WhiteHawk Minerals Corp.

Item 1.01 Entry into a Material Definitive Agreement. Purchase and Sale Agreement As previously reported on August 12, 2026, WhiteHawk Income Marcellus LLC and WhiteHawk Income Haynesville LLC (collectively, the “Buyers”), each indirect wholly owned subsidiaries of WhiteHawk Minerals Corp. (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC (collectively, the “Sellers”), pursuant to which the Buyers agreed to acquire certain mineral interests, fee mineral interests, overriding royalty interests, non-participating royalty interests and related assets in the Marcellus and Haynesville shale basins (the “Assets”) for an aggregate purchase price of $105.0 million, subject to customary adjustments (the “SJM II Acquisition”). On September 25, 2026, the Company completed the SJM II Acquisition. The aggregate consideration paid at closing was approximately $96.8 million, after giving effect to customary adjustments. The Company funded the purchase price with a combination of proceeds from the Series E Preferred Stock offering described below, proceeds from the Company’s previously announced private placement of Class A Common Stock, which closed on September 21, 2026, and cash on hand. The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2026 and is incorporated herein by reference. Series E Preferred Stock Offering On September 23, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors, including Daniel Herz, the Company’s Chairman, President and Chief Executive Officer (collectively, the “Investors”), pursuant to which the Company issued and sold 50,000 shares of the Company’s newly designated Series E Preferred Stock, par value $0.0001 per share (the “Series E Preferred Stock”), for aggregate gross proceeds of $50.0 million. 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 the Company’s capital stock. The Series E Preferred Stock will pay monthly cash dividends at an annual rate of (i) 10% from issuance through March 31, 2027, (ii) 12% from April 1, 2027 through December 31, 2028, and (iii) 14% thereafter. The Company may redeem the Series E Preferred Stock at any time at a redemption price of $1,000 per share plus accrued and unpaid dividends. In the event of a Deemed Liquidation Event (as defined in the Certificate of Designations) or certain other events, the Company will be required to redeem all outstanding shares of Series E Preferred Stock. Holders of the Series E Preferred Stock are entitled to receive a minimum return of 1.08x of invested capital upon the payment of all dividends thereon and all liquidation, redemption or other cash payments made by the Company to the holders of the Series E Preferred Stock. The foregoing descriptions of the Securities Purchase Agreement and the Series E Preferred Stock do not purport to be complete and are qualified in their entirety by reference to (i) the form of Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K/A, and (ii) the Certificate of Designations for the Series E Preferred Stock, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K/A, each of which is incorporated herein by reference. Second Amendment to Credit Agreement On September 25, 2026, in connection with the closing of the SJM II Acquisition, WhiteHawk Income Operating Partnership L.P. (the “Borrower”), a wholly owned subsidiary of the Company, entered into the Second Amendment (the “Second Amendment”) to Amended and Restated Credit Agreement, dated as of May 25, 2026 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, and as further amended, the “Credit Agreement”), among the Company, as Parent, the Borrower, Capital One, National Association, as Administrative Agent and Issuing Bank, and the lenders party thereto. The Second Amendment amends the Credit Agreement to, among other things, (i) increase the aggregate elected commitments and borrowing base from $150.0 million to $175.0 million and (ii) reallocate commitments among the existing lenders and admit a new lender to the revolving credit facility. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets. On September 25, 2026, the Company completed the SJM II Acquisition. The information set forth under “Item 1.01 Entry into a Material Definitive Agreement - Purchase and Sale Agreement” is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under “Item 1.01 Entry into a Material Definitive Agreement - Second Amendment to Credit Agreement” is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under “Item 1.01 Entry into a Material Definitive Agreement - Series E Preferred Stock Offering” is incorporated by reference into this Item 3.02. The Series E Preferred Stock was offered and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. Each of the Investors represented that it is an “accredited investor” as defined in Regulation D and that it acquired the shares of Series E Preferred Stock for investment only and not with a view toward, or for resale in connection with, the public sale or distribution thereof. The shares of Series E Preferred Stock have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 25, 2026, the Company filed the Certificate of Designations of Series E Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate the rights, preferences and privileges of the Series E Preferred Stock. The Certificate of Designations became effective upon filing. The information set forth under “Item 1.01 Entry into a Material Definitive Agreement - Series E Preferred Stock Offering” regarding the terms of the Series E Preferred Stock is incorporated by reference into this Item 5.03. A copy of the Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure. On September 25, 2026, the Company issued a press release announcing the closing of the SJM II Acquisition and certain other matters. A copy of the press release is furnished as Exhibit 99.4 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.4 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.