SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Herz Daniel C

(Last)

(First)

(Middle)

2000 MARKET STREET, SUITE 910

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WhiteHawk Minerals Corp. [ WHK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	03/02/2026⁽¹⁾		A		2,000	A	⁽²⁾	2,000	D
Class A Common Stock	06/08/2026⁽¹⁾		A		185,729	A	⁽³⁾	185,729	D
Class A Common Stock	06/08/2026⁽¹⁾		A		358,893	A	⁽³⁾	358,893	I	By WhiteHawk Minerals LLC⁽⁴⁾
Class B Common Stock	06/08/2026⁽¹⁾		A		3,750,000	A	⁽³⁾	3,750,000	I	By WhiteHawk Minerals LLC⁽⁴⁾
Series D Preferred Stock	06/10/2026		D		2,000	D	⁽⁵⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽⁶⁾	06/08/2026⁽¹⁾		A		3,750,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,750,000	⁽³⁾	3,750,000	I	By WhiteHawk Minerals LLC⁽⁴⁾

1. Name and Address of Reporting Person^*

Herz Daniel C

(Last)

(First)

(Middle)

2000 MARKET STREET, SUITE 910

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President & Chairman

1. Name and Address of Reporting Person^*

WhiteHawk Minerals LLC

(Last)

(First)

(Middle)

2000 MARKET STREET, SUITE 910

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a).

2. Represents an acquisition of Series D Preferred Stock from the Issuer for $1,000 per share.

3. Represents an acquisition of shares of Class A Common Stock, Class B Common Stock and common units of WhiteHawk Income Operating Partnership L.P. ("Common Units") pursuant to a reorganization of the Issuer.

4. Mr. Herz serves as the sole Managing Member of WhiteHawk Energy LLC, which in turn serves as the sole Managing Member of WhiteHawk Minerals LLC. In such capacity, Mr. Herz exercises sole voting and investment power over the shares of Class A common stock and Class B common stock held by WhiteHawk Minerals LLC and may therefore be deemed to beneficially own such shares. Mr. Herz disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. The Series D Preferred Stock was redeemed by the Issuer in connection with the consummation of its initial public offering, for an amount consisting of (i) the stated value of $1,000 per share and (ii) $112,438.36 of accrued dividends and additional amounts necessary such that the holder received the Minimum Return (as defined in the Certificate of Designations of the Series D Preferred Stock).

6. Each Common Unit may be redeemed or exchanged for one share of Class A Common Stock, and a corresponding number of Class B Common Stock will be cancelled for no consideration. The Common Units have no expiration date.

	Daniel C. Herz, /s/ Barrie Hananel, Attorney-in-Fact	06/12/2026
	WhiteHawk Minerals LLC, By: Jeffrey Slotterback, Chief Financial Officer, By: /s/ Barrie Hananel, Attorney-in-Fact	06/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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