Officer. The Series E Preferred Stock will rank senior to the company's Class A common stock, Class B common stock and each other class and series of capital stock, according to the filing. The Series E Preferred Stock offering is expected to close concurrently with the SJM II Acquisition on or about September 25, 2026. The filing also noted that the company initiated a quarterly cash dividend, as announced in its August 12, 2026 press release. The company disclosed it will host a conference call on August 13, 2026 at 9:00 a.m. Eastern Time to discuss second quarter 2026 results.

What Was Disclosed

WhiteHawk Minerals Corp. disclosed a $105.0 million agreement to acquire shale basin mineral interests, equity commitments of up to $50.0 million via new Series E Preferred Stock, Q2 2026 financial results, and the initiation of a quarterly cash dividend, all reported as of August 12, 2026.