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8-KAccepted Sep 18, 8:47 AM ET

WhiteHawk Minerals Corp. Announces $75M Private Placement

WHKWhiteHawk Minerals Corp.

Accepted (ET)

8:47 AM

Sep 18, 2026

Filed

Sep 18, 2026

Documents

13

Size

535.3 KB

Summary

WhiteHawk Minerals Corp. Announces $75M Private Placement

Updated

What Happened
WhiteHawk Minerals Corp. announced on September 18, 2026 that it entered into a Securities Purchase Agreement to sell 2,873,563 shares of its Class A common stock at $26.10 per share in a private placement, for aggregate gross proceeds of approximately $75.0 million. The company expects the Private Placement to close on September 21, 2026 and named Raymond James & Associates and Stifel, Nicolaus & Company as placement agents. The company said net proceeds will be used to fund recently announced acquisitions and for general corporate purposes.

Key Details

  • 2,873,563 shares of Class A common stock at $26.10 per share; ~ $75.0 million gross proceeds.
  • Expected closing date: September 21, 2026. Placement agents: Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Inc.
  • Private Placement exempt from registration under Section 4(a)(2) and Rule 506 (Reg D); investors acquiring for investment with legends on the shares.
  • Registration Rights Agreement requires the company to file a resale registration statement within 45 days after closing and use reasonable best efforts to have it declared effective promptly (deadlines: effective no later than the earlier of 75 days after initial filing if reviewed or 5 business days if not reviewed). Failure to meet filing/effectiveness deadlines can trigger liquidated damages of 1.0% of an investor’s purchase price per 30-day period, capped at 5.0%.

Why It Matters
This transaction provides WhiteHawk with immediate capital (about $75M) to fund acquisitions the company recently announced and to support general operations. For investors, the financing is dilutive because new shares are being issued, and the Registration Rights Agreement gives investors a defined pathway to resell their shares (subject to SEC registration timelines and potential liquidated-damage remedies if deadlines are missed). The deal is structured as a private placement, so it bypasses a public offering process but includes contractual resale protections for the investors.

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