WhiteHawk Minerals Corp.

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 18, 2026, WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the investors named therein (collectively, the “Investors”), for the private placement (the “Private Placement”) of 2,873,563 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $26.10 per Share. The aggregate gross proceeds of the Private Placement are expected to be approximately $75.0 million, before deducting placement agent fees and other expenses. The Private Placement is expected to close on September 21, 2026. The Company intends to use the net proceeds from the Private Placement to fund its recently announced acquisitions and for general corporate purposes. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated are acting as placement agents for the Private Placement. The Private Placement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The Investors will acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to the securities issued in this transaction. Registration Rights Agreement On September 18, 2026, in connection with the Private Placement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) as promptly as reasonably practicable following the closing of the Private Placement (but in no event later than 45 days after the closing date) for purposes of registering the resale of the Shares issued pursuant to the Purchase Agreement. The Company agreed to use its reasonable best efforts to have the registration statement declared effective by the SEC at the earliest possible date but no later than the earlier of (a) the 75th calendar day following the initial filing date of the registration statement if the SEC notifies the Company that it will review the registration statement and (b) the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed or will not be subject to further review. The Company has also agreed, among other things, to indemnify the Investors and certain related parties under the registration statement from certain liabilities and to pay all registration expenses incident to the Company’s performance of its obligations under the Registration Rights Agreement. The Company agreed to keep the registration statement effective until the date that all Shares covered by the registration statement (i) have been sold thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. The Registration Rights Agreement also provides that if the Company fails to file or maintain the effectiveness of the registration statement within the specified time periods (subject to a ten-day cure period), the Company will pay liquidated damages to the Investors equal to 1.0% of such Investor’s aggregate purchase price per 30-day period, capped at 5.0% of such purchase price, subject to certain exceptions. The foregoing description of the Purchase Agreement and the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement and form of Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. The information contained in this Item 7.01 is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.