{"url_path":"/sec/cik-0001921603/8-k/2026-06-10/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1921603/0001193125-26-266010-index.html","accession_number":"0001193125-26-266010","cik":"0001921603","ticker":null,"issuer_name":"WhiteHawk Minerals Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1921603/0001193125-26-266010-index.html","primary_entity_key":"0001921603","primary_entity_name":"WhiteHawk Minerals Corp."},"word_count":351,"has_tables":true,"body_markdown":"**Item 2.01 Completion of Acquisition or Disposition of Assets**\n\n*Internalization*\n\nIn connection with and in order to\neffectuate the Internalization (as defined in the Registration Statement), on June 9, 2026, the Company, WhiteHawk OpCo, the Management Contributor and ManagementCo entered into the Contribution Agreement, pursuant to which WhiteHawk OpCo\nacquired all of the outstanding equity interests in ManagementCo from the Management Contributor in exchange for the issuance on June 10, 2025 of 3,750,000 common units of WhiteHawk OpCo (the “OpCo Interests”) and an equal number of\nshares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) (based on an initial public offering price of $26.00 per share of Class A common stock), with an aggregate value equal to 75% of the\nInternalization Price (as defined in the Registration Statement) of $130.0 million. As a result of the Internalization, ManagementCo became a wholly owned subsidiary of WhiteHawk OpCo and the Company became internally managed.\n\nIn addition, 25% of the Internalization Price (the “Earnout Amount”) is subject to the Company’s achievement of certain Adjusted EBITDA\ntargets during each of the three Earnout Years (as defined in the Registration Statement). The Earnout Amount, if earned, is payable solely in the form of up to an additional 1,250,000 OpCo Interests and an equal number of shares of Class B\nCommon Stock. The Continuing Equity Owners (as defined in the Registration Statement) will also be entitled to receive dividend equivalent rights in respect of the Earnout Amount equal to the dividends and distributions that would have been paid on\nthe OpCo Interests issuable in respect of the Earnout Amount had such OpCo Interests been outstanding from the closing of the Internalization.\n\nPrior to\nthe closing of the Offering, ManagementCo, as the Company’s external manager, provided certain management, acquisition, disposition and oversight functions with respect to the Company and WhiteHawk OpCo.\n\nThe terms of the Contribution Agreement are substantially the same as described in the section titled “Certain Relationships and Related Party\nTransactions—Internalization” in the Registration Statement. The Contribution Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference."}