Downs Michael J 4

4 · WhiteHawk Minerals Corp. · Filed Jun 12, 2026

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Updated Jun 13, 2026

WhiteHawk Minerals (WHK) COO Michael Downs Receives 14,369-Share Award

What Happened

Michael J. Downs, Chief Operating Officer of WhiteHawk Minerals (WHK), received equity awards/acquisitions and had a small disposition tied to the company’s IPO. The filing lists acquisitions of 100 shares on 2026-03-02 and 14,369 shares on 2026-06-08 (prices marked N/A), and a disposition of 100 shares to the issuer on 2026-06-10 (price N/A). The filing’s footnotes indicate some earlier holdings were Series D Preferred purchased at $1,000 per share and later redeemed in connection with the IPO for the stated value plus accrued dividends and other amounts to satisfy a Minimum Return.

Key Details

Transaction dates: 2026-03-02 (acquisition, pre-registration), 2026-06-08 (acquisition/award of 14,369 shares), 2026-06-10 (disposition of 100 shares to issuer).
Prices: All reported as N/A on the Form 4 lines; footnote states Series D Preferred were acquired at $1,000/share and subsequently redeemed at $1,000/share plus $5,621.92 in accrued dividends and additional amounts to reach the Minimum Return.
Shares owned after transaction: Not specified in the filing.
Notable footnotes:
- F1: 3/2 transaction occurred prior to issuer’s Section 12 registration and is reported under Rule 16a-2(a).
- F2/F5: Series D Preferred were acquired for $1,000 each and redeemed at IPO for $1,000 plus accrued dividends/additional amounts.
- F4: Some acquisitions reflect conversion to Class A common stock pursuant to a company reorganization.
- F3: Some securities are held by PhiCap Advisors, LLC; Downs may share beneficial ownership via shared voting/investment power but disclaims ownership except to the extent of pecuniary interest.
Timeliness: Form filed 2026-06-12 covering a March 2, 2026 transaction — the report appears to have been filed late.

Context

These entries include awards/acquisitions and an issuer disposition tied to the company’s IPO and reorganization. The redemption of Series D Preferred is a cash-out event (redeemed for stated value plus accrued/dividend adjustments), while other entries reflect conversion/awards of Class A common stock. The filing does not state total holdings after these transactions; no 10b5-1 plan or tax-withholding mechanics are indicated in the reported footnotes.

Form 4

Period: 2026-03-02

Chief Operating Officer

Transactions

Award
Series D Preferred Stock
[F1][F2][F3]
2026-03-02+100→ 100 total(indirect: By LLC)
Award
Class A Common Stock
[F1][F4][F3]
2026-06-08+14,369→ 14,369 total(indirect: By LLC)
Disposition to Issuer
Series D Preferred Stock
[F5][F3]
2026-06-10−100→ 0 total(indirect: By LLC)

Footnotes (5)

[F1]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).
[F2]Represents an acquisition of Series D Preferred Stock from the Issuer for $1,000 per share.
[F3]Represents securities held by PhiCap Advisors, LLC ("PhiCap"). The Reporting Person may be deemed to share beneficial ownership of the shares attributable to PhiCap by virtue of his shared voting and investment power over the securities held by PhiCap. Mr. Downs disclaims beneficial ownership of the shares held by PhiCap except to the extent of his pecuniary interest therein.
[F4]Represents an acquisition of shares of Class A Common Stock pursuant to a reorganization of the Issuer.
[F5]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) $5,621.92 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).

Signature

/s/ Barrie Hananel, Attorney-in-Fact|2026-06-12

1 file