Form 8-K/A

8-K/A — WhiteHawk Minerals Corp.

Accession: 0001193125-26-402855

Filed: 2026-09-25

Period: 2026-08-12

CIK: 0001921603

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K/A — whk-20260812.htm (Primary)

EX-3.1 (whk-ex3_1.htm)

EX-10.1 (whk-ex10_1.htm)

EX-10.2 (whk-ex10_2.htm)

EX-23.1 (whk-ex23_1.htm)

EX-99.1 (whk-ex99_1.htm)

EX-99.2 (whk-ex99_2.htm)

EX-99.3 (whk-ex99_3.htm)

EX-99.4 (whk-ex99_4.htm)

GRAPHIC (img85991787_0.jpg)

GRAPHIC (img85991787_1.jpg)

GRAPHIC (img86915308_0.jpg)

GRAPHIC (img86915308_1.jpg)

GRAPHIC (img182636594_0.jpg)

GRAPHIC (img182636594_1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: whk-20260812.htm · Sequence: 1

8-K/A

true000192160312/3100019216032026-08-122026-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2026 (August 12, 2026)

WhiteHawk Minerals Corp.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-43337

88-0862160

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2000 Market Street

Suite 910

Philadelphia, Pennsylvania

19103

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 610 484-3412

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

WHK

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

The following financial statements of Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC, as required by Rule 3-05 of Regulation S-X, are filed as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K/A: (i) audited carve-out financial statements as of and for the years ended December 31, 2025 and 2024; and (ii) unaudited interim carve-out financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.

(b)

Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated combined financial information of the Company, as required by Article 11 of Regulation S-X, is filed as Exhibit 99.3 to this Current Report on Form 8-K/A: (i) unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2026; (ii) unaudited pro forma condensed consolidated combined statement of operations for the year ended December 31, 2025; and (iii) unaudited pro forma condensed consolidated combined statement of operations for the six months ended June 30, 2026.

(d)

Exhibits.

Exhibit No.

Description

2.1‡*

Purchase and Sale Agreement, dated August 12, 2026, by and among Three Rivers Royalty II, LLC, Cypress Mineral Partners, LLC, WhiteHawk Income Marcellus LLC and WhiteHawk Income Haynesville LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2026)

3.1

Certificate of Designations of Series E Preferred Stock of WhiteHawk Minerals Corp.

10.1*

Form of Securities Purchase Agreement

10.2

Second Amendment to Amended and Restated Credit Agreement, dated as of September 25, 2026, among WhiteHawk Minerals Corp., as Parent, WhiteHawk Income Operating Partnership L.P., as Borrower, Capital One, National Association, as Administrative Agent and Issuing Bank, and the lenders party thereto

23.1

Consent of Plante & Moran, PLLC

99.1

Audited Carve-Out Financial Statements of Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

99.2

Unaudited Interim Carve-Out Financial Statements of Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

99.3

Unaudited Pro Forma Condensed Combined Financial Information

99.4+

Press Release, dated September 25, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

‡ Incorporated by reference.

* Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

+ Furnished herewith and not filed.

Forward-Looking Statements

This Current Report on Form 8-K/A contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the Company’s expectations with respect to the financial impact of the SJM II Acquisition, including the expected accretive impact of the SJM II Acquisition; the Company’s expectations regarding the production and cash flow contributions of the Assets; the Company’s ability to satisfy its obligations under the Series E Preferred Stock, including dividend and redemption obligations; the Company’s dividend policy, including the declaration and payment of future dividends; and other statements that are not historical facts. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in commodity prices; the risk that production and cash flow contributions from the Assets may differ materially from expectations due to commodity price fluctuations, operator activity levels, well performance and other factors; the Company’s ability to generate sufficient cash flow to satisfy its obligations under the Series E Preferred Stock, including mandatory dividend payments and potential redemption obligations; operator drilling and completion activity on the Company’s acreage; regulatory changes; general economic and market conditions; and the risks described under “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission. Furthermore, the declaration and payment of any future dividends, including the amount and timing thereof, will be at the sole discretion of the Board of Directors, which may change the Company’s dividend policy at any time and for any reason, including changes in the Company’s financial condition, results of operations, capital requirements, general business conditions or any other factor the Board deems relevant. There can be no assurance that the Company will declare or pay dividends at the current rate, or at all.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statement, except as required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WhiteHawk Minerals Corp.

Date: September 25, 2026

By:

/s/ Daniel Herz

Daniel Herz

Chief Executive Officer

EX-3.1

Filename: whk-ex3_1.htm · Sequence: 2

EX-3.1

Exhibit 3.1

Delaware

The First State

Page 1

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “WHITEHAWK MINERALS CORP.”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 2026, AT 9:53 O`CLOCK A.M.

6629465 8100

SR# 20264478266

Charuni patibanda-Sanchez, Secretary of State

Authentication: 205209252

Date: 09-23-26

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF DESIGNATIONS OF PREFERRED STOCK OF WHITEHAWK MINERALS CORP.

WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), hereby certifies that, pursuant to the provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, on September 23, 2026, the board of directors of the Company (the “Board”') adopted the resolution shown immediately below, which resolution is now, and at all times since its date of adoption has been in full force and effect:

RESOLVED, that pursuant to the provisions of the Amended and Restated Certificate of Incorporation of the Company (as such may be amended, modified or restated from time to time, the “Amended and Restated Charter”), which authorizes 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), and the authority thereby vested in the Board, a series of Preferred Stock be, and it is hereby, created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Charter and this Certificate of Designations, as it may be amended from time to time (the “Certificate of Designations”) as follows:

SECTION 1. Designation and Number of Shares. Pursuant to the Amended and Restated Charter, there is hereby created out of the authorized and unissued shares of Preferred Stock a series of Preferred Stock consisting of 50,000 shares of Preferred Stock designated as “Series E Preferred Stock” (the “Series E Preferred Stock”). To the extent not prohibited by the Amended and Restated Charter, the provisions hereof or other provisions of applicable law, such number of shares may be increased or decreased by resolution of the Board; provided, however, that no decrease shall reduce the number of shares of Series E Preferred Stock to less than the number of shares of Series E Preferred Stock then outstanding. Shares of the Series E Preferred Stock that are redeemed, purchased or otherwise acquired by the Company shall be cancelled, and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series and subject to later issuance.

SECTION 2. Rank. The Series E Preferred Stock shall, as to the payment of dividends and the distribution of assets upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, rank senior to each class or series of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), Class B common stock, par value $0.0001 per share (together with the Class A Common Stock, the “Common Stock”), and any other class or series of capital stock of the Company, including but not limited to the Company’s Series B Preferred Stock (such securities collectively referred to herein as the “Junior Securities”).

SECTION 3. Uncertificated Shares. The shares of Series E Preferred Stock shall be in uncertificated, book-entry form as permitted by the bylaws of the Company and the Delaware General Corporation Law.

SECTION 4. Voting. The holders of the Series E Preferred Stock shall have no voting rights and shall not be entitled to any vote with respect to shares of Series E Preferred Stock held of record by a Holder on any matters on which any of the Company’s stockholders are entitled to vote, except as required by law; provided, the Board shall not amend the terms of the Series E Preferred Stock without the consent of the holders of a majority of the outstanding shares of Series E Preferred Stock.

SECTION 5. Dividends.

(a)

Dividends on each share of Series E Preferred Stock shall (i) accrue on a daily basis at the Dividend Rate from and including the date of issuance, whether or not the Company has assets legally available to make payment thereof and (ii) be payable monthly in arrears on each Dividend Payment Date. Dividends shall accumulate from the most recent date through which dividends shall have been paid, or, if no dividends have been paid, from the date of issuance.

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:53 AM 09/23/2026

FILED 09:53 AM 09/23/2026

SR 20264478266 – File Number 6629465

(b)

No dividend or distribution shall be declared and paid on any class or series of capital stock of the Company unless all dividends are declared and paid with respect to the Series E Preferred Stock pursuant to Section 5(a).

(c)

Prior to declaring any dividend with respect to shares of any class or series of capital stock of the Company in accordance with this Section 5, the Company shall take any and all prior corporate action necessary to authorize any corporate action in respect of the Series E Preferred Stock required under this Certificate of Designations.

SECTION 6. Optional Redemption; Mandatory Redemption.

(a)

Subject to compliance with the provisions of applicable law, the Company shall have the right, but not the obligation, to redeem the Series E Preferred Stock, in whole or in part, at any time and from time to time, at a redemption price of $1,000 per share of Series E Preferred Stock, plus all accrued and unpaid dividends thereon, if any (the “Redemption Price”), upon written notice thereof (a “Notice of Optional Redemption”) to each Holder and the Company’s transfer agent (if any), which such Notice of Optional Redemption may specify that the date of such redemption shall be the date of such Notice of Optional Redemption or such other date as the Company shall determine in its sole and absolute discretion. Upon the exercise of the optional redemption right set forth in this Section 6(a) with respect to any share of Series E Preferred Stock that is the last share of Series E Preferred Stock held by a Holder, in addition to the Redemption Price, the Company shall pay an additional dividend, if required, such that, together with the payment of the Redemption Price and all dividends paid with respect to such Holder in the aggregate, such Holder shall have received the Minimum Return (such additional dividend, the “Minimum Return Payment”).

(b)

In the event that (i) there is a Deemed Liquidation Event, (ii) the Company ceases, or is deemed to have ceased, to conduct business, (iii) any legal proceeding by any judgment creditor is commenced against the Company to attach or levy upon any material property of the Company, which is not dismissed within 45 days, (iv) the Company shall become the subject of any bankruptcy (including, without limitation, any reorganization under Chapter 11 of Title 11 of the United States Code and /or its foreign equivalent), insolvency, receivership, liquidation (including, without limitation, any liquidation under Chapter 7 of Title 11 of the United States Code and/or its foreign equivalent), or dissolution under applicable law or statute, or (v) the Company shall make a general assignment for the benefit of its creditors (each, a “Mandatory Redemption Trigger”), then, in the case of each of the foregoing, the Company shall be required to redeem all of the issued and outstanding Series E Preferred Stock at the Redemption Price, accompanied by the Minimum Return Payment, if applicable, as promptly as possible, subject to applicable law.

(c)

In the case of a delivery of a Notice of Optional Redemption, on the date determined by the Company, or upon a Mandatory Redemption Trigger, as promptly as possible, each Holder specified, as applicable, to be redeemed by the Company shall have such Holder’s shares of Series E Preferred Stock to be redeemed by the Company exchanged for the Redemption Price, accompanied by the Minimum Return Payment, if applicable.

(d)

If, on the date of any redemption pursuant to this Section 6, Delaware law governing distributions to stockholders prevents the Company from redeeming all shares of Series E Preferred Stock to be redeemed pursuant to this Section 6, the Company shall ratably redeem the maximum number of shares of Series E Preferred Stock that it may redeem consistent with such law, and shall use best efforts to ameliorate such condition and redeem the remaining shares of Series E Preferred Stock as soon as it may lawfully do so under such law. For the avoidance of doubt, (i) all rights with respect to the shares of Series E Preferred Stock redeemed pursuant to this Section 6 and (ii) the Company’s obligation to pay dividends with respect to such shares of Series E Preferred Stock if, as and when declared by the Board of Directors will terminate only upon the Redemption Price, accompanied by the Minimum Return Payment, if applicable, being paid in full and in cash in respect of such shares of Series E Preferred Stock.

SECTION 7. Shares to he Retired All shares of Series E Preferred Stock redeemed by the Company in accordance with Section 6 shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.

SECTION 8. Liquidation, Dissolution or Winding Up of the Company. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company (a “Liquidation Event”), holders of the Series E Preferred Stock will first be entitled to receive the Minimum Return before any distribution of assets is made to holders of any Junior Securities. After the payment of the Minimum Return to the holders of the Series E Preferred Stock, the remaining assets of the Company shall be distributed ratably to the holders of the Common Stock and any other Junior Securities in accordance with their rights and preferences.

SECTION 9. Severability. In the event any provision of these terms for the Series E Preferred Stock is for any reason held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these terms for the Series E Preferred Stock shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

SECTION 10. Miscellaneous.

(a)

Transfers of Series E Preferred Stock held in uncertificated, book-entry form shall be made only upon the transfer books of the Company kept at an office of the transfer agent upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual presenting proper evidence of succession, assignment or authority to transfer the stock. The Company may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper.

(b)

The shares of Series E Preferred Stock shall not be subject to the operation of any retirement or sinking fund. The shares of Series E Preferred Stock shall not be convertible into, or exchangeable for, shares of stock of any other class or classes, or of any other series of the same class.

(c)

All notices and other communications given or made hereunder shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the next Business Day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. Notice to any Holder shall be given to the registered address set forth in the Company's records for such Holder.

(d)

With respect to any notice to a Holder required to be provided hereunder, neither failure to send such notice, nor any defect therein or in the sending thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such action (assuming due and proper notice to such other Holders). Any notice which was sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder actually receives the notice.

(e)

Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without interest or additional payment for such delay. All payments required hereunder shall be made by wire transfer of immediately available funds in United States Dollars to the Holders in accordance with the payment instructions as such Holders may deliver by written notice to the Company from time to time.

(f)

The shares of Series E Preferred Stock shall have no preemptive or subscription rights, except those that may be expressly provided by contract.

SECTION 11. Definitions.

(a)

“Business Day” means any weekday that is not a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed.

(b)

“Closing Date” means September 23, 2026.

(c)

“Dividend Payment Date” means the first day of each month; provided, that, if any such Dividend Payment Date is not a Business Day, then the applicable dividend shall be payable on the next Business Day immediately following such Dividend Payment Date, without any interest or additional accrual (other than any such accrual that is payable on the subsequent Dividend Payment Date).

(d)

“Dividend Rate” means (i) from and including the Closing Date until March 31, 2027, 10% per annum, (ii) from and including April 1, 2027 until December 31, 2028, 12% per annum, and (iii) from and including January 1, 2029, and thereafter, 14% per annum.

(e)

“Deemed Liquidation Event” means:

(i)

a merger, consolidation, statutory conversion, transfer, domestication, or continuance in which (A) the Company is a constituent party; or (B) a subsidiary of Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger, consolidation, statutory conversion, transfer, domestication, or continuance involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger, consolidation, statutory conversion, transfer, domestication, or continuance continue to represent, or are converted into or exchanged for shares of capital stock or other equity interests that represent, immediately following such merger, consolidation, statutory conversion, transfer, domestication, or continuance, a majority, by voting power, of the capital stock or other equity interests of (1) the surviving or resulting corporation or entity; or (2) if the surviving or resulting corporation or entity is a wholly owned subsidiary of another corporation or entity immediately following such merger, consolidation, statutory conversion, transfer, domestication, or continuance, the parent corporation or entity of such surviving or resulting corporation or entity; or

(ii)

(A) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole or (B) the sale, lease, transfer, exclusive license or other disposition (whether by merger, consolidation, statutory conversion, domestication, continuance or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

(f)

“Minimum Return” means a return of 8% per share of Series E Preferred Stock upon the payment of all dividends thereon and all liquidation, redemption and other cash payments, as applicable, made by the Company to the holder of such share of Series E Preferred Stock with respect to such share of Series E Preferred Stock.

(g)

“Holder” means, unless the context otherwise indicates or requires, a holder of record of a share of Series E Preferred Stock, as reflected in the transfer books of the Company.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by its undersigned duly authorized officer.

WHITEHAWK MINERALS CORP.

By:

/s/ Jeffrey Slotterback

Name:

Jeffrey Slotterback

Title:

Chief Financial Officer

Signature Page to Certificate of Designations

EX-10.1

Filename: whk-ex10_1.htm · Sequence: 3

EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 23, 2026, by and among WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act; and

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, shares (the “Preferred Shares”) of Series E Preferred Stock, par value $0.0001 per share (and including any other class of securities into which the Series E Preferred Stock may hereafter be reclassified or changed into, the “Preferred Stock”) of the Company, having the designation, preferences or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions as specified in the Certificate of Designations attached hereto as Exhibit B (the “Certificate of Designations” and the Preferred Shares, the “Shares”).

NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the Company and each Investor, severally and not jointly, agree as follows:

Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with such Person.

“Agreement” has the meaning set forth in the recitals.

“Amended and Restated Bylaws” means the Bylaws of the Company, as currently in effect.

“Amended and Restated Certificate of Incorporation” means the Certificate of Incorporation of the Company, as currently in effect (giving effect to the Certificate of Designations).

“Benefit Plan” or “Benefit Plans” means employee benefit plans as defined in Section 3(3) of ERISA and all other employee benefit practices or arrangements, including, without limitation, any such practices or arrangements providing severance pay, sick leave, vacation pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options or other stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained by the Company or to which the Company or any of its subsidiaries is obligated to contribute for employees or former employees of the Company and its subsidiaries.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Certificate of Designations” has the meaning set forth in the recitals hereof.

“Closing” has the meaning set forth in Section 2.1.

“Closing Date” has the meaning set forth in Section 2.1.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Stock” means the Company’s Class A common stock, par value $0.0001 per share.

“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company” has the meaning set forth in the recitals.

“Confidential Data” has the meaning set forth in Section 3.30.

“Disclosure Document” has the meaning set forth in Section 5.3.

“Disqualification Event” has the meaning set forth in Sections 3.26 and 4.14.

“Environmental Laws” has the meaning set forth in Section 3.15.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Financial Statements” has the meaning set forth in Section 3.8(b).

“Fundamental Representations” means the representations and warranties made by the Company in Sections 3.1 (Organization and Power), 3.2 (Capitalization), 3.4 (Authorization), 3.5 (Valid Issuance), 3.6 (No Conflict), 3.7 (Consents), 3.8 (SEC Filings; Financial Statements), 3.18 (NYSE Stock Market), 3.19 (Sarbanes-Oxley Act), 3.21 (Price Stabilization of Common Stock), 3.22 (Investment Company Act), 3.23 (General Solicitation; No Integration or Aggregation), 3.24 (Brokers and Finders), 3.25 (Reliance by the Investors), 3.26 (No Disqualification Events), 3.27 (Other Covered Persons) and 3.28 (No Additional Agreements).

“GAAP” has the meaning set forth in Section 3.8(b).

“GDPR” has the meaning set forth in Section 3.31.

“Governmental Authorizations” has the meaning set forth in Section 3.11.

“Indemnified Persons” has the meaning set forth in Section 5.9.

“Intellectual Property” has the meaning set forth in Section 3.12.

“Investor” and “Investors” have the meanings set forth in the recitals.

“Issuer Covered Person” has the meaning set forth in Section 3.26.

“IT Systems” has the meaning set forth in Section 3.30.

“Material Adverse Effect” means any change, event, circumstance, development, condition, occurrence or effect that, individually or in the aggregate, (a) was, is, or would reasonably be expected to be, materially adverse to the business, financial condition, properties, assets, liabilities, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, or (b) materially delays or materially impairs the ability of the Company to comply, or prevents the Company from complying, with its obligations under this Agreement, the other Transaction Agreement, or with respect to the Closing, or would reasonably be expected to do so.

“NYSE” means the New York Stock Exchange.

“National Exchange” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question, together with any successor thereto: the NYSE American, The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market and The Nasdaq Capital Market.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity or organization.

“Personal Data” has the meaning set forth in Section 3.30.

“Preferred Share Price” means $1,000.00.

“Preferred Shares” has the meaning set forth in the recitals hereof.

“Preferred Stock” has the meaning set forth in the recitals hereof.

“Privacy Laws” has the meaning set forth in Section 3.31.

“Privacy Statements” has the meaning set forth in Section 3.31.

“Process” or “Processing” has the meaning set forth in Section 3.31.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Reports” means (a) the Company’s most recently filed Annual Report on Form 10-K, (b) all Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed or furnished (as applicable) by the Company following the end of the most recent fiscal year for which an Annual Report on Form 10-K has been filed and prior to the execution of this Agreement, together in each case with any documents incorporated by reference therein or exhibits thereto, and (c) all registration statements, reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including all amendments thereto) filed with the SEC by the Company pursuant to the Securities Act, the Exchange Act and/or the rules and regulations promulgated thereunder (including, for the avoidance of doubt, the final prospectus dated June 8, 2026, filed by the Company with the SEC on June 9, 2026).

“Securities Act” means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Short Sales” include, without limitation, (a) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (b) sales and other transactions through non-U.S. broker dealers or non-U.S. regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Tax” or “Taxes” means any and all federal, state, local, foreign and other taxes, levies, fees, imposts, duties and charges of whatever kind (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto), whether or not imposed on the Company or its subsidiaries (if any) including, without limitation, taxes imposed on, or measured by, income, franchise, profits or gross receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes and customs duties.

“Tax Returns” means returns, reports, information statements and other documentation (including any additional or supporting material) filed or maintained, or required to be filed or maintained, in connection with the calculation, determination, assessment or collection of any Tax and shall include any amended returns required as a result of examination adjustments made by the Internal Revenue Service or other Tax authority.

“Transaction Agreement” means this Agreement.

“Transfer Agent” means, with respect to the Common Stock, Computershare Inc. or such other financial institution that provides transfer agent services as the Company may engage from time to time.

Purchase and Sale of Securities.

2.1

Purchase and Sale. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investors, severally and not jointly, agree to purchase, the number and type of Shares, for the aggregate purchase price, set forth opposite the Investor’s name on Exhibit A. The purchase price per Preferred Share is equal to the Preferred Share Price.

2.2

Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the closing of the purchase and sale of the Shares (the “Closing” and the date on which the Closing occurs, the “Closing Date”) shall occur remotely via the exchange of documents and signatures at such time as agreed to by the Company and the Investors but (i) in no event earlier than the first Business Day after the date of this Agreement and (ii) in no event later than the fifth Business Day after the date of this Agreement. At the Closing, the Shares shall be issued and registered in the name of the Investor, or in such nominee name(s) as designated by such Investor, representing the number of Shares to be purchased by the Investor at such Closing as set forth in Exhibit A, in each case against payment to the Company of the purchase price therefor (the “Aggregate Purchase Amount”) in full, by wire transfer to the Company of immediately available funds, at or prior to the Closing, in accordance with wire instructions provided by the Company to the Investors at least one Business Day prior to the Closing. On the Closing Date, the Company will cause the Transfer Agent to issue the Shares in book-entry form, free and clear of all restrictive and other legends (except as expressly provided in Section 4.10 hereof) and the Company shall provide evidence of such issuance from the Company’s Transfer Agent as soon as reasonably practical following the Closing Date to each Investor. In the event that the Closing has not occurred within one Business Day after the expected Closing Date, unless otherwise agreed by the Company and such Investor, the Company shall promptly (but no later than one Business Day thereafter) return the previously wired Aggregate Purchase Amount to each respective Investor by wire transfer of United States dollars in immediately available funds to the account specified by each Investor, and any book entries for the Shares shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7, such return of funds shall not terminate this Agreement or relieve such Investor of its obligation to purchase, or the Company of its obligation to issue and sell, the Shares at the Closing.

Representations and Warranties of the Company. Except as set forth in the SEC Reports (other than as to the Fundamental Representations, which are not so qualified, except to the extent qualified in such Fundamental Representations), the Company hereby represents and warrants to each of the Investors that the statements contained in this Section 3 are true and correct as of the date of this Agreement and as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date).

3.1

Organization and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted and described in the SEC Reports and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where such failure to be in good standing or to have such power and authority or to so qualify would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s subsidiaries is (i) duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties and (ii) qualified to do business as a foreign corporation and in good standing in each jurisdiction in which such qualification is required, except in each case as would not reasonably be expected to have a Material Adverse Effect.

3.2

Capitalization. The Company’s disclosure of its authorized, issued and outstanding capital stock in the SEC Reports containing such disclosure was accurate in all material respects as of the date indicated in such SEC Reports. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company which have not been waived, and such shares were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. Except as disclosed in the SEC Reports as of the date indicated in such SEC Reports, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the SEC Reports; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

3.3

Registration Rights. Except as set forth in the Transaction Agreement or as disclosed in the SEC Reports, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued, other than such rights and obligations that have expired or been satisfied or waived.

3.4

Authorization. The Company has all requisite corporate power and authority to enter into the Transaction Agreement and to carry out and perform its obligations under the terms of the Transaction Agreement and the Certificate of Designations, including the issuance and sale of the Shares. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of the Shares, the authorization, execution, delivery and performance of the Transaction Agreement and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares has been taken, including, without limitation, the approval of the Board of Directors (or a committee thereof) in accordance with Section

144(a)(1) of the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each Investor of this Agreement and that this Agreement constitutes the legal, valid and binding agreement of each Investor, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.5

Valid Issuance. The Shares being purchased by the Investors hereunder have been duly and validly authorized and, upon issuance pursuant to the terms of this Agreement against full payment therefor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable and will be issued free and clear of any liens or other restrictions (other than those as provided in the Transaction Agreement or restrictions on transfer under applicable state and federal securities laws), and the holder of the Shares shall be entitled to all rights accorded to a holder of the Shares. The issuance and delivery of the Shares does not, (a) obligate the Company to offer to issue, or issue, shares of Common Stock or other securities to any Person (other than the Investors) pursuant to any preemptive rights, rights of first refusal, rights of participation or similar rights, or (b) result in any adjustment (automatic, at the election of any Person or otherwise) of the exercise, conversion, exchange or reset price under, or any other anti-dilution adjustment pursuant to, any outstanding securities of the Company. Subject to the accuracy of the representations and warranties made by the Investors in Section 4, the offer and sale of the Shares to the Investors is, and will be, (i) exempt from the registration and prospectus delivery requirements of the Securities Act and (ii) exempt from (or otherwise not subject to) the registration and qualification requirements of applicable securities laws of the states of the United States.

3.6

No Conflict. The execution, delivery and performance of the Transaction Agreement by the Company, the issuance and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Agreement will not (i) violate any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, (ii) conflict with or result in a violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, a change of control right or to a loss of a benefit under any agreement or instrument, credit facility, franchise, license, judgment, order, statute, law, ordinance, rule or regulations, applicable to the Company or any of its subsidiaries or their respective properties or assets, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any of its subsidiaries is subject (including federal and state securities laws and regulations) and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, or by which any property or asset of the Company or any of its subsidiaries is bound or affected, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

3.7

Consents. Assuming the accuracy of the representations and warranties of each Investor set forth in Section 4 hereof, no consent, approval, authorization, filing with or order of or registration with, any court or governmental agency or body is required in connection with the authorization, execution or delivery by the Company of the Transaction Agreement, the issuance and sale of the Shares and the performance by the Company of its other obligations under the Transaction Agreement, except (a) as have been or will be obtained or made under the Securities Act or the Exchange Act, (b) the filing of any requisite notices and/or application(s) to the National Exchange for the issuance and sale of the Shares and the listing of the Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (c) customary post-closing filings with the SEC or pursuant to state securities laws in connection with the offer and sale of the Shares by the Company in the manner contemplated herein, which will be filed on a timely basis, or (d) such that the failure of which to

obtain would not have a Material Adverse Effect. All notices, consents, authorizations, orders, filings and registrations which the Company is required to deliver or obtain prior to the Closing pursuant to the preceding sentence have been obtained or made or will be delivered or obtained or effected, and shall remain in full force and effect, on or prior to the Closing.

3.8

SEC Filings; Financial Statements.

(a)

Since the date upon which the Company commenced being a “reporting company” pursuant to Section 12(b) of the Exchange Act, the Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act , and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. The interactive data in eXtensible Business Reporting Language included in the SEC Reports fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. The Company is not, and has never been, an issuer subject to Rule 144(i) under the Securities Act.

(b)

The consolidated financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods therein specified (except as otherwise noted therein, and except that any unaudited financial statements may not contain certain footnotes and are subject to normal and recurring year-end adjustments). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

3.9

Absence of Changes. Since December 31, 2025, (a) the Company has conducted its business only in the ordinary course of business and there have been no material transactions entered into by the Company or any of its subsidiaries (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto); (b) no material change to any material contract or arrangement by which the Company or any of its subsidiaries is bound or to which any of its assets or properties is subject has been entered into that has not been disclosed in the SEC Reports; and (c) there has not been any other event or condition of any character that has had or would reasonably be expected to have a Material Adverse Effect; provided, however, that none of the following will be deemed in themselves, either alone or in combination, to constitute, and that none of the following will be taken into account in determining whether there has been or will be, a Material Adverse Effect under this Section 3.9:

(i) any change generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or any other geographic region in which the Company conducts business, provided that the Company is not disproportionately affected thereby;

(ii) general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, provided that the Company is not disproportionately affected thereby;

(iii) any change that generally affects industries in which the Company and its subsidiaries conduct business, provided that the Company is not disproportionately affected thereby;

(iv) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, fires or other natural disasters, weather conditions, global pandemics, including the COVID-19 pandemic and related strains, epidemic or similar health emergency, and other force majeure events in the United States or any other location, provided that the Company is not disproportionately affected thereby;

(v) national or international political or social conditions (or changes in such conditions), whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, provided that the Company is not disproportionately affected thereby;

(vi) material changes in laws after the date of this Agreement; and

(vii) in and of itself, any material failure by the Company to meet any published or internally prepared estimates of revenues, expenses, earnings or other economic performance for any period ending on or after the date of this Agreement (it being understood that the facts and circumstances giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a Material Adverse Effect to the extent that such facts and circumstances are not otherwise described in clauses (i)-(v) of this definition).

3.10

Absence of Litigation. There is no action, suit, proceeding, arbitration, claim, investigation, charge, complaint or inquiry pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, nor are there any orders, writs, injunctions, judgments or decrees outstanding of any court or government agency or instrumentality and binding upon the Company or any of its subsidiaries that have had or would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any subsidiary, nor to the knowledge of the Company, any director or officer of the Company or any subsidiary, is, or within the last ten years has been, the subject of any action involving a claim of violation of or liability under federal or state securities laws relating to the Company or such subsidiary or a claim of breach of fiduciary duty relating to the Company or such subsidiary.

3.11

Compliance with Law; Permits. Neither the Company nor any of its subsidiaries is in violation of, or has received any notices of violations with respect to, any laws, statutes, ordinances, rules or regulations of any governmental body, court or government agency or instrumentality, except for violations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have all required licenses, permits, certificates and other authorizations (collectively, “Governmental Authorizations”) from such federal, state or local government or governmental agency, department or body that are currently necessary for the operation of the business of the Company and its subsidiaries as currently conducted, except where the failure to possess currently such Governmental Authorizations has not had and is not reasonably expected to have a Material Adverse Effect. Neither the Company nor any subsidiary has received any written (or, to the Company’s knowledge, oral) notice regarding any revocation or material modification of any such Governmental Authorization, which, individually

or in the aggregate, if the subject of an unfavorable decision, ruling or finding, has or would reasonably be expected to result in a Material Adverse Effect.

3.12

Intellectual Property. The Company and its subsidiaries own, or have rights to use, all material inventions, patent applications, patents, trademarks, trade names, service names, service marks, copyrights, trade secrets, know how (including unpatented and/or unpatentable proprietary of confidential information, systems or procedures) and other intellectual property as described in the SEC Reports necessary for, or used in the conduct of their respective businesses (including as described in the SEC Reports) (collectively, “Intellectual Property”), except where any failure to own, possess or acquire such Intellectual Property has not had, and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Intellectual Property of the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, including no liens, security interests, or other encumbrances; and (ii) there is no infringement by third parties of any Intellectual Property, except, in each case, which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. No action, suit, or other proceeding is pending, or, to the Company’s knowledge, is threatened: (A) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) alleging that the Company or any of its subsidiaries infringes, misappropriates, or otherwise violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, except, in each case, which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any of its subsidiaries in all material respects, and to the Company’s knowledge all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property.

3.13

Employee Benefits. Except as would not be reasonably likely to result in a Material Adverse Effect, each Benefit Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code, the Patient Protection and Affordable Care Act of 2010, as amended, and other applicable laws, rules and regulations. The Company and its subsidiaries are in compliance with all applicable federal, state and local laws, rules and regulations regarding employment, except for any failures to comply that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. There is no labor dispute, strike or work stoppage against the Company or its subsidiaries pending or, to the knowledge of the Company, threatened which may interfere with the business activities of the Company, except where such dispute, strike or work stoppage is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

3.14

Taxes. The Company and its subsidiaries have filed all federal, state and foreign income Tax Returns and other Tax Returns required to have been filed under applicable law (or extensions have been duly obtained) and have paid all Taxes required to have been paid by them, except for those which are being contested in good faith and except where failure to file such Tax Returns or pay such Taxes would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No assessment in connection with United States federal tax returns has been made against the Company. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or reassessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect. No audits, examinations, or other proceedings with respect to any material amounts of Taxes of the Company and its subsidiaries are presently in progress or have been asserted or proposed in writing without subsequently being paid, settled or withdrawn. There are no liens on any of the assets of the Company. At all times since inception,

the Company has been and continues to be classified as a corporation for U.S. federal income tax purposes. Neither the Company nor any of its subsidiaries has been a United States real property holding corporation within the meaning of Code Section 897(c)-2 during the period specified in Code Section 897(c)(1)(A)(ii).

3.15

Environmental Laws. The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits and other Governmental Authorizations required under applicable Environmental Laws to conduct their business and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company nor any of its subsidiaries has received since January 1, 2026, any written notice or other communication (in writing or otherwise), whether from a governmental authority or other Person, that alleges that the Company or any subsidiary is not in compliance with any Environmental Law and, to the knowledge of the Company, there are no circumstances that may prevent or interfere with the Company’s or any subsidiary’s compliance in any material respects with any Environmental Law in the future, except where such failure to comply would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company: (i) no current or (during the time a prior property was leased or controlled by the Company) prior property leased or controlled by the Company or any subsidiary has received since January 1, 2026, any written notice or other communication relating to property owned or leased at any time by the Company, whether from a governmental authority, or other Person, that alleges that such current or prior owner or the Company or any subsidiary is not in compliance with or violated any Environmental Law relating to such property and (ii) the Company has no material liability under any Environmental Law.

3.16

Title. Each of the Company and its subsidiaries has good and marketable title to all personal property owned by it that is material to the business of the Company, free and clear of all liens, encumbrances and defects except such as do not materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company or its subsidiaries, as the case may be. Any real property and buildings held under lease by the Company or its subsidiaries is held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries, as the case may be. The Company does not own any real property.

3.17

Insurance. The Company carries or is entitled to the benefits of insurance in such amounts and covering such risks that is customary for comparably situated companies and is adequate for the conduct of its business and the value of its real and personal properties (owned or leased) and tangible assets, and each of such insurance policies is in full force and effect and the Company is in compliance in all material respects with the terms of such insurance policies. Other than customary end-of-policy notifications from insurance carriers, since January 1, 2026, the Company has not received any notice or other communication regarding any actual or possible: (i) cancellation or invalidation of any material insurance policy or (ii) refusal or denial of any coverage, reservation of rights or rejection of any material claim under any insurance policy.

3.18

NYSE Stock Market. The issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “WHK”. The Company is in compliance with all listing requirements of NYSE applicable to the Company. As of the date of this Agreement, there is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by NYSE or the SEC, respectively, to prohibit or terminate the listing of the Common Stock on the NYSE or to deregister the Common Stock under the Exchange Act. The Company has taken no action as of the date of this Agreement that is designed to terminate the registration of the Common Stock under the Exchange Act.

3.19

Sarbanes-Oxley Act. The Company is, and since January 1, 2026 has been, in compliance in all material respects with all applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.

3.20

Accounting Controls and Disclosure Controls and Procedures. The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to comply with the requirements of the Exchange Act applicable to the Company and provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Except as disclosed in the Company’s SEC Reports filed prior to the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to provide reasonable assurance that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

3.21

Price Stabilization of Common Stock. The Company has not taken, nor will it take, directly or indirectly, any action designed to stabilize or manipulate the price of the Common Stock to facilitate the sale or resale of the Shares.

3.22

Investment Company Act. The Company is not, and immediately after receipt of payment for the Shares will not be, an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.

3.23

General Solicitation; No Integration or Aggregation. Neither the Company nor any other person or entity authorized by the Company to act on its behalf has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Shares pursuant to this Agreement. The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be (i) integrated with the offer and sale of the Shares pursuant to this Agreement for purposes of the Securities Act or (ii) aggregated with prior offerings by the Company for the purposes of the rules and regulations of the NYSE. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 4, neither the Company nor any of its Affiliates, its subsidiaries nor any Person acting on their behalf

has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder for the exemption from registration for the transactions contemplated hereby.

3.24

Brokers and Finders. Neither the Company nor any other Person authorized by the Company to act on its behalf has retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement.

3.25

Reliance by the Investors. The Company has a reasonable basis for making each of the representations set forth in this Section 3. The Company acknowledges that each of the Investors will rely upon the truth and accuracy of, and the Company’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Company set forth herein.

3.26

No Disqualification Events. Neither the Company nor any of its (i) predecessors, (ii) Affiliates, (iii) directors, (iv) executive officers, (v) non-executive officers participating in the placement contemplated by this Agreement, (vi) beneficial owners of 20% or more of its outstanding voting equity securities (calculated on the basis of voting power), (vii) promoters or (viii) investment managers (including any of such investment managers’ directors, executive officers or officers participating in the placement contemplated by this Agreement) or general partners or managing members of such investment managers (including any of such general partners’ or managing members’ directors, executive officers or officers participating in the placement contemplated by this Agreement) (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to the disqualification provisions of Rule 506(d)(1)(i-viii) of Regulation D under the Securities Act (a “Disqualification Event”).

3.27

Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.

3.28

No Additional Agreements. There are no agreements or understandings between the Company and any Investor with respect to the transactions contemplated by the Transaction Agreement other than (i) as specified in the Transaction Agreement and (ii) any side letter agreements with any of the Investors, which side letters the Company has shared with all Investors.

3.29

Anti-Bribery and Anti-Money Laundering Laws. Each of the Company, its subsidiaries and, to the knowledge of the Company, any of their respective officers, directors, supervisors, managers, agents, or employees are and have at all times been in compliance with and its participation in the offering will not violate: (A) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope; (B) anti-money laundering laws, including, but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 US. Code sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder; or (C) except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, any laws with respect to import and export

control and economic sanctions, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, and economic sanctions regulations and executive orders administered by the U.S. Department of the Treasury Office of Foreign Asset Control.

3.30

Cybersecurity. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and are free and clear of all material Trojan horses, time bombs, malware and other malicious code. The Company and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls designed to maintain and protect the confidentiality, integrity, availability, privacy and security of all sensitive, confidential or regulated data (“Confidential Data”) used or maintained in connection with their businesses and Personal Data (defined below), and the integrity, availability continuous operation, redundancy and security of all IT Systems. “Personal Data” means the following data used in connection with the Company’s and its subsidiaries’ businesses and in their possession or control: (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or other tax identification number, driver’s license number, passport number, credit card number or bank information; (ii) information that identifies or may reasonably be used to identify an individual; (iii) any information that would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (iv) any information that would qualify as “personal data,” “personal information” (or similar term) under the Privacy Laws. To the Company’s knowledge, there have been no breaches, outages or unauthorized uses of or accesses to the Company’s IT Systems, Confidential Data, or Personal Data that would require notification under Privacy Laws (as defined below).

3.31

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state, federal and foreign data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA, the EU General Data Protection Regulation (“GDPR”) (Regulation (EU) No. 2016/679), all other local, state, federal, national, supranational and foreign laws relating to the regulation of the Company or its subsidiaries, and the regulations promulgated pursuant to such statutes and any state or non-U.S. counterpart thereof (collectively, the “Privacy Laws”). To ensure material compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, at all times since inception provided accurate notice of their Privacy Statements then in effect to its customers, employees, third party vendors and representatives. None of such disclosures made or contained in any Privacy Statements have been materially inaccurate, misleading, incomplete, or in material violation of any Privacy Laws.

3.32

Transactions with Affiliates and Employees. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers,

stockholders, customers or suppliers of the Company, on the other hand, that is required to be described in the SEC Reports that is not so described.

Representations and Warranties of Each Investor. Each Investor, severally for itself and not jointly with any other Investor, represents and warrants to the Company that the statements contained in this Section 4 are true and correct as of the date of this Agreement and the Closing Date:

4.1

Organization. If an entity, the Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted.

4.2

Authorization. If an entity, the Investor has all requisite corporate or similar power and authority to enter into this Agreement and the other Transaction Agreement to which it will be a party and to carry out and perform its obligations hereunder and thereunder. All corporate, member or partnership action on the part of such Investor or its stockholders, members or partners necessary for the authorization, execution, delivery and performance of this Agreement and the other Transaction Agreement to which it will be a party and the consummation of the other transactions contemplated in this Agreement has been taken. The execution, delivery and performance by such Investor of the Transaction Agreement to which such Investor is a party has been duly authorized and each has been duly executed. Assuming this Agreement constitutes the legal and binding agreement of the Company, this Agreement constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its respective terms, except as such enforceability may be limited or otherwise affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and/or similar laws relating to or affecting the rights of creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3

No Conflicts. The execution, delivery and performance of the Transaction Agreement by the Investor, the purchase of the Shares in accordance with their terms and the consummation by the Investor of the other transactions contemplated hereby will not conflict with or result in any violation of, breach or default by such Investor (with or without notice or lapse of time, or both) under, conflict with, or give rise to a right of termination, cancellation or acceleration of any obligation, a change of control right or to a loss of a material benefit under (i) any provision of the organizational documents of the Investor, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable or (ii) any agreement or instrument, undertaking, credit facility, franchise, license, judgment, order, ruling, statute, law, ordinance, rule or regulations, applicable to such Investor or its respective properties or assets, except, in the case of clause (ii), as would not, individually or in the aggregate, be reasonably expected to materially delay or hinder the ability of the Investor to perform its obligations under the Transaction Agreement.

4.4

Residency. The Investor’s residence (if an individual) or offices in which its investment decision with respect to the Shares was made (if an entity) are located at the address immediately below the Investor’s name on the pertinent signature page of this Agreement, except as otherwise communicated by the Investor to the Company.

4.5

Brokers and Finders. The Investor has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement whose fees the Company would be required to pay.

4.6

Investment Representations and Warranties. The Investor hereby represents and warrants that, it (i) as of the date of this Agreement is, if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor”

as that term is defined in Rule 501(a) of Regulation D of the Securities Act and has such knowledge and experience in financial and business matters as to be able to protect its own interests in connection with an investment in the Shares. The Investor further represents and warrants that (x) it is capable of evaluating the merits and risk of such investment, and (y) that it has not been organized for the purpose of acquiring the Shares and is an “institutional account” as defined by FINRA Rule 4512(c). The Investor understands and agrees that the offering and sale of the Shares has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.

4.7

Intent. The Investor is purchasing the Shares solely for the Investor’s own account and not for the account of others, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. Notwithstanding the foregoing, if the Investor is purchasing the Shares as a fiduciary or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account. The Investor has no present arrangement to sell the Shares to or through any person or entity. The Investor understands that the Shares must be held indefinitely unless such Shares are resold pursuant to a registration statement under the Securities Act or an exemption from registration is available and that stop-transfer instructions to that effect will be in effect with respect to such Shares. Nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Shares for any period of time.

4.8

Investment Experience; Ability to Protect Its Own Interests and Bear Economic Risks. The Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares and has knowledge and experience in finance, securities, taxation, investments and other business matters as to be capable of evaluating the merits and risks of investments of the kind described in this Agreement and contemplated hereby, and the Investor has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that the Investor (i) is a sophisticated investor, experienced in investing in private placements of equity securities and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. The Investor acknowledges that the Investor is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Company’s filings with the SEC. Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Investor. The Investor is, at this time and in the foreseeable future, able to afford the loss of the Investor’s entire investment in the Shares and the Investor acknowledges specifically that a possibility of total loss exists.

4.9

Independent Investment Decision. The Investor understands that nothing in the Transaction Agreement or any other materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in such Investor’s sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

4.10

Securities Not Registered; Legends. The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, and

the Investor understands that the issuance of the Shares has not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Shares must continue to be held and may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration and in each case in accordance with any applicable securities laws of any state of the United States. The Investor understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions including, but not limited to, the time and manner of sale, the holding period and on requirements relating to the Company which are outside of the Investor’s control and which the Company may not be able to satisfy, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or disposition of any of the Shares. The Investor acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

The Investor understands that any certificates or book entry notations evidencing the Shares may bear one or more legends in substantially the following form and substance:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

In addition, the Shares may contain a legend regarding affiliate status of the Investor, if applicable.

4.11

No General Solicitation. The Investor acknowledges and agrees that the Investor is purchasing the Shares directly from the Company. Investor became aware of this offering of the Shares directly from the Company as a result of a pre-existing, substantive relationship with the Company, and/or their respective advisors (including, without limitation, attorneys, accountants, bankers, consultants and financial advisors), agents, control persons, representatives, Affiliates, directors, officers, managers, members, and/or employees, and/or the representatives of such persons. The Shares were offered to Investor solely by direct contact between Investor and the Company, and/or their respective representatives. Investor did not become aware of this offering of the Shares, nor were the Shares offered to Investor, by any other means, and none of the Company, and/or their respective representatives acted as investment advisor, broker or dealer to Investor. The Investor is not purchasing the Shares as a result of any general or public solicitation or general advertising, or publicly disseminated advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement, including any of the methods described in Section 502(c) of Regulation D under the Securities Act.

4.12

Access to Information. In making its decision to purchase the Shares, such Investor has relied solely upon independent investigation made by such Investor, upon the SEC Reports and upon the representations, warranties and covenants set forth herein. Such Investor acknowledges and agrees that such Investor and the Investor’s professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from the Company regarding the Company, its business and the terms and conditions of the offering of the Shares as the Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares and that the Investor has independently made its own analysis and decision to invest in the Company. Neither such inquiries nor any other due diligence investigation conducted by the Investor shall modify, limit or otherwise affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.

4.13

Certain Trading Activities. Other than consummating the transaction contemplated hereby, the Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Investor was first contacted by the Company or any other Person regarding the transaction contemplated hereby and ending immediately prior to the date of this Agreement. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of the assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Furthermore, in the case of an Investor whose investment advisor utilized an information barrier with respect to the information regarding the transactions contemplated hereunder after first being contacted by the Company or its representatives, the representation set forth above shall only apply after the point in time when the portfolio manager who manages such Investor’s assets was informed of the information regarding the transactions contemplated hereunder and, with respect to the Investor’s investment advisor, the representation set forth above shall only apply with respect to any purchases or sales, including Short Sales, of the securities of the Company on behalf of other funds or investment vehicles for which the Investor’s investment advisor is also an investment advisor or sub-advisor after the point in time when the portfolio manager who manages the assets of such other funds or investment vehicles for which the Investor’s investment advisor is also an investment advisor or sub-advisor was informed of the information regarding the transactions contemplated hereunder. Other than to other Persons party to this Agreement and to its advisors and agents who had a need to know such information, the Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the

identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

4.14

Disqualification Event. To the extent the Investor is one of the covered persons identified in Rule 506(d)(1), the Investor represents that no Disqualification Event is applicable to the Investor or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. The Investor hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to the Investor or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Section, “Rule 506(d) Related Party” means a person or entity that is a beneficial owner of the Investor’s securities for purposes of Rule 506(d) of the Securities Act.

Covenants.

5.1

Further Assurances. Each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of this Agreement, subject to the terms and conditions of this Agreement and compliance with applicable law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms of this Agreement. The Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. Prior to the Closing, the Investor agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth in Section 4 of this Agreement are no longer accurate.

5.2

Listing. The Company shall use commercially reasonable efforts to maintain the listing and trading of its Common Stock on the NYSE and, in accordance therewith, will use reasonable best efforts to comply in all material respects with the Company’s reporting, filing and other obligations under the rules and regulations of NYSE.

5.3

Disclosure of Transactions.

(a)

The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Agreement, issue a press release and/or file with the SEC a Current Report on Form 8-K (including, if applicable, all exhibits thereto, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreement and, if the Disclosure Document is a Current Report on Form 8-K, attaching this Agreement and the other Transaction Documents as exhibits to such Disclosure Document, and all material non-public information concerning the Company disclosed to the Investors. Following the issuance or filing of the Disclosure Document, no Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors by the Company or its representatives. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. In addition, unless it has already done so by filing the Disclosure Document, on or before the fourth (4th) Business Day following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K disclosing all material terms of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor or any of its Affiliates or advisors, or include the name of any Investor or any of its Affiliates or advisors in any press release or filing with the SEC or any regulatory agency, without the prior written consent of the Investor, except (i) as required by the federal securities law in connection with the filing of final Transaction Agreement with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the NYSE.

(b)

No later than September 29, 2026, the Company shall issue a press release and/or a Current Report on Form 8-K (the actual date of such press release and/or Current Report on Form 8-K, the “Disclosure Date”) disclosing all material non-public information concerning the Company disclosed to the Investors. Consequently, following the Disclosure Date, no Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors by the Company or its representatives. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions.

5.4

Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Investors, or that will be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any National Exchange such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

5.5

Removal of Legends.

(a)

In connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, if requested by the Investor by notice to the Company, the Company shall request the Transfer Agent to remove any restrictive legends related to the book entry account holding such shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends as soon as reasonably practicable following any such request therefor from the Investor, provided that the Company has timely received from the Investor customary representations and other documentation reasonably acceptable to the Company in

connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal.

(b)

Subject to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares (i) have been sold under the Securities Act pursuant to an effective registration statement; (ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or any successor provision), the Company shall, in accordance with the provisions of this Section 5.5(b) and as soon as reasonably practicable following any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry shares, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Agreement.

5.6

Withholding Taxes. Each Investor agrees to furnish the Company with any information, representations and forms as shall reasonably be requested by the Company from time to time to assist the Company in complying with any applicable tax law (including any withholding obligations).

5.7

Fees and Commissions. The Company shall be solely responsible for the payment of any financial advisory fees, or broker’s commissions (other than for Persons engaged by an Investor) relating to or arising out of the transactions contemplated hereby.

5.8

No Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Agreement.

5.9

Indemnification.

(a)

The Company agrees to indemnify and hold harmless each Investor and its Affiliates, and their respective directors, officers, trustees, members, managers, employees, investment advisors and agents (collectively, the “Indemnified Persons”), from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Agreement, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to the extent such amounts have been finally judicially determined not to have resulted from such Person’s fraud or willful misconduct.

(b)

Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the

defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving of a complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the indemnified party in respect of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability, wrongdoing, or malfeasance by or on behalf of, the indemnified party. No indemnified party will, except with the consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement.

Conditions of Closing.

6.1

Conditions to the Obligation of the Investors. The several obligations of each Investor to consummate the transactions to be consummated at the Closing, and to purchase and pay for the Shares being purchased by it at the Closing pursuant to this Agreement, are subject to the satisfaction or waiver in writing of the following conditions precedent:

(a)

Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as of such earlier date.

(b)

Performance. The Company shall have performed in all material respects the obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date.

(c)

No Injunction. The purchase of and payment for the Shares by each Investor shall not be prohibited or enjoined by any law or governmental or court order or regulation and no such prohibition shall have been threatened in writing.

(d)

Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the purchase and sale of the Shares, all of which shall be in full force and effect.

(e)

Transfer Agent. The Company shall have furnished all required materials to the Transfer Agent to reflect the issuance of the Shares at the Closing.

(f)

Adverse Changes. Since the date of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect.

(g)

Compliance Certificate. An authorized officer of the Company shall have delivered to the Investors at the Closing Date a certificate certifying that the conditions specified in Sections 6.1(a) (Representations and Warranties), 6.1(b) (Performance), 6.1(c) (No Injunction), 6.1(d) (Consents), 6.1(e) (Transfer Agent), 6.1(f) (Adverse Changes), 6.1(i) (Listing Requirements) and 6.1(j) (No Injunction) of this Agreement have been fulfilled.

(h)

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Investors at the Closing Date a certificate certifying (i) the Amended and Restated Certificate of Incorporation and the Certificate of Designations; (ii) the Amended and Restated Bylaws; and (iii) resolutions of the Company’s Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreement, the transactions contemplated by this Agreement and the issuance of the Shares.

(i)

Listing Requirements. No stop order or suspension of trading shall have been imposed by NYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. The Common Stock shall be listed on a National Exchange and shall not have been suspended, as of the Closing Date, by the SEC or the National Exchange from trading thereon nor shall suspension by the SEC or the National Exchange have been threatened, as of the Closing Date, in writing by the SEC or the National Exchange; and the Company shall have filed with NYSE a Notification Form: Listing of Additional Shares for the listing of the Shares and NYSE shall have raised no objection to such notice and the transactions contemplated hereby.

(j)

No Injunction. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any Governmental Entity, shall have been issued, and no action or proceeding shall have been instituted by any Governmental Entity, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Agreement.

(k)

Payment. Except as may be agreed to among the Company and one or more Investors in accordance with Section 2.2, the Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the number of Shares being purchased by each other Investor at the Closing as set forth in Exhibit A.

6.2

Conditions to the Obligation of the Company. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Investor the Shares to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction or waiver in writing of the following conditions precedent:

(a)

Representations and Warranties. The representations and warranties of each Investor in Section 4 hereto shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations, warranties, covenants and agreements of the Investor contained in this Agreement as of the Closing Date.

(b)

Performance. Each Investor shall have performed or complied with in all material respects all obligations and conditions herein required to be performed or observed by such Investor on or prior to the Closing Date.

(c)

Injunction. The purchase of and payment for the Shares by each Investor shall not be prohibited or enjoined by any law or governmental or court order or regulation.

(d)

Payment. Except as may be agreed to among the Company and such Investor in accordance with Section 2.2, the Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the number of Shares being purchased by each Investor at the Closing as set forth in Exhibit A.

Termination.

7.1

Termination. The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

(i)

Upon the mutual written consent of the Company and the Investors that agreed to purchase a majority of the Shares prior to the Closing;

(ii)

By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company;

(iii)

By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by such Investor; or

(iv)

By either the Company or an Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Business Day following the date of this Agreement;

provided, however, that, in the case of clauses (ii) and (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in the Transaction Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

7.2

Notice. In the event of termination by the Company or the Investor of its obligations to effect the Closing pursuant to Section 7.1, written notice thereof shall be given to the other Investors by the Company. Nothing in this Section 7 shall be deemed to release any party from any liability for any breach by such party of the other terms and provisions of the Transaction Agreement or to impair the right of any party to compel specific performance by any other party of its other obligations under the Transaction Agreement.

Miscellaneous Provisions.

8.1

Public Statements or Releases. Except as set forth in Section 5.3, neither the Company nor any Investor shall make any public announcement with respect to the existence or terms of this Agreement or the transactions provided for herein without the prior consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, and subject to compliance with Section 5.3, nothing in this Section 8.1 shall prevent any party from making any public announcement it considers necessary in order to satisfy its obligations under the law, including applicable securities laws, or under the rules of any national securities exchange or securities market, in which case the Company shall allow the Investors reasonable time to comment on such release or announcement in advance of such issuance, and the Company will consider in good faith any Investor comments. The Company shall not include the name of the Investor in any press release or public announcement (which, for the avoidance of doubt, shall not include any filing with the SEC if so required by the applicable rules of the SEC) without the prior written consent of the Investors, except as otherwise required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company shall allow the Investors, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding anything to the contrary

in this Section 8.1, Investor review shall not be required for Company disclosures that are substantially consistent with prior Company disclosures.

8.2

Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to be given (a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) three (3) days after having been sent by certified or registered mail, return-receipt requested and postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt:

(a)

If to the Company, addressed as follows:

WhiteHawk Minerals Corp.

2000 Market Street, Suite 910

Philadelphia, PA 19103

Attention: Jeffrey M. Slotterback

Email: jslotterback@whitehawkenergy.com

with a copy (which shall not constitute notice):

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Attention: Nick Dhesi

Email: ramnik.dhesi@lw.com

(b)

If to any Investor, at its address or e-mail address set forth on Exhibit A, or such address as subsequently modified by written notice given in accordance with this Section 8.2.

Any Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.

8.3

Consent to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to Section 232 of the Delaware General Corporation Law, as amended or superseded from time to time (the “DGCL”), at the e-mail address set forth below the Investor’s name on the signature page or Exhibit A, as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic mail is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.

8.4

Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto.

8.5

Governing Law; Submission to Jurisdiction; Venue; Waiver of Trial by Jury.

(a)

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to choice of laws or conflicts of laws provisions thereof that would require

the application of the laws of any other jurisdiction, except to the extent that mandatory principles of Delaware law may apply.

(b)

The Company and each of the Investors hereby irrevocably and unconditionally:

(i)

submits for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated hereby, to the general jurisdiction of any state court or United States Federal court sitting in the Borough of Manhattan, City of New York in the State of New York,;

(ii)

consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;

(iii)

agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.2 or at such other address of which the other party shall have been notified pursuant thereto;

(iv)

agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (i) are not available despite the intentions of the parties hereto;

(v)

agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by law;

(vi)

agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement, to the extent permitted by law; and

(vii)

irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement.

8.6

Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

8.7

Expenses. Within five business days after the later of (a) the receipt of a summary invoice therefor or (b) the Closing Date, the Company shall pay the reasonable fees and expenses of counsel for the Investors. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes (other than income taxes) and duties levied in connection with the delivery of any Shares to the Investors.

8.8

Assignment. None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without the prior written consent of (x) the Company, in the case of an Investor, and (y) the Investors, in the case of the Company, provided that an Investor may, without the prior consent of the Company, assign its rights to purchase the Shares hereunder to any of its

Affiliates or to any other investment funds or accounts managed or advised by the investment manager who acts on behalf of such Investor (provided each such assignee agrees to be bound by the terms of this Agreement and makes the same representations and warranties set forth in Section 4). In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically assume and be bound by the provisions of this Agreement by executing a writing agreeing to be bound by and subject to the provisions of this Agreement and shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such assumption or agreement to be bound hereby by an assignee, no such assignment shall relieve any party assigning any interest hereunder from its obligations or liability pursuant to this Agreement.

8.9

Confidential Information.

(a)

Each Investor covenants that until such time as the transactions contemplated by this Agreement and any material non-public information provided to such Investor are publicly disclosed by the Company, such Investor will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction), other than to such Investor’s outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required by law.

(b)

The Company may request from the Investors such reasonable and customary additional information as the Company may deem necessary to evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall promptly provide such information as may reasonably be requested to the extent readily available; provided, that the Company agrees to keep any such information provided by the Investor confidential, except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of NYSE. The Investor acknowledges that the Company may file a copy of this Agreement with the SEC as exhibit to a periodic report or a registration statement of the Company.

8.10

Third Parties. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties to this Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer, employee or other beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf of a party to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Indemnified Persons are intended third-party beneficiaries of Section 5.9.

8.11

Independent Nature of Investors’ Obligations and Right. The obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance obligations of any other Investor under this Agreement. Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group, and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by this Agreement. The Company acknowledges and each Investor confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor also acknowledges that Latham & Watkins LLP (“Company Counsel”) has not rendered legal advice to such Investor. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company has

elected to provide all Investors with the same terms and Transaction Agreement for the convenience of the Company and not because it was required or requested to do so by any Investor.

8.12

Waiver of Conflicts. Each of the parties to this Agreement acknowledges that Company Counsel has acted as counsel to the Company in connection with the transactions contemplated by this Agreement. Each Investor acknowledges and agrees that Company Counsel does not represent and has not represented any Investor in connection with the transactions contemplated by this Agreement, and no attorney-client relationship exists or has existed between Company Counsel and any Investor. Each Investor further acknowledges that Company Counsel may have represented or currently represents one or more of the Investors in matters unrelated to the transactions contemplated by this Agreement. Each Investor hereby (i) waives any conflict of interest arising from Company Counsel’s representation of the Company in connection with the transactions contemplated by this Agreement, and (ii) agrees that, in the event of any dispute arising under or relating to the Transaction Agreement, Company Counsel may represent the Company in such dispute even though Company Counsel may have represented or may be representing such Investor in other unrelated matters.

8.13

Headings. The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

8.14

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction of a) signature.

8.15

Entire Agreement; Amendments. This Agreement and the other Transaction Agreement (including all schedules and exhibits hereto and thereto), together with any side letter agreements with any of the Investors, constitute the entire agreement between the parties hereto respecting the subject matter of this Agreement and supersedes all prior agreements, negotiations, understandings, representations and statements respecting the subject matter of this Agreement, whether written or oral. No amendment, modification, alteration, or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed by the Company and the Investors of at least a majority in interest of the Shares then held by the Investors, provided that prior to the Closing the consent of all Investors shall be required Notwithstanding the foregoing, this Agreement may not be amended and the observance of any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment or waiver applies to all Investors in the same fashion. The Company, on the one hand, and each Investor, on the other hand, may by an instrument signed in writing by such parties waive the performance, compliance or satisfaction by such Investor or the Company, respectively, with any term or provision of this Agreement or any condition hereto to be performed, complied with or satisfied by such Investor or the Company, respectively.

8.16

Survival. The covenants, representations and warranties made by each party hereto contained in this Agreement shall survive the Closing and the delivery of the Shares in accordance with their respective terms. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

8.17

Contract Interpretation. This Agreement is the joint product of each Investor and the Company and each provision of this Agreement has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

8.18

Arm’s Length Negotiations. For the avoidance of doubt, the parties acknowledge and confirm that the terms and conditions of the Shares were determined as a result of arm’s-length negotiations.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY:

WHITEHAWK MINERALS CORP.

By:

Name:

Title:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

INVESTOR:

By:

Name:

Title:

Address:

Email:

EXHIBIT A

INVESTORS

A-1

EXHIBIT B

FORM OF CERTIFICATE OF DESIGNATIONS

B-1

EX-10.2

Filename: whk-ex10_2.htm · Sequence: 4

EX-10.2

Exhibit 10.2

Execution Version

Second Amendment to

Amended and Restated Credit Agreement

dated as of September 25, 2026

among

WhiteHawk Minerals Corp.

(formerly known as WhiteHawk Income Corporation)

as Parent,

WhiteHawk Income Operating Partnership L.P.

as Borrower,

Capital One, National Association,

as Administrative Agent and

Issuing Bank

and

The Lenders Party Hereto

_________________________

Capital One, National Association,

as Joint Lead Arranger and Sole Bookrunner

U.S. Bank National Association,

as Joint Lead Arranger

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of September 25, 2026, is among WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (the “Borrower”); WhiteHawk Minerals Corp. (formerly known as WhiteHawk Income Corporation), a Delaware corporation (the “Parent”); WhiteHawk Income OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Borrower (the “General Partner”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); the Lenders party hereto; and Capital One, National Association, as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as the Issuing Bank.

R E C I T A L S

A. The Borrower, the Parent, the General Partner, the Administrative Agent, as administrative agent, the Issuing Bank, and the lenders party thereto are parties to that certain Amended and Restated Credit Agreement dated as of May 25, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).

B. The Borrower has requested and the Administrative Agent and the Lenders party hereto have agreed to amend the Credit Agreement, subject to the terms and conditions of this Second Amendment.

C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.

Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Second Amendment (unless otherwise indicated). Unless otherwise indicated, all section references in this Second Amendment refer to sections of the Credit Agreement. In addition, as used in this Second Amendment, each of the following terms shall have the meaning set forth below:

“Second Amendment Acquisition” means the acquisition by the Borrower or its Restricted Subsidiaries of the Second Amendment Acquisition Properties pursuant to the terms and conditions of the Second Amendment Acquisition Documents.

“Second Amendment Reserve Report” means the reserve report dated as of August 26, 2026 and prepared by Ryder Scott Company, L.P. with respect to the Second Amendment Acquisition Properties.

“Second Amendment Acquisition Documents” means (a) that certain Purchase and Sale Agreement, by and among Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC, as sellers, and WhiteHawk Income Marcellus LLC and WhiteHawk Income Haynesville LLC, as buyers, dated August 12, 2026, as amended, restated, supplemented or otherwise modified from time to time; and (b) all bills of sale, assignments, agreements, instruments and documents executed and delivered in connection therewith, as amended.

“Second Amendment Acquisition Properties” means the Oil and Gas Properties and other Properties acquired by the Borrower or its Restricted Subsidiaries pursuant to the Second Amendment Acquisition Documents.

Section 2.

Amendments to Credit Agreement.

2.1

Amendments to Section 1.02.

(a)

Each of the following definitions is hereby amended and restated in its entirety to read as follows:

“Aggregate Elected Commitment Amounts” means, at any time, an amount equal to the sum of the Elected Commitments of the Lenders, as the same may be increased, reduced or terminated pursuant to Section 2.06(c). As of the Second Amendment Effective Date, the Aggregate Elected Commitment Amounts is $175,000,000.

“Agreement” means this Amended and Restated Credit Agreement, as amended by the First Amendment and the Second Amendment, and as the same may from time to time be further amended, restated, amended and restated, supplemented or otherwise modified.

(b)

The following definitions are hereby added where alphabetically appropriate to read as follows:

“Second Amendment” means that certain Second Amendment to Amended and Restated Credit Agreement, dated as of September 25, 2026, among the Borrower, the Parent, the General Partner, the Guarantors, the Administrative Agent and the Lenders party thereto.

all bills of sale, assignments, agreements, instruments and documents executed and delivered in connection therewith, as amended.

“Second Amendment Effective Date” has the meaning assigned to such term in the Second Amendment.

(c)

The defined term “Transactions” is hereby amended by replacing the phrase “(g) the Existing Notes Prepayment, and (h) the payment of Transaction Expenses” contained therein with “(g) the Existing Notes Prepayment, (h) the consummation of the Second Amendment Acquisition on the Second Amendment Effective Date, and (i) the payment of Transaction Expenses.”

2.2

Amendment to Section 2.07(a). Section 2.07(a) is hereby amended and restated in its entirety to read as follows:

(a) Second Amendment Borrowing Base. For the period from (and including) the Second Amendment Effective Date to (but excluding) the next Redetermination Date to occur thereafter, the amount of the Borrowing Base shall be $175,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments in between Scheduled Redeterminations from time to time pursuant to Section 2.07(e), Section 2.07(f) or Section 8.12(c). For the avoidance of doubt, the redetermination of the Borrowing Base on the Second Amendment Effective Date shall constitute the October 15, 2026 Scheduled Redetermination.

2.3

Amendment to Section 12.09(b). Section 12.09(b) is hereby amended and restated in its entirety to read as follows:

(b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS (AND THE BORROWER SHALL CAUSE EACH CREDIT PARTY TO SUBMIT) FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK IN EACH CASE, LOCATED IN THE BOROUGH OF MANHATTAN, AND APPELLATE COURTS FROM ANY THEREOF; PROVIDED THAT NOTHING CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT WILL PREVENT ANY LENDER, THE ISSUING BANK OR THE ADMINISTRATIVE AGENT FROM BRINGING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE SECURITY

INSTRUMENTS OR AGAINST ANY COLLATERAL OR ANY OTHER PROPERTY OF ANY CREDIT PARTY IN ANY OTHER FORUM IN WHICH JURISDICTION CAN BE ESTABLISHED. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

Section 3.

Aggregate Elected Commitment Amounts Increase; Assignment and Assumption.

3.1

As used in this Second Amendment, (a) the term “Existing Lenders” means the collective reference to Capital One, National Association, U.S. Bank National Association, Flagstar Bank, N.A., JPMorgan Chase Bank, N.A., and Truist Bank; (b) the term “New Lender” means East West Bank; and (c) the term “New and Continuing Lenders” means the collective reference to each Existing Lender and the New Lender.

3.2

Effective as of the Second Amendment Effective Date, (a) each Existing Lender hereby agrees to increase its Elected Commitment to the Elected Commitment specified for such Existing Lender on the Amended and Restated Annex I (as defined below); and (b) the New Lender’s Elected Commitment shall be the Elected Commitment specified for the New Lender on the Amended and Restated Annex I (the increases to the Elected Commitments referred to in the foregoing clause (a) and the Elected Commitment of the New Lender referred to in the foregoing clause (b), collectively, the “Aggregate Elected Commitment Amounts Increase”).

3.3

Effective as of the Second Amendment Effective Date, immediately prior to giving effect to the amendments contained in Section 2 of this Second Amendment, but after giving effect to the Aggregate Elected Commitment Amounts Increase: (a) each Existing Lender has, in consultation with the Borrower, agreed to (i) reallocate its respective Commitment and (ii) allow the New Lender to become a party to the Credit Agreement as a Lender by acquiring an interest in the total Commitments; and (b) for an agreed consideration, each Existing Lender (each, an “Assignor”) hereby irrevocably sells and assigns to each New and Continuing Lender (each, an “Assignee”), and each Assignee hereby irrevocably purchases and assumes from such Assignor, subject to and in accordance with the Standard Terms and Conditions (as set forth in Annex 1 to Exhibit H) and the Credit Agreement, as of the Second Amendment Effective Date, immediately prior to giving effect to the amendments contained in Section 2 of this Second Amendment, (i) all of such Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and the other Loan Documents and any other documents or instruments delivered pursuant thereto, in each case, to the extent related to an amount and percentage interest of all of such outstanding rights and obligations of such Assignor under the Credit Agreement, to the extent necessary so that, after giving effect thereto, each New and Continuing Lender shall have the Applicable Percentage, Elected Commitment and Maximum Credit Amount set forth for such New and Continuing Lender on Annex I attached to this Second Amendment, which Annex I supersedes and replaces Annex I to the Credit Agreement (and Annex I to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex I attached hereto, the “Amended and Restated Annex I”); and (ii) to the extent permitted to be assigned under applicable law, all

claims, suits, causes of action and any other right of such Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement and the other Loan Documents and any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”; and the sales and assignments and purchases and assumptions of the Assigned Interests described in this clause (b) being referred to herein collectively as the “Assignment and Reallocation”). Such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Section 3, without representation or warranty by any Assignor. On the Second Amendment Effective Date, after giving effect to the Assignment and Reallocation, the New Lender shall become a party to the Credit Agreement, as amended by this Second Amendment, as a “Lender” and shall have all of the rights and obligations of a Lender under the Credit Agreement, as amended by this Second Amendment, and the other Loan Documents. Each of the Administrative Agent, the Issuing Bank, each Existing Lender and the Borrower hereby consents and agrees to the Assignment and Reallocation, including the New Lender’s acquisition of an interest in the Aggregate Elected Commitment Amounts and the Aggregate Maximum Credit Amounts. With respect to the Assignment and Reallocation, each Existing Lender shall be deemed to have sold and assigned its Assigned Interest and each New and Continuing Lender shall be deemed to have acquired such Assigned Interest pursuant to the terms and conditions of the Assignment and Assumption attached as Exhibit H to the Credit Agreement (the “Assignment Agreement”), as if each Lender had executed such Assignment Agreement with respect to such Assigned Interest, pursuant to which (i) each New and Continuing Lender shall be an “Assignee”, (ii) each Existing Lender shall be an “Assignor” and (iii) the term “Effective Date” shall be the Second Amendment Effective Date as defined herein. On the Second Amendment Effective Date, after giving effect to the Assignment and Reallocation, the Administrative Agent shall take the actions specified in Section 12.04(b)(iv), including recording the Assignment and Reallocation described herein in the Register, and the Assignment and Reallocation shall be effective for all purposes of the Credit Agreement. Notwithstanding anything to the contrary in Section 12.04(b)(ii)(D), no Lender shall be required to pay a processing and recordation fee of $3,500 to the Administrative Agent in connection with the Assignment and Reallocation.

Section 4.

Conditions of Effectiveness. This Second Amendment will become effective on the date on which each of the following conditions precedent are satisfied or waived in accordance with Section 12.02 of the Credit Agreement (the “Second Amendment Effective Date”):

4.1

Second Amendment. The Administrative Agent shall have received from the Parent, the General Partner, the Borrower, the Guarantors and the Lenders (including the New Lender), counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Person.

4.2

Payment of Outstanding Invoices. The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced at least two (2) Business Days prior

to the Second Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

4.3

Second Amendment Acquisition Closing. The Second Amendment Acquisition shall have been (or contemporaneously with the Second Amendment Effective Date shall be) consummated in accordance with the terms of the Second Amendment Acquisition Documents without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such) without the written consent of the Lenders, and in connection therewith the Borrower (and/or one or more of its Restricted Subsidiaries) shall have acquired (directly or indirectly) all of the Proved Oil and Gas Properties evaluated in the Second Amendment Reserve Report.

4.4

Acquisition Certificate. The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, certifying that (i) the Second Amendment Acquisition has been consummated in accordance with applicable law and the terms of the Second Amendment Acquisition Documents without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such), (ii) the Borrower (and/or one or more of its Restricted Subsidiaries) has acquired (directly or indirectly) all of the Proved Oil and Gas Properties evaluated in the Second Amendment Reserve Report; and (iii) true and complete executed copies of the Second Amendment Acquisition Documents have been delivered to the Administrative Agent (together with all amendments, supplements, waivers or consents with respect to any provision thereof).

4.5

Releases. The Administrative Agent shall have received (a) evidence satisfactory to it that all Liens on the Second Amendment Acquisition Properties (provided that Liens permitted under Section 9.03 may exist) have been released or terminated, subject only to the filing of applicable terminations, releases or assignments and (b) duly executed recordable releases and terminations with respect thereto, in form and substance reasonably satisfactory to the Administrative Agent.

4.6

Environmental Condition. The Administrative Agent shall be satisfied with the environmental condition of the Second Amendment Acquisition Properties.

4.7

Hedging. The Administrative Agent shall have received evidence reasonably satisfactory to it that, after giving effect to the consummation of the Second Amendment Acquisition and any Borrowings on the Second Amendment Effective Date, the Borrower is in compliance with Section 8.20 of the Credit Agreement on the Second Amendment Effective Date, and for purposes of this Section 4.8, (a) the Second Amendment Effective Date shall be deemed to be a Minimum Hedging Requirement Date and (b) each reference therein to “the most recently delivered Reserve Report” shall be deemed to be a reference to “the Second Amendment Reserve Report and the most recently delivered Reserve Report (on a combined basis)”.

4.8

Second Amendment Reserve Report. The Administrative Agent shall have received the Second Amendment Reserve Report.

4.9

No Default. After giving effect to the terms of this Second Amendment, no Default or Event of Default shall have occurred and be continuing as of the Second Amendment Effective Date.

4.10

KYC. The Administrative Agent shall have received from the Credit Parties at least three (3) Business Days prior to the Second Amendment Effective Date, to the extent reasonably requested in writing by the Lenders or the Administrative Agent at least ten (10) Business Days prior to the Second Amendment Effective Date, (i) all documentation and other information that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including the Patriot Act and the Beneficial Ownership Regulation and (ii) a Beneficial Ownership Certification.

The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective when it has received documents confirming compliance with the conditions set forth in this Section 4 or the waiver of such conditions as agreed to by the Lenders. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 5.

Post-Closing Covenants. Within thirty (30) days of the Second Amendment Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall satisfy each of the following requirements:

5.1

Lien Search Results. The Borrower shall deliver to the Administrative Agent appropriate UCC search certificates reflecting no prior Liens encumbering the Second Amendment Acquisition Properties in each jurisdiction requested by the Administrative Agent, other than those being assigned or released on or prior to the Second Amendment Effective Date or Liens permitted by Section 9.03 of the Credit Agreement.

5.2

Promissory Notes. The Borrower shall deliver duly executed Notes payable to each Lender requesting a Note on the Second Amendment Effective Date, if any, in a principal amount equal to its Maximum Credit Amount dated as of the Second Amendment Effective Date.

5.3

Mortgages. The Borrower shall deliver to the Administrative Agent duly executed and notarized Mortgages and/or supplements to existing Mortgages (with appropriate acknowledgements and in sufficient counterparts for recordation) in form and substance reasonably satisfactory to the Administrative Agent that will, when properly recorded (or when the applicable financing statements related thereto are properly filed or such other actions needed to perfect are taken) create first priority, perfected Liens (subject only to Excepted Liens identified in clauses (a) through (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on Oil and Gas Properties representing at least 90% of the PV-9 of the Proved Oil and Gas Properties evaluated by the Second Amendment Reserve Report and the most recently delivered Reserve Report (on a combined basis).

5.4

Title Information. The Borrower shall deliver to the Administrative Agent, together with title information previously delivered to the Administrative Agent, title information in form and substance reasonably acceptable to the Administrative Agent, setting forth the status of title to at least 90% of the PV-9 of the Proved Oil and Gas Properties evaluated by the Second

Amendment Reserve Report and the most recently delivered Reserve Report (on a combined basis).

The failure by the Borrower to comply with any of the requirements of this Section 5 of this Second Amendment shall constitute an immediate Event of Default.

Section 6.

Miscellaneous.

6.1

Confirmation. The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the Second Amendment Effective Date.

6.2

Ratification and Affirmation; Representations and Warranties. Each of the Parent, the General Partner, and the Obligors hereby: (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby; (c) agrees that from and after the Second Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except to the extent any such representations and warranties (A) are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date or (B) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties shall be true and correct in all respects) and (ii) no Default or Event of Default has occurred and is continuing.

6.3

Counterparts. This Second Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart of this Second Amendment. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Second Amendment shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which

has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Credit Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

6.4

NO ORAL AGREEMENT. This Second Amendment, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. This Second Amendment and the other Loan Documents represent the final agreement WITH RESPECT TO THE SUBJECT MATTER CONTAINED HEREIN AND THEREIN among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

6.5

GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.6

Loan Document. This Second Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

6.7

Payment of Expenses. In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Second Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent.

6.8

Severability. Any provision of this Second Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

6.9

Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their proper and duly authorized officer(s) as of the day and year first above written.

BORROWER:

WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership

By: WhiteHawk Income OP GP LLC, its general partner

By: /s/ Jeffrey Slotterback__________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

PARENT:

WhiteHawk MINERALS CORP. (formerly known as WhiteHawk Income CORPORATION), a Delaware corporation

By: /s/ Jeffrey Slotterback_________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

GENERAL PARTNER:

WhiteHawk Income OP GP LLC, a Delaware limited liability company

By: /s/ Jeffrey Slotterback_________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

GUARANTORS: WHITEHAWK MANAGEMENT LLC, a Delaware limited liability company

By: /s/ Jeffrey Slotterback___________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

WHITEHAWK ENERGY SERVICES, LLC, a Delaware limited liability company

By: /s/ Jeffrey Slotterback___________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

WHITEHAWK VF LLC, a Delaware limited liability company

By: /s/ Jeffrey Slotterback___________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

WHITEHAWK INCOME MARCELLUS LLC, a Delaware limited liability company

By: /s/ Jeffrey Slotterback__________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

WHITEHAWK ACQUISITION, LLC, a Delaware limited liability company

By: /s/ Jeffrey Slotterback__________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

WHITEHAWK INCOME HAYNESVILLE LLC, a Delaware limited liability company

By: /s/ Jeffrey Slotterback__________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

PHX MINERALS LLC, a Delaware limited liability company

By: /s/ Jeffrey Slotterback__________

Name: Jeffrey Slotterback

Title: Chief Financial Officer and Secretary

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

ADMINISTRATIVE AGENT, ISSUING BANK AND A LENDER:

CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and a Lender

By: /s/ David Lee Garza

Name: David Lee Garza

Title: Director

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

LENDER:

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Elizabeth Johnson

Name: Beth Johnson

Title: Senior Vice President

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

LENDER:

FLAGSTAR BANK, N.A., as a Lender

By: /s/ Madison Allred

Name: Madison Allred

Title: Vice President

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

LENDER:

JPMORGAN CHASE BANK, N.A., as a Lender

By: /s/ Dalton Harris

Name: Dalton Harris

Title: Authorized Officer

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

LENDER:

TRUIST BANK, as a Lender

By: /s/ Joe Cooper

Name: Joe Cooper

Title: Vice President

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

LENDER:

EAST WEST BANK, as a Lender

By: /s/ Aaron Sizemore

Name: Aaron Sizemore

Title: Managing Director

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

Annex I

LIST OF MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENTS

(as of the Second Amendment Effective Date)

Name of Lender

Applicable Percentage

Elected Commitment

Maximum Credit Amount

Capital One, National Association

20.000000000%

$35,000,000.00

$100,000,000.00

U.S. Bank National Association

20.000000000%

$35,000,000.00

$100,000,000.00

Flagstar Bank, N.A.

17.142857143%

$30,000,000.00

$85,714,285.71

JPMorgan Chase Bank, N.A.

17.142857143%

$30,000,000.00

$85,714,285.71

Truist Bank

17.142857143%

$30,000,000.00

$85,714,285.71

East West Bank

8.571428571%

$15,000,000.00

$42,857,142.87

TOTAL

100.000000000%

$175,000,000.00

$500,000,000.00

EX-23.1

Filename: whk-ex23_1.htm · Sequence: 5

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in Registration Statement on Form S-8 (No. 333-296669) of WhiteHawk Minerals Corp. of our report dated September 11, 2026, relating to the combined financial statements of Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC as of and for the years ended December 31, 2025 and 2024, which appear in this Current Report on Form 8-K/A of WhiteHawk Minerals Corp.

/s/ Plante & Moran, PLLC

Denver, Colorado

September 25, 2026

EX-99.1

Filename: whk-ex99_1.htm · Sequence: 6

EX-99.1

Exhibit 99.1

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Financial Report

with Supplemental Information (Unaudited)

December 31, 2025

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Contents

Independent Auditor's Report

Combined Financial Statements

Balance Sheet

Statement of Operations

Statement of Changes in Member's Equity

Statement of Cash Flows

Notes to Combined Financial Statements

Supplemental Information (Unaudited)

Supplemental Oil and Gas Information (Unaudited)

Plante & Moran, PLLC

Suite 600

8181 E. Tufts Avenue

Denver, CO 80237

Tel: 303.740.9400

Fax: 303.7400.9009

plantemoran.com

Independent Auditor's Report

To the Member

Three Rivers Royalty II, LLC and

Cypress Mineral Partners, LLC

Opinion

We have audited the combined financial statements of Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC (collectively, the "Company"), which comprise the combined balance sheet as of December 31, 2025 and 2024 and the related combined statements of operations, changes in member's equity, and cash flows for the years then ended, and the related notes to the combined financial statements.

In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audits of the Combined Financial Statements section of our report. We are required to be independent of the Company and to meet our ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

We draw attention to Note 2, which describes the basis of presentation of the accompanying combined carve-out financial statements. These combined carve-out financial statements have been derived from the historical accounting records of San Jacinto Minerals II, LLC and its consolidated subsidiaries and reflect the revenue and costs and assets and liabilities directly associated with the Company, as well as allocations of other amounts. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the combined financial statements are issued or available to be issued.

To the Member

Three Rivers Royalty II, LLC and

Cypress Mineral Partners, LLC

Auditor’s Responsibilities for the Audits of the Combined Financial Statements

Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that audits conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.

In performing audits in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audits.

•

Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.

•

Obtain an understanding of internal control relevant to the audits in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits, significant audit findings, and certain internal control-related matters that we identified during the audits.

/s/ Plante & Moran, PLLC

Denver, Colorado

September 11, 2026

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Balance Sheet

December 31, 2025 and 2024

2025

2024

Assets

Current Assets

Cash

1,531,798

1,299,319

Accounts receivable:

Royalty receivable

4,725,779

3,946,545

Related party receivable - Net (Note 9)

45,361

104,251

Other

—

109,735

Commodity derivative instruments

361,322

1,606,591

Prepaid expenses and other current assets

—

16,643

Total current assets

6,664,260

7,083,084

Oil and Gas Properties - Using the successful efforts method of accounting

Proved oil and gas properties

89,725,736

83,396,851

Unproved oil and gas properties

50,224,530

55,611,458

Less accumulated depreciation, depletion, and amortization

38,439,084

31,220,127

Total oil and gas properties

101,511,182

107,788,182

Commodity Derivative Instruments

90,437

—

Deposits

1,000

Total assets

108,266,879

114,872,266

Liabilities and Member's Equity

Current Liabilities - Accounts payable and accrued liabilities

11,581

28,556

Commodity Derivative Instruments

—

464,153

Commitments and Contingencies (Note 7)

—

Total liabilities

11,581

492,709

Member's Equity

108,255,298

114,379,557

Total liabilities and member's equity

108,266,879

114,872,266

See notes to combined financial statements.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Statement of Operations

Years Ended December 31, 2025 and 2024

2025

2024

Net Sales

Natural gas royalty revenue

26,676,312

15,911,728

Natural gas liquids royalty revenue

5,793,924

5,604,655

Oil royalty revenue

550,506

798,814

Mineral lease bonuses

1,419,434

1,703,026

Gain on sale of oil and gas properties

—

10,698,124

Total net sales

34,440,176

34,716,347

Operating Expenses

Gathering, processing, and transportation

3,751,158

3,677,287

Depreciation, depletion, and amortization

7,218,957

7,377,479

General and administrative expenses

135,997

128,464

General and administrative expenses - Related party (Note 9)

750,655

855,215

Total operating expenses

11,856,767

12,038,445

Operating Income

22,583,409

22,677,902

Nonoperating Income (Expense)

Realized gain on commodity derivative instruments

2,540,880

10,056,238

Unrealized loss on commodity derivative instruments

(690,679

)

(9,125,714

)

Other income

131,032

24,703

Other expense

)

(10,638

)

Total nonoperating income

1,981,230

944,589

Combined Net Income

24,564,639

23,622,491

See notes to combined financial statements.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Statement of Changes in Member's Equity

Years Ended December 31, 2025 and 2024

Net Member

Investment

Retained

Earnings

Total

Member's

Equity

Balance - January 1, 2024

30,875,086

115,378,631

146,253,717

Distributions to member

(55,715,953

)

—

(55,715,953

)

Combined net income

—

23,622,491

Unit-based compensation

219,302

—

219,302

Balance - December 31, 2024

(24,621,565

)

139,001,122

114,379,557

Distributions to member

(30,948,662

)

—

(30,948,662

)

Combined net income

—

24,564,639

Unit-based compensation

259,764

—

259,764

Balance - December 31, 2025

(55,310,463

)

163,565,761

108,255,298

See notes to combined financial statements.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Statement of Cash Flows

Years Ended December 31, 2025 and 2024

2025

2024

Cash Flows from Operating Activities

Net income

24,564,639

23,622,491

Adjustments to reconcile net income to net cash from operating activities:

Depreciation, depletion, and amortization

7,218,957

7,377,479

Unrealized loss on derivative instruments

690,679

9,125,714

Unit-based compensation

259,764

219,302

Gain on sale of oil and gas properties

—

(10,698,124

)

Changes in operating assets and liabilities that (used) provided cash:

Royalty receivable

(779,234

)

(137,804

)

Other receivables

109,735

(109,735

)

Other assets

16,643

—

Accounts payable and accrued liabilities

(16,975

)

22,245

Due to/from related parties

58,890

(200,096

)

Net cash provided by operating activities

32,123,098

29,221,472

Cash Flows from Investing Activities

Acquisitions of oil and natural gas mineral rights

(941,957

)

(2,940,083

)

Proceeds from sales of oil and gas properties - Net

—

29,168,216

Net cash (used in) provided by investing activities

(941,957

)

26,228,133

Cash Flows from Financing Activities

Distributions to member

(30,948,662

)

(55,715,953

)

Payments on notes payable

—

(315,646

)

Net cash used in financing activities

(30,948,662

)

(56,031,599

)

Net Increase (Decrease) in Cash

232,479

(581,994

)

Cash - Beginning of year

1,299,319

1,881,313

Cash - End of year

1,531,798

1,299,319

See notes to combined financial statements.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements

December 31, 2025 and 2024

Note 1 - Nature of Business

Three Rivers Royalty II, LLC (TRR II), a Colorado limited liability company, was formed on April 4, 2017 for the purpose of managing and acquiring mineral and royalty assets for lease and royalty revenue. TRR II owns oil and natural gas mineral and royalty interests in the Appalachian basin in Pennsylvania and West Virginia.

Cypress Mineral Partners, LLC (CMP), a Louisiana limited liability company, was formed on March 23, 2017 for the purpose of managing and acquiring mineral and royalty assets for lease and royalty revenue. CMP owns oil and natural gas mineral and royalty interests in the Haynesville basin in Louisiana.

TRR II and CMP are collectively referred to herein as the "Company."

TRR II and CMP are wholly owned subsidiaries of San Jacinto Minerals II, LLC (SJM II).

SJM II and its affiliated entities, San Jacinto Minerals, LLC (SJM I); San Jacinto Minerals III, LLC (SJM III); and San Jacinto Minerals IV, LLC (SJM IV) (collectively, the "SJM Entities"), share common ownership and common management. Under a management services agreement between SJM II and the other SJM Entities (the "MSA"), SJM II is the named employer of those individuals providing services to the SJM Entities. Labor and other shared expenses are allocated amongst the SJM Entities based on the hours spent of such personnel (see Note 9). Direct costs of each of the individual SJM Entities are recorded based on the actual amounts incurred and recorded to the specific entity for which it relates. In addition to allocating the costs amongst the SJM entities, costs allocable to SJM II are allocated amongst TRR II, CMP, and the other wholly owned subsidiaries of SJM II: Bluebird Energy Partners, LLC (BEP); Old River Royalty, LLC (ORR); and 1836 Mineral Company, LLC (1836), based on their respective proportion of revenue and capital expenditures. In addition, TRR II, CMP, BEP, and 1836 are all guarantors (the "Guarantors") under the SJM II Credit Agreement (see Note 5).

Note 2 - Significant Accounting Policies

Basis of Presentation

The combined carve-out financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (GAAP) are presented on a combined basis which includes the accounts of the commonly controlled and managed entities of TRR II and CMP. All intercompany transactions and balances have been eliminated in combination.

TRR II and CMP have historically operated as part of SJM II and not as stand-alone companies. The accompanying combined carve-out financial statements represent the historical operations of TRR II and CMP and have been derived from SJM II’s historical accounting records. All revenue and costs and assets and liabilities directly associated with TRR II and CMP are included in the combined carve-out financial statements. The combined carve-out financial statements also include allocations of certain general and administrative expenses, including unit-based compensation expense, from SJM II. However, amounts recognized by TRR II and CMP are not necessarily representative of the amounts that would have been reflected in the financial statements had TRR II and/or CMP been operated independently of SJM II. Related party allocations are discussed further in Notes 1, 2, 5, 8, and 9.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements. Actual results could differ from those estimates.

Depreciation, depletion, and amortization (DD&A) and impairment of proved oil and gas properties are determined using estimates of proved oil and gas reserves. There are numerous uncertainties in estimating the quantity of reserves and in projecting the future rates of production and timing of development expenditures. Oil and gas reserve engineering must be recognized as a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way. The recoverability of unproved oil and gas properties, the estimated fair value of commodity derivatives allocable to the Company, and the allocation of certain expenses not specifically identifiable to the Company's revenue-producing activities are also subject to estimation. As a royalty owner, the Company is not responsible for any reclamation costs.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements

December 31, 2025 and 2024

Note 2 - Significant Accounting Policies (Continued)

Cash

The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As of and during the years ended December 31, 2025 and 2024, cash balances were primarily held by one financial institution.

Commodity Derivative Instruments

SJM II and its subsidiaries use commodity derivative instruments to provide a measure of stability to their cash flows in an environment of volatile oil and gas prices and to manage their exposure to oil and gas price volatility. All commodity derivative instruments are initially, and subsequently, measured at estimated fair value and recorded as assets or liabilities on the combined balance sheet.

SJM II is the named counterparty to the commodity derivative contracts pertaining to the Company's natural gas production and natural gas volumes. As these commodity derivative instruments relate to the Company's natural gas volumes, the fair values, and the related realized and unrealized gains/losses attributable thereto, have been pushed down to these combined financial statements for each of the years presented.

SJM II allocates realized and unrealized gains and losses associated with commodity derivative instruments to the Company based on TRR II and CMP's proportionate share of the total monthly production volumes for SJM II.

SJM II and the Company have elected not to designate commodity derivative instruments as cash flow hedges. For commodity derivative instruments that do not qualify as cash flow hedges, changes in the estimated fair value of the contracts are recorded as gains and losses in the combined statement of operations. When commodity derivative instruments are settled, SJM II and the Company recognize realized gains and losses in the combined statement of operations. Derivative cash flows are reported as cash flows from operating activities in the combined statement of cash flows (see Note 4).

Revenue Recognition

The Company's revenue is primarily derived from the sale of its produced oil and natural gas from wells in which the Company has nonoperated royalty interests.

The Company's produced oil and natural gas is produced and sold in the Pennsylvania, West Virginia, and Louisiana geographic areas. Oil sales for the years ended December 31, 2025 and 2024 were $550,506 and $798,814, respectively. Natural gas sales for the years ended December 31, 2025 and 2024 were $26,676,312 and $15,911,728, respectively. Natural gas liquids sales for the years ended December 31, 2025 and 2024 were $5,793,924 and $5,604,655, respectively. Accounts receivable from royalty revenue were $3,808,741 as of January 1, 2024.

The sales of produced oil and natural gas are made under contracts that the operators of the wells have negotiated with customers, which typically include variable consideration based on monthly pricing tied to local indices and volumes delivered. While revenue is typically recorded at the point in time when control of the produced oil and natural gas transfers to the customer, statements and payment may not be received via the operator of the wells for one to three months after the date the produced oil and natural gas are delivered, and, as a result, the amount of production delivered to the customer and the price that will be received for the sale of the product are estimated utilizing production reports, market indices, and estimated differentials. Estimated revenue due to the Company is recorded within accounts receivable in the accompanying combined balance sheet until payment is received. Differences between the estimated amounts and the actual amounts received from the sale of the produced oil and natural gas are recorded when known, which is generally when statements and payment are received.

The Company utilizes the practical expedient in ASC 606, which states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. As the Company has determined that each unit of product generally represents a separate performance obligation, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to the remaining performance obligations is not required.

The Company also derives revenue from mineral lease bonuses. The Company generates lease bonus revenue by leasing its mineral interests to exploration and production companies. The lease agreements generally transfer the rights to any oil or natural gas discovered, grant the Company a right to a specified royalty interest, and require that drilling and completion operations commence within a specified time period, or the lease will expire. The Company recognizes such lease bonus revenue once the lease agreement has been executed, payment is received, and the Company has no further obligation to refund the payment.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements

December 31, 2025 and 2024

Note 2 - Significant Accounting Policies (Continued)

Given that the Company does not recognize lease bonus income until a lease agreement has been executed, at which point its performance obligation has been satisfied, and payment is received, the Company does not record revenue for unsatisfied or partially unsatisfied performance obligations as of the end of the reporting period.

Unit-based Compensation

The Company follows authoritative guidance that applies to unit-based awards, which requires entities to recognize compensation expense for awards issued to employees and others. Authoritative guidance also requires unit-based awards to employees and others by a related party or other holder of an economic interest in the entity to be accounted for as unit-based transactions if awards are for services provided by such employees and others (see Note 8).

Concentrations of Credit Risk

The Company's producing properties are all located in Pennsylvania, West Virginia, and Louisiana, and the oil, natural gas, and natural gas liquids production is sold by various operators based on market index prices. For the years ended December 31, 2025 and 2024, three operators accounted for 76 and 81 percent, respectively, of revenue. As of December 31, 2025 and 2024, three operators accounted for 77 and 87 percent, respectively, of oil and gas revenue receivables. The risk of nonpayment by these purchasers is considered minimal, and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of the primary purchasers and assesses the recoverability of the receivables to determine their collectibility. As the receivables are primarily with other entities within the oil and gas industry, such concentration may impact the Company's credit risk, as these entities may be similarly impacted by economic or other changes within the oil and gas industry.

The Company accrues a reserve for the allowance for credit losses based on management's current estimate of expected credit losses that includes historical credit loss experience of financial assets with similar risk characteristics, adjusted for management's current expectation of current conditions and reasonable and supportable forecasts. The risk of nonpayment is considered minimal; therefore, an allowance for doubtful accounts has not been recorded as of December 31, 2025 and 2024.

Oil and Gas Properties

The Company uses the successful efforts method of accounting for its oil and gas producing activities. Under this method of accounting, costs associated with the acquisition, drilling, and equipping of successful exploratory wells and costs of successful and unsuccessful development wells are capitalized and depleted, net of estimated salvage value, using the units of production on a field-by-field basis based upon proved oil and gas reserves. The Company’s proved oil and gas reserve information was computed by applying the average first day of the month oil and gas price during the 12-month periods ended December 31, 2025 and 2024. Depletion expense associated with proved oil and gas properties for the years ended December 31, 2025 and 2024 was approximately $7,219,000 and $7,377,000, respectively. Exploration, geological costs, delay rentals, and drilling costs of unsuccessful exploratory wells are charged to expense as incurred.

Costs associated with unevaluated exploratory wells are excluded from the depletable basis until the determination of proved reserves, at which time those costs are reclassified to proved oil and gas properties and subject to depletion. If it is determined that the exploratory well costs were not successful in establishing proved reserves, such costs are expensed at the time of such determination.

The Company reviews its oil and gas properties for impairment whenever events and circumstances indicate a decline in the recoverability of their carrying value. The Company estimates the expected future cash flows of its proved oil and gas properties and compares such cash flows to the carrying amount of the proved oil and gas properties to determine if the amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust its proved oil and gas properties to estimated fair value. The factors used to estimate fair value include estimates of proved reserves, future commodity prices adjusted for basis differentials, future production estimates, anticipated capital expenditures, and a discount rate commensurate with the risk associated with realizing the projected cash flows. The discount rate is a rate that management believes is representative of current market conditions and includes estimates for a risk premium and other operational risks. There were no proved oil and gas property impairments during the years ended December 31, 2025 and 2024.

Unproved oil and gas properties are assessed at least annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances that may indicate a decline in value. When unproved property is determined to be impaired, a loss equal to the portion impaired is recognized. If and when leases for unproved properties expire, the costs thereof are removed from the accounts and charged to expense. There were no unproved property impairments during the years ended December 31, 2025 and 2024.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements

December 31, 2025 and 2024

Note 2 - Significant Accounting Policies (Continued)

Upon the drilling of successful wells on unproved properties, the Company reclassifies cost basis from unproved to proved properties, at which time that cost basis is subject to depletion.

From time to time, the Company may sell its oil and gas properties. The partial sale of proved properties within an existing field is accounted for as a normal retirement, and no gain or loss on divestiture is recognized as long as this treatment does not significantly affect the units-of-production depletion rate. The partial sale of unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on divestiture activity is recognized to the extent that the sale price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of proved and unproved properties. The Company had no material sales of oil and gas properties during the year ended December 31, 2025. The Company had material sales of proved and unproved oil and gas properties during the year ended December 31, 2024 (see Note 6).

Income Taxes

TRR II and CMP are limited liability companies that are disregarded entities for U.S. federal income tax purposes. Accordingly, their taxable income or loss is included in the federal income tax return of SJM II, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, SJM II is not subject to U.S. federal income taxes; rather, its taxable income or loss is allocated to its members, who are responsible for the related income taxes.

Beginning on January 1, 2018, new rules apply to Internal Revenue Service (IRS) audits of partnerships. Under these rules, adjustments resulting from an IRS audit may be assessed at the partnership level on behalf of the members. As of December 31, 2025, the Company has no tax years under audit.

Note 3 - Fair Value Measurements

Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.

Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets and other inputs, such as interest rates and yield curves, that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements

December 31, 2025 and 2024

Note 3 - Fair Value Measurements (Continued)

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2025 and 2024 and the valuation techniques used by the Company to determine those fair values:

Assets Measured at Fair Value on a Recurring Basis at

December 31, 2025

Quoted

Prices in

Active

Markets for

Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Balance at

December 31,

2025

Commodity derivative instruments asset

—

451,759

—

451,759

Assets and Liabilities Measured at Fair Value on a

Recurring Basis at December 31, 2024

Quoted

Prices in

Active

Markets for

Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Balance at

December 31,

2024

Commodity derivative instruments asset

—

1,606,591

—

1,606,591

Commodity derivative instruments liability

—

(464,153

)

—

(464,153

)

The Company's derivative instruments consist of commodity swaps. The Company estimates the fair values of its commodity swaps under the income valuation technique using a discounted cash flow model. The valuation models require a variety of inputs, including contractual terms, published forward prices, and discount rates, as appropriate. The Company's estimates of the fair value of commodity derivative instruments include consideration of the counterparty's creditworthiness, the Company's creditworthiness, and the time value of money. The consideration of these factors results in an estimated exit price for each derivative asset or liability under a marketplace participant's view. The Company believes that the valuation methods utilized are appropriate and consistent with the fair value standards and with other market participants. All of the significant inputs are observable, either directly or indirectly; therefore, the Company's commodity swap instruments are included within the Level 2 fair value hierarchy.

The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company's policy is to recognize transfers in and/or out of the fair value hierarchy as of the beginning of the reporting period in which the event or change in circumstances caused the transfer.

The Company's financial instruments consist of accounts receivable. The carrying value of accounts receivable approximates fair value due to the short-term nature of these instruments.

Note 4 - Derivatives

As discussed in Note 2, SJM II periodically enters into various commodity derivative instruments to mitigate a portion of the effect of natural gas price fluctuations. SJM II and its subsidiaries classify the fair value amounts of derivative assets and liabilities as net current or noncurrent derivative assets or net current or noncurrent derivative liabilities, whichever the case may be, by commodity and counterparty.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements

December 31, 2025 and 2024

Note 4 - Derivatives (Continued)

At December 31, 2025 and 2024, the fair values attributable to certain commodity derivative instruments in which SJM II was the named counterparty of the derivative agreements have been allocated to the Company based on TRR II's and CMP's proportionate share of SJM II's total estimated monthly production over the duration of the derivative contracts. The fair values as of December 31, 2025 are as follows:

Product and Type of

Hedging Contract

Total Mcf

(Natural Gas)

Settlement

Price

Index

Settlement

Period

Estimated

Fair Value

Natural gas

313,000

4.12

NYMEX 1st H Hub

2026

88,181

Natural gas

461,000

3.34

NYMEX 1st H Hub

2026

(13,083

)

Natural gas

552,000

3.13

Platts IFERC Tetco M2

2026

143,994

Natural gas

1,224,000

3.65

NYMEX 1st H Hub

2026

(122,376

)

Natural gas

2,737,500

2.99

Platts IFERC Tetco M2

2026

264,606

Natural gas

2,190,000

3.13

Platts IFERC Tetco M2

2027

125,463

Natural gas

360,000

3.85

Platts IFERC Tetco M2

2027

35,965

Natural gas

364,000

2.59

Platts IFERC Tetco M2

2027

(41,952

)

Natural gas

736,000

2.86

Platts IFERC Tetco M2

2027

(29,039

)

Total

451,759

The fair values as of December 31, 2024 are as follows:

Product and Type of

Hedging Contract

Total Mcf

(Natural Gas)

Settlement

Price

Index

Settlement

Period

Estimated

Fair Value

Natural gas

428,000

3.65

NYMEX 1st H Hub

2025

(41,694

)

Natural gas

1,825,000

2.56

Platts IFERC Tetco M2

2025

(399,326

)

Natural gas

45,000

3.34

NYMEX 1st H Hub

2025

(18,716

)

Natural gas

312,000

3.74

NYMEX 1st H Hub

2025

(67,051

)

Natural gas

442,000

3.70

NYMEX 1st H Hub

2025

68,872

Natural gas

905,000

3.85

Platts IFERC Tetco M2

2025

912,973

Natural gas

869,000

4.63

NYMEX 1st H Hub

2025

1,151,533

Natural gas

1,224,000

3.65

NYMEX 1st H Hub

2026

(293,451

)

Natural gas

468,000

3.34

NYMEX 1st H Hub

2026

(128,254

)

Natural gas

313,000

4.12

NYMEX 1st H Hub

2026

(42,448

)

Total

1,142,438

As of December 31, 2025, the Company had $496,781 of gross current commodity derivative assets offset by $135,459 of current liabilities, resulting in a net current commodity derivative asset of $361,322. The Company had $161,428 of gross noncurrent commodity derivative assets offset by $70,991 of noncurrent liabilities, resulting in a net noncurrent commodity derivative asset of $90,437.

As of December 31, 2024, the Company had $2,133,378 of gross current commodity instrument assets offset by $526,787 of current liabilities, resulting in a net current commodity derivative asset of $1,606,591. The Company had $464,153 of gross noncurrent commodity derivative liabilities, with no assets offsetting the balance.

Due to the volatility of natural gas prices, the estimated fair values of the Company's allocated commodity derivative instruments are subject to large fluctuations from period to period.

The counterparty to the SJM II derivative instruments is East West Bank. The Company and SJM II are not required to post collateral with East West Bank since the Credit Agreement (see Note 5) is collateralized by SJM II's and the Company's oil and gas assets.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements

December 31, 2025 and 2024

Note 4 - Derivatives (Continued)

For the years ended December 31, 2025 and 2024, the gains and losses recognized in the combined statement of operations attributable to derivative instruments are as follows:

Amount of Gain (Loss)

Recognized in Earnings

2025

2024

Realized gain on commodity derivative instruments

2,540,880

10,056,238

Unrealized loss on commodity derivative instruments

(690,679

)

(9,125,714

)

Total

1,850,201

930,524

Note 5 - Member Debt Guarantee

In July 2018, SJM II entered into a credit agreement with East West Bank (the "Credit Agreement") with a maximum commitment of $75,000,000. The borrowing base is redetermined semiannually, with the borrowing base as of December 31, 2025 set at $100,000,000 and a maximum commitment of $200,000,000. Repayment of borrowings is required in the event that the redetermined borrowing base is less than outstanding borrowings or on the maturity date. During 2024, the maturity date was extended to July 2027. In May 2026, the Credit Agreement was amended to extend the maturity date to July 2029. Amounts borrowed bear interest at SOFR or the base rate, as defined, plus a margin ranging from 3.00 to 4.00 percent depending on utilization (7.415 percent at December 31, 2025). Interest is payable monthly.

The Credit Agreement contains financial covenants requiring minimum current, maximum leverage, and minimum interest coverage ratios. As of December 31, 2025, SJM II was in compliance with these financial covenants. The Credit Agreement contains restrictive covenants, including the limitation of paying distributions to the members of SJM II, the transfer of more than 40 percent of the equity interests in SJM II, and incurring additional indebtedness. The Credit Agreement is collateralized by all mineral interests of SJM II and its subsidiaries, including TRR II and CMP. As of December 31, 2025, the outstanding amount borrowed by SJM II under the Credit Agreement was $70,800,000. SJM II is required to enter into and maintain hedge transactions of crude oil and natural gas covering 50 to 90 percent of SJM II's anticipated oil and natural gas production, or anticipated receipt of royalties, from its proved developed producing properties.

In addition, each of the Guarantors (see Note 1) guarantees the amounts owed under the Credit Agreement by SJM II. The Guarantors are not joint and severally liable under the Credit Agreement, and SJM II is the only named borrower under the Credit Agreement. As it is not probable that TRR II and/or CMP will be forced to act upon their guarantees, no amounts outstanding under the Credit Agreement, along with any associated interest costs, have been allocated to the combined carve-out financial statements of the Company.

In addition, as of December 31, 2025 and 2024, SJM II had two interest rate swap derivative instruments, each with $10,000,000 of notional and a maturity date of July 2026 (the "Swaps"). Each of the Swaps had SJM II as the fixed rate payer at 4.45 percent and 3.83 percent, respectively, on the one-month SOFR. As SJM II is the only named counterparty on the Swaps and no amounts outstanding under the Credit Agreement at the SJM II level have been allocated to either TRR II or CMP as discussed above, no amounts related to the Swaps have been pushed down to these combined carve-out financial statements.

Note 6 - Oil and Gas Property Sales

In September 2024, TRR II sold approximately 20 percent of its mineral rights in its Appalachian oil and gas properties to an unrelated third party for net proceeds of approximately $29,168,000. The transaction closed on September 17, 2024. As part of the sale, TRR II sold $11,431,142 of unproved property, which was accounted for as a recovery of basis, and no gain was recognized. Additionally, TRR II sold $7,038,950 of net proved properties, which resulted in a net gain of $10,698,124. The results of the sold oil and gas properties have not been disclosed separately from continued operations within these financial statements because the sale did not represent a strategic shift in operations for TRR II.

Note 7 - Litigation

The Company is occasionally named a party in lawsuits in the normal course of business. In the opinion of management, the resolution of these lawsuits will not have a material adverse effect on the Company's financial position or results of operations.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements

December 31, 2025 and 2024

Note 8 - Member's Equity

TRR II was formed in 2017, pursuant to a limited liability company agreement, as amended (the "TRR II Agreement"). The TRR II Agreement provides for the authorization of one class of common interests, in which SJM II is the sole member.

CMP was formed in 2017, pursuant to a limited liability company agreement, as amended (the "CMP Agreement"). The CMP Agreement provides for the authorization of one class of common interests, in which SJM II is the sole member.

Certain employees of SJM II (see Note 9) who provide management and administrative services to the Company were granted management incentive units of SJM II (the "MIUs"). The MIUs entitle the holders to the right to receive distributions from SJM II upon the attainment of specific payout thresholds. MIUs vest upon service conditions or performance conditions related to monetization events. During 2025 and 2024, there were no grants of MIUs. As of December 31, 2025 and 2024, approximately 99 percent of authorized MIUs were issued and outstanding, of which approximately 83 percent and 79 percent were contractually vested as of December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, the Company's allocable share (based on the proportion of revenue and capital expenditures; see Note 1) of grant-date fair value recognized as compensation expenses as a component of general and administrative expenses - related party within the combined statement of operations totaled approximately $260,000 and $219,000, respectively. The proportion of unrecognized compensation cost estimated to be allocable to the Company as of December 31, 2025 was approximately $272,000.

Note 9 - Related Party Transactions

As discussed in Note 1, during 2017, SJM II entered into the MSA with SJM I, an entity with common ownership and common management, whereby shared management services and general overhead of the SJM Entities are allocated based on time incurred. SJM III and SJM IV subsequently became parties to the MSA. The MSA is subject to automatic annual renewals.

For the years ended December 31, 2025 and 2024, the Company incurred services and shared general overhead, including unit-based compensation, from SJM II of approximately $750,655 and $855,215, respectively, all of which has been included in general and administrative expenses - related party on the accompanying combined statement of operations of the Company.

The Company had miscellaneous general and administrative amounts due (to) from SJM III totaling $(1,165) and $940 as of December 31, 2025 and 2024, respectively, which are included within related party receivables on the accompanying combined balance sheet.

The Company had miscellaneous general and administrative amounts due from SJM I totaling $46,526 and $103,311 as of December 31, 2025 and 2024, respectively, which is included within related party receivables on the accompanying combined balance sheet.

During 2017, SJM I and SJM II entered into an agreement whereby SJM I and the Company's prospective mineral acquisitions shall be restricted to (1) certain counties within Pennsylvania or within two miles of existing company mineral interests and (2) amounts less than $2.0 million. Furthermore, SJM I and the Company may offer SJM II the right to participate in mineral interest acquisitions.

Note 10 - Subsequent Events

In June 2026, SJM II entered into a new interest rate swap agreement, with an effective date of July 2026, with $20,000,000 of notional and a maturity date of July 2028. Under this agreement, SJM II is the fixed rate payer at 3.99 percent and receives the one-month SOFR.

In August 2026, TRR II and CMP entered into a purchase and sale agreement to sell certain oil and gas properties of TRR II and all of the oil and gas properties of CMP for a purchase price of $105,000,000 (the "Transaction"). As of the date these financial statements were available to be issued, the Transaction had not closed. There can be no assurance that the Transaction will eventually close.

The Company has evaluated all subsequent events up through and including September 11, 2026, which is the date these financial statements were available to be issued.

Supplemental Information (Unaudited)

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Supplemental Information (Unaudited)

December 31, 2025 and 2024

Supplemental Oil and Gas Information (Unaudited)

Oil and Natural Gas Reserve Quantities

The estimates of proved oil and natural gas reserves and discounted future net cash flows for the Company's oil and gas properties as of December 31, 2025 and 2024 were prepared using historical data and other information by qualified petroleum engineers engaged by the Company. Users of this information should be aware that the process of estimating quantities of proved oil and natural gas reserves is complex, requiring significant subjective decisions to be made in the evaluation of geologic, engineering, and economic data for each reservoir. The data for any given reservoir may also change substantially over time as a result of numerous factors, including, but not limited to, additional development activity, production history, and continual reassessment of the viability of production under varying economic conditions. As a result, revisions to existing reserve estimates may occur from time to time.

The estimated proved net recoverable reserves presented below include only those quantities of oil and natural gas that geologic and engineering data demonstrate with reasonable certainty to be recoverable in future periods from known reservoirs under existing economic, operating, and regulatory practices. In accordance with the SEC's guidelines, estimates of proved reserves from which present values are derived were based on the unweighted 12-month average price of the first day of the month price for the period and held constant. Proved developed reserves represent only those reserves estimated to be recovered through existing wells. When and if the Company has insight into the development plans for each of the operators in which the Company holds royalty interests, the Company will recognize proved undeveloped reserves. All of the oil and gas reserves set forth herein are in the United States and are proved reserves.

The estimated rounded quantities of proved developed oil and natural gas reserves and changes in net proved reserves are summarized below for the year ended December 31, 2025:

Oil (Mbbl)

Gas

(Mmcf)

Liquids

(Mbbl)

Total

(Mmcfe)

Balance - December 31, 2024

59,760

2,482

75,004

Revisions

)

2,454

2,443

Extensions

5,601

150

6,587

Production

(10

)

(8,791

)

(241

)

(10,298

)

Balance - December 31, 2025

59,024

2,395

73,736

Proved developed reserves at December 31, 2024

59,760

2,482

75,004

Proved developed reserves at December 31, 2025

59,024

2,395

73,736

The estimated rounded quantities of proved developed oil and natural gas reserves and changes in net proved reserves are summarized below for the year ended December 31, 2024:

Oil (Mbbl)

Gas

(Mmcf)

Liquids

(Mbbl)

Total

(Mmcfe)

Balance - December 31, 2023

60,046

2,077

72,893

Revisions

)

2,957

458

5,700

Extensions

16,106

443

18,850

Divestitures of reserves

)

(11,431

)

(251

)

(12,974

)

Acquisition of reserves

—

500

—

500

Production

(13

)

(8,418

)

(245

)

(9,965

)

Balance - December 31, 2024

59,760

2,482

75,004

Proved developed reserves at December 31, 2023

60,046

2,077

72,893

Proved developed reserves at December 31, 2024

59,760

2,482

75,004

During the year ended December 31, 2025, the Company's total extensions of 6,587 MMcfe resulted primarily from the drilling of 139 new gross wells (0.354 net wells). The Company's upward revisions of previous estimated quantities of 2,443 MMcfe were primarily attributable to higher natural gas prices.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Supplemental Information (Unaudited)

December 31, 2025 and 2024

Supplemental Oil and Gas Information (Unaudited) (Continued)

During the year ended December 31, 2024, the Company divested 12,974 MMcfe of reserves through the sale of a 20 percent interest in certain assets comprising 1,343 gross wells, and acquired 0.5 MMcfe of reserves. The Company's total extensions of 18,850 MMcfe resulting primarily from the drilling of 230 new gross wells (0.826 net wells). The Company's upward revisions of previous estimated quantities of 5,700 MMcfe were primarily attributable to increases in the Company's ownership interests in certain wells due to unit modifications and other reserve quantity revisions.

Standardized Measure

A standardized measure of future net cash flows and changes therein relating to estimated proved reserves is computed in accordance with authoritative accounting guidance. The assumptions used to compute the standardized measure are those prescribed by the Financial Accounting Standards Board and the SEC. These assumptions do not necessarily reflect expectations of actual revenue to be derived from those reserves nor their present value amount. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process.

Future cash inflows are determined by applying prices and costs, including transportation, quantity, and basis differentials, to the year-end estimated future reserve quantities. The following prices, as adjusted for transportation, quality, and basis differentials, were used in the calculation of the standardized measure:

2025

2024

Oil (per Bbl)

53.09

69.95

Gas (per Mcf)

2.86

1.62

Liquids (per Bbl)

17.76

24.03

Future operating costs are determined based on estimates of expenditures to be incurred in producing the proved reserves in place at the end of the period using year-end costs and assuming continuation of existing economic conditions. The standardized measure presented here does not include the effects of federal income taxes, as the Company is taxed as a partnership and not subject to federal or state income taxes. The resulting future net cash flows are reduced to present value amounts by applying a 10 percent annual discount factor.

The standard measure of discounted net cash flows related to the Company's proved oil and natural gas reserves as of December 31, 2025 and 2024 is as follows:

2025

2024

Future cash inflows

214,065,000

161,786,000

Future production cost

(2,472,000

)

(1,918,000

)

Future net cash flows

211,593,000

159,868,000

10 percent annual discount for estimated timing of cash flows

(105,124,000

)

(79,171,000

)

Standardized measure of discounted future net cash flows

106,469,000

80,697,000

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Supplemental Information (Unaudited)

December 31, 2025 and 2024

Supplemental Oil and Gas Information (Unaudited) (Continued)

The changes in the standardized measure of the future net cash flows related to proved oil and natural gas reserves for the years ended December 31, 2025 and 2024 are as follows:

2025

2024

Balance - Beginning of year

80,697,000

82,695,000

Net change in prices and production costs

30,533,000

(7,422,000

)

Sales of oil and gas produced - Net of production costs

(29,270,000

)

(18,638,000

)

Extensions

11,133,000

21,435,000

Acquisition of reserves

—

448,000

Divestitures of reserves

—

(13,479,000

)

Revisions of previous quantity estimates

4,178,000

5,815,000

Accretion of discount

8,070,000

8,269,000

Changes in timing and other

1,128,000

1,574,000

Standardized measure of future net cash flows - End of year

106,469,000

80,697,000

EX-99.2

Filename: whk-ex99_2.htm · Sequence: 7

EX-99.2

Exhibit 99.2

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Financial Report

June 30, 2026

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Contents

Independent Auditor's Review Report

Balance Sheet as of June 30, 2026 and December 31, 2025 (unaudited)

Statement of Operations for the six months ended June 30, 2026 and 2025 (unaudited)

Statement of Changes in Member’s Equity for the six months ended June 30, 2026 and 2025 (unaudited)

Statement of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited)

Notes to Financial Statements (unaudited)

Plante & Moran, PLLC

Suite 600

8181 E. Tufts Avenue

Denver, CO 80237

Tel: 303.740.9400

Fax: 303.7400.9009

plantemoran.com

Independent Auditor’s Review Report

To the Member

Three Rivers Royalty II, LLC and

Cypress Mineral Partners, LLC

Results of Reviews of Interim Financial Information

We have reviewed the accompanying combined financial statements of Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC (collectively, the “Company”), which comprise the combined balance sheet as of June 30, 2026 and the related combined statements of operations, member’s equity, and cash flows for the six-month periods ended June 30, 2026 and 2025, and the related notes to the combined financial statements.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in accordance with accounting principles generally accepted in the United States of America.

Basis for Review Results

We conducted our reviews in accordance with auditing standards generally accepted in the United States of America (GAAS) applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. A review of interim financial information is substantially less in scope than an audit conducted in accordance with GAAS, the objective of which is an expression of an opinion regarding the financial information as a whole, and, accordingly, we do not express such an opinion. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our reviews. We believe that the results of the review procedures provide a reasonable basis for our conclusion.

Emphasis of Matter

We draw attention to Note 2, which describes the basis of presentation of the accompanying combined carve-out financial statements. These combined carve-out financial statements have been derived from the historical accounting records of San Jacinto Minerals II, LLC and its consolidated subsidiaries and reflect the revenue and costs as well as assets and liabilities directly associated with the Company, as well as allocations of other amounts. Our conclusion is not modified with respect to this matter.

Responsibilities of Management for the Interim Financial Information

Management is responsible for the preparation and fair presentation of the interim financial information in accordance with accounting principles generally accepted in the United States of America and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of interim financial information that is free from material misstatement, whether due to fraud or error.

To the Member

Three Rivers Royalty II, LLC and

Cypress Mineral Partners, LLC

Report on Combined Balance Sheet as of December 31, 2025

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the combined balance sheet as of December 31, 2025 and the related combined statements of operations, member’s equity, and cash flows for the year then ended (not presented herein), and we expressed an unmodified opinion on those audited combined financial statements on our report dated September 11, 2026. That report included an emphasis of matter paragraph describing the basis of presentation of the combined carve-out financial statements. In our opinion, the accompanying combined balance sheet of the Company as of December 31, 2025 is consistent, in all material respects, with the audited combined financial statements from which it has been derived.

/s/ Plante & Moran, PLLC

Denver, Colorado

September 11, 2026

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Balance Sheet (Unaudited)

June 30, 2026 and December 31, 2025

2026

2025

Assets

Current Assets

Cash

1,876,689

1,531,798

Accounts receivable:

Royalty receivable

6,014,531

4,725,779

Related party receivable - Net (Note 8)

—

45,361

Commodity derivative instruments

1,722,089

361,322

Total current assets

9,613,309

6,664,260

Oil and Gas Properties - Using the successful efforts method of accounting

Proved oil and gas properties

94,649,323

89,725,736

Unproved oil and gas properties

45,367,548

50,224,530

Less accumulated depreciation, depletion, and amortization

(41,881,305

)

(38,439,084

)

Total oil and gas properties

98,135,566

101,511,182

Commodity Derivative Instruments

776,824

90,437

Deposits

1,000

Total assets

108,526,699

108,266,879

Liabilities and Member's Equity

Current Liabilities

Accounts payable and accrued liabilities

22,393

11,581

Related party payable (Note 8)

9,343

—

Total current liabilities

31,736

11,581

Commitments and Contingencies (Notes 5 and 6)

Member's Equity

108,494,963

108,255,298

Total liabilities and member's equity

108,526,699

108,266,879

See notes to combined financial statements and independent auditor's review report.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Statement of Operations (Unaudited)

Six-month Periods Ended June 30, 2026 and 2025

2026

2025

Net Sales

Natural gas royalty revenue

14,015,196

15,432,696

Natural gas liquids royalty revenue

3,461,171

3,419,539

Oil royalty revenue

785,342

360,813

Mineral lease bonuses

1,295,698

709,300

Total net sales

19,557,407

19,922,348

Operating Expenses

Gathering, processing, and transportation

1,673,001

2,099,263

Depreciation, depletion, and amortization

3,442,221

3,745,627

General and administrative expenses

83,276

113,909

General and administrative expenses - Related party (Note 8)

264,302

351,516

Total operating expenses

5,462,800

6,310,315

Operating Income

14,094,607

13,612,033

Nonoperating (Expense) Income

Realized (loss) gain on commodity derivative instruments

(707,635

)

1,586,923

Unrealized gain (loss) on commodity derivative instruments

2,047,154

(2,911,990

)

Other income

11,886

154,528

Other expense

—

(36,618

)

Total nonoperating income (expense)

1,351,405

(1,207,157

)

Combined Net Income

15,446,012

12,404,876

See notes to combined financial statements and independent auditor's review report.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Statement of Member's Equity (Unaudited)

Six-month Periods Ended June 30, 2026 and 2025

Net Member

Investment

Retained

Earnings

Total

Member's

Equity

Balance - December 31, 2024

(24,621,565

)

139,001,122

114,379,557

Distributions to member

(16,117,171

)

—

(16,117,171

)

Combined net income

—

12,404,876

Unit-based compensation

129,882

—

129,882

Balance - June 30, 2025

(40,608,854

)

151,405,998

110,797,144

Balance - December 31, 2025

(55,310,463

)

163,565,761

108,255,298

Distributions to member

(15,213,337

)

—

(15,213,337

)

Combined net income

—

15,446,012

Unit-based compensation

6,990

—

6,990

Balance - June 30, 2026

(70,516,810

)

179,011,773

108,494,963

See notes to combined financial statements and independent auditor's review report.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Combined Statement of Cash Flows (Unaudited)

Six-month Periods Ended June 30, 2026 and 2025

2026

2025

Cash Flows from Operating Activities

Combined net income

15,446,012

12,404,876

Adjustments to reconcile net income to net cash from operating activities:

Depreciation, depletion, and amortization

3,442,221

3,745,627

Unrealized (gain) loss on derivative instruments

(2,047,154

)

2,911,990

Unit-based compensation

6,990

129,882

Changes in operating assets and liabilities that (used) provided cash:

Royalty receivable

(1,288,752

)

(888,601

)

Other receivable

—

109,735

Other assets

—

16,643

Accounts payable and accrued liabilities

10,812

(16,002

)

Due to/from related parties

54,704

37,493

Net cash provided by operating activities

15,624,833

18,451,643

Cash Flows Used in Investing Activities - Acquisition of oil and natural gas

mineral rights

(66,605

)

(174,891

)

Cash Flows Used in Financing Activities - Distributions to member

(15,213,337

)

(16,117,171

)

Net Increase in Cash

344,891

2,159,581

Cash - Beginning of period

1,531,798

1,299,319

Cash - End of period

1,876,689

3,458,900

See notes to combined financial statements and independent auditor's review report.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements (Unaudited)

June 30, 2026 and 2025

Note 1 - Nature of Business

Cypress Minerals Partners, LLC (CMP), a Louisiana limited liability company, was formed on March 23, 2017 for the purpose of managing and acquiring mineral and royalty assets for lease and royalty revenue. CMP owns oil and natural gas mineral and royalty interests in the Haynesville basin in Louisiana.

TRR II and CMP are collectively referred to herein as the "Company."

TRR II and CMP are wholly owned subsidiaries of San Jacinto Minerals II, LLC (SJM II).

SJM II and its affiliated entities, San Jacinto Minerals, LLC (SJM I); San Jacinto Minerals III, LLC (SJM III); and San Jacinto Minerals IV, LLC (SJM IV) (collectively, the "SJM Entities") share common ownership and common management. Under a management services agreement between SJM II and the other SJM Entities (the "MSA"), SJM II is the named employer of those individuals providing services to the SJM Entities. Labor and other shared expenses are allocated amongst the SJM Entities based on the hours spent of such personnel (see Note 8). Direct costs of each of the individual SJM Entities are recorded based on the actual amounts incurred and recorded to the specific entity for which it relates. In addition to allocating the costs amongst the SJM entities, costs allocable to SJM II are allocated amongst TRR II, CMP, and the other wholly owned subsidiaries of SJM II: Bluebird Energy Partners, LLC (BEP); Old River Royalty, LLC (ORR); and 1836 Mineral Company, LLC (1836), based on their respective proportion of revenue and capital expenditures. In addition, TRR II, CMP, BEP, and 1836 are all guarantors (the "Guarantors") under the SJM II Credit Agreement (see Note 5).

Note 2 - Significant Accounting Policies

Basis of Presentation

The combined carve-out financial statements of the Company have been prepared on the basis of accounting principles generally accepted in the United States of America (GAAP) and are presented on a combined basis, which includes the accounts of the commonly controlled and managed entities of TRR II and CMP. All intercompany transactions and balances have been eliminated in combination.

Use of Estimates

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements (Unaudited)

June 30, 2026 and 2025

Note 2 - Significant Accounting Policies (Continued)

Cash

The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As of and during the six-month periods ended June 30, 2026 and 2025, cash balances were primarily held by one financial institution.

Commodity Derivative Instruments

Revenue Recognition

The Company's revenue is primarily derived from the sale of its produced oil and natural gas from wells in which the Company has nonoperated royalty interests.

The Company's produced oil and natural gas is produced and sold in the Pennsylvania, West Virginia, and Louisiana geographic areas. Oil sales for the six-month periods ended June 30, 2026 and 2025 were $785,342 and $360,813, respectively. Natural gas sales for the six-month periods ended June 30, 2026 and 2025 were $14,015,196 and $15,432,696, respectively. Natural gas liquids sales for the six-month periods ended June 30, 2026 and 2025 were $3,461,171 and $3,419,539, respectively. Accounts receivable from royalty revenue were $3,946,545 as of January 1, 2025.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements (Unaudited)

June 30, 2026 and 2025

Note 2 - Significant Accounting Policies (Continued)

Unit-based Compensation

Credit Risk, Major Customers, and Suppliers

The Company's producing properties are all located in Pennsylvania, West Virginia, and Louisiana, and the oil, natural gas, and natural gas liquids production is sold by various operators based on market index prices. For the six-month periods ended June 30, 2026 and 2025, three operators accounted for 83 and 75 percent, respectively, of revenue. As of June 30, 2026 and December 31, 2025, three operators accounted for 93 and 77 percent, respectively, of oil and gas revenue receivables. The risk of nonpayment by these purchasers is considered minimal, and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of the primary purchasers and assesses the recoverability of the receivables to determine their collectibility. As the receivables are primarily with other entities within the oil and gas industry, such concentration may impact the Company's credit risk, as these entities may be similarly impacted by economic or other changes within the oil and gas industry.

Oil and Gas Properties

The Company uses the successful efforts method of accounting for oil and gas activities. Under this method of accounting, costs associated with the acquisition, drilling, and equipping of successful exploratory wells and costs of successful and unsuccessful development wells are capitalized and depleted, net of estimated salvages values, using the units-of-production on a field-by-field basis based upon proved oil and gas reserves. The Company’s proved oil and gas reserve information was computed by applying the average first-day-of-the-month oil and gas price during the 12-month periods ended June 30, 2026 and 2025. Depletion expense for the 6-month periods ended June 30, 2026 and 2025 was $3,442,221 and $3,745,627, respectively. Exploration, geological costs, delay rentals, and drilling costs of unsuccessful exploratory wells are charged to expense as incurred.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements (Unaudited)

June 30, 2026 and 2025

Note 2 - Significant Accounting Policies (Continued)

Unproved oil and gas properties are assessed at least annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances that may indicate a decline in value. When unproved property is determined to be impaired, a loss equal to the portion impaired is recognized. When leases for unproved properties expire, the costs thereof are removed from the accounts and charged to expense. There were no unproved property impairments during the six-month periods ended June 30, 2026 and 2025.

Upon the drilling of successful wells on unproved properties, the Company reclassifies cost basis from unproved to proved properties, at which time that cost basis is subject to depletion.

From time to time, the Company may sell its oil and gas properties. The partial sale of proved properties within an existing field is accounted for as a normal retirement, and no gain or loss on divestiture is recognized as long as this treatment does not significantly affect the units-of-production depletion rate. The partial sale of unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on divestiture activity is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of proved and unproved properties. The Company had no material sales of oil and gas properties during the six-month periods ended June 30, 2026 and 2025.

Income Taxes

Beginning on January 1, 2018, new rules apply to Internal Revenue Service (IRS) audits of partnerships. Under these rules, adjustments resulting from an IRS audit may be assessed at the partnership level on behalf of the members. As of June 30, 2026, the Company has no tax years under audit.

Note 3 - Fair Value Measurements

Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Company has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets and other inputs, such as interest rates and yield curves, that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements (Unaudited)

June 30, 2026 and 2025

Note 3 - Fair Value Measurements (Continued)

The following tables present information about the Company’s assets measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025 and the valuation techniques used by the Company to determine those fair values:

Assets Measured at Fair Value on a Recurring Basis at

June 30, 2026

Quoted

Prices in

Active

Markets for

Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Balance at

June 30,

2026

Commodity derivative instruments asset

—

2,498,913

—

2,498,913

Assets Measured at Fair Value on a Recurring Basis at

December 31, 2025

Quoted

Prices in

Active

Markets for

Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Balance at

December 31,

2025

Commodity derivative instruments asset

—

451,759

—

451,759

The Company's financial instruments consist of accounts receivable. The carrying value of accounts receivable approximates fair value due to the short-term nature of these instruments.

Note 4 - Derivatives

As discussed in Note 2, SJM II periodically enters into various commodity derivative instruments to mitigate a portion of the effect of natural gas price fluctuations. SJM II and the Company classify the fair value amounts of derivative assets and liabilities as net current or noncurrent derivative assets or net current or noncurrent derivative liabilities, whichever the case may be, by commodity and counterparty.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements (Unaudited)

June 30, 2026 and 2025

Note 4 - Derivatives (Continued)

At June 30, 2026 and December 31, 2025, the fair values attributable to certain commodity derivative instruments in which SJM II was the named counterparty of the derivative agreements have been allocated to the Company based on TRR II's and CMP's proportionate share of SJM II's total estimated monthly production over the duration of the derivative contracts. The fair values as of June 30, 2026 are as follows:

Product and Type of

Hedging Contract

Total Mcf

(Volume)

Settlement

Price

Settlement Index

Period

Estimated

Fair Value

Natural gas

736,000

3.65

NYMEX 1st H Hub

Q3/Q4 2026

192,808

Natural gas

1,380,000

2.99

Platts IFERC Tetco M2

Q3/Q4 2026

646,047

Natural gas

360,000

3.85

Platts IFERC Tetco M2

Q1 2027

143,555

Natural gas

1,638,000

3.13

Platts IFERC Tetco M2

Q1/Q2 2027

623,742

Natural gas

364,000

2.99

Platts IFERC Tetco M2

Q2 2027

115,937

Natural gas

1,104,000

3.13

Platts IFERC Tetco M2

Q3/Q4 2027

554,229

Natural gas

736,000

2.86

Platts IFERC Tetco M2

Q3/Q4 2027

185,165

Natural gas

273,000

3.88

Platts IFERC Tetco M2

Q1 2028

37,430

Total

2,498,913

The fair values as of December 31, 2025 are as follows:

Product and Type of

Hedging Contract

Total Mcf

(Natural Gas)

Settlement

Price

Index

Settlement

Period

Estimated

Fair Value

Natural gas

313,000

4.12

NYMEX 1st H Hub

2026

88,181

Natural gas

461,000

3.34

NYMEX 1st H Hub

2026

(13,083

)

Natural gas

552,000

3.13

Platts IFERC Tetco M2

2026

143,994

Natural gas

1,224,000

3.65

NYMEX 1st H Hub

2026

(122,376

)

Natural gas

2,737,500

2.99

Platts IFERC Tetco M2

2026

264,606

Natural gas

2,190,000

3.13

Platts IFERC Tetco M2

2027

125,463

Natural gas

360,000

3.85

Platts IFERC Tetco M2

2027

35,965

Natural gas

364,000

2.59

Platts IFERC Tetco M2

2027

(41,952

)

Natural gas

736,000

2.86

Platts IFERC Tetco M2

2027

(29,039

)

Total

451,759

As of June 30, 2026, the Company had $1,722,089 of gross current commodity derivative assets with no offsetting current liabilities. The Company had $776,824 of gross noncurrent commodity derivative assets, with no offsetting noncurrent liabilities.

Due to the volatility of natural gas prices, the estimated fair value of the Company's allocated commodity derivative instruments are subject to large fluctuations from period to period.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements (Unaudited)

June 30, 2026 and 2025

Note 4 - Derivatives (Continued)

For the six-month periods ended June 30, 2026 and 2025, the gains and losses recognized in the combined statement of operations attributable to derivative instruments are as follows:

Amount of Gain (Loss)

Recognized in Earnings

2026

2025

Realized (loss) gain on commodity derivative instruments

(707,635

)

1,586,923

Unrealized gain (loss) on commodity derivative instruments

2,047,154

(2,911,990

)

Total

1,339,519

(1,325,067

)

Note 5 - Member Debt Guarantee

In July 2018, SJM II entered into a credit agreement with East West Bank (the "Credit Agreement") with a maximum commitment of $75,000,000. The borrowing base is redetermined semiannually, with the borrowing base as of June 30, 2026 set at $90,000,000 and a maximum commitment of $200,000,000. Repayment of borrowings is required in the event that the redetermined borrowing base is less than outstanding borrowings or on the maturity date. During 2024, the maturity date was extended to July 2027. In May 2026, the Credit Agreement was amended to extend the maturity date to July 2029. Amounts borrowed bear interest at SOFR or the base rate, as defined, plus a margin ranging from 3.00 to 4.00 percent depending on utilization (7.72 percent at June 30, 2026). Interest is payable monthly.

The Credit Agreement contains financial covenants requiring minimum current, maximum leverage, and minimum interest coverage ratios. As of June 30, 2026, SJM II was in compliance with these financial covenants. The Credit Agreement contains restrictive covenants, including the limitation of paying distributions to the members of SJM II, the transfer of more than 40 percent of the equity interests in SJM II, and incurring additional indebtedness. The Credit Agreement is collateralized by all mineral interests of SJM II and its subsidiaries, including TRR II and CMP. As of June 30, 2026, the outstanding amount borrowed by SJM II under the Credit Agreement was $72,800,000. SJM II is required to enter into and maintain hedge transactions of crude oil and natural gas covering 50 to 90 percent of SJM II's anticipated oil and natural gas production, or anticipated receipt of royalties, from its proved developed producing properties.

In addition, as of June 30, 2026 and December 31, 2025, SJM II had two interest rate swap derivative instruments, each with $10,000,000 of notional and a maturity date of July 2026 (the "Swaps"). Each of the Swaps had SJM II as the fixed rate payer at 4.45 percent and 3.83 percent, respectively, on the one-month SOFR. As SJM II is the only named counterparty on the Swaps and no amounts outstanding under the Credit Agreement at the SJM II level have been allocated to either TRR II or CMP as discussed above, no amounts related to the Swaps have been pushed down to these combined carve-out financial statements.

Note 6 - Litigation

Note 7 - Member's Equity

Cypress Mineral Partners was formed in 2017, pursuant to a limited liability company agreement, as amended (the "CMP Agreement"). The CMP Agreement provides for the authorization of one class of common interests, in which SJM II is the sole member.

Three Rivers Royalty II, LLC and Cypress Mineral Partners, LLC

Notes to Combined Financial Statements (Unaudited)

June 30, 2026 and 2025

Note 7 - Member's Equity (Continued)

Certain employees of SJM II (see Note 8) who provide management and administrative services to the Company were granted management incentive units of SJM II (the "MIUs"). The MIUs entitle the holders to the right to receive distributions from SJM II upon the attainment of specific payout thresholds. MIUs vest upon service conditions or performance conditions related to monetization events. During the six-month periods ended June 30, 2026 and 2025, there were no grants of MIUs. As of June 30, 2026 and December 31, 2025, approximately 99 percent of authorized MIUs were issued and outstanding, of which approximately 83 percent were contractually vested. For the six-month periods ended June 30, 2026 and 2025, the Company's allocable share (based on the proportion of revenue and capital expenditures; see Note 1) of grant-date fair value recognized as compensation expenses as a component of general and administrative expenses - related party within the combined statement of operations totaled approximately $7,000 and $130,000, respectively. The proportion of unrecognized compensation cost estimated to be allocable to the Company as of June 30, 2026 was approximately $265,000.

Note 8 - Related Party Transactions

The following is a description of transactions between the Company and related parties:

Management Fees

For the six-month periods ended June 30, 2026 and 2025, the Company incurred services and shared general overhead, including unit-based compensation, from SJM II of approximately $264,000 and $352,000, respectively, all of which has been included in general and administrative expenses - related party on the accompanying combined statement of operations of the Company. As of June 30, 2026 and December 31, 2025, the Company had a payable due to SJM II totaling approximately $9,343 and $0, respectively, which has also been recorded on the Company's accompanying combined balance sheet.

There were no amounts due to/from SJM I, SJM III, or SJM IV as of June 30, 2026. The Company had miscellaneous general and administrative amounts due to SJM III totaling $1,165 as of December 31, 2025, which is included within related party receivables on the accompanying combined balance sheet.

Additionally, the Company had miscellaneous general and administrative amounts due from SJM I totaling $46,526 as of December 31, 2025, which are included within related party receivables on the accompanying combined balance sheet.

Note 9 - Subsequent Events

The Company has evaluated all subsequent events up through and including September 11, 2026, which is the date these financial statements were available to be issued.

EX-99.3

Filename: whk-ex99_3.htm · Sequence: 8

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated combined financial statements (the “pro forma financial statements”) present the historical consolidated financial statements of the Company, the historical financial statements of PHX and the historical carve-out financial statements of the SJM II Sellers, adjusted to give effect to the PHX Acquisition, the SJM II Acquisition and the related financing thereof and the Transactions. Additionally, the pro forma financial statements include adjustments associated with the Three Rivers Acquisition completed by WhiteHawk prior to the PHX Acquisition. On March 31, 2025, the Company purchased mineral and royalty interests in the Marcellus Shale from the TRR Seller. On June 23, 2025, WH Acquisition Corp. and Merger Sub closed on the PHX Merger Agreement and WH Acquisition Corp. fully acquired all of PHX, with PHX continuing as the surviving entity and a wholly owned indirect subsidiary of the Company. Pursuant to the SJM II Acquisition, the Company, through certain of its subsidiaries, will acquire the SJM II Assets from the SJM II Sellers for an aggregate purchase price of $105.0 million, subject to customary adjustments.

The financing related to the SJM II Acquisition consists of the issuance of shares of Series E Preferred Stock for aggregate proceeds of up to $50.0 million pursuant to the Equity Commitment Letters entered into on August 12, 2026 with certain investors, including Daniel Herz, our Chairman, President and Chief Executive Officer, and the issuance of shares of Series A Common Stock for aggregate proceeds of $75.0 million pursuant to a Securities Purchase Agreement entered into on September 16, 2026 ("Securities Purchase Agreement Financing"). See “Certain Relationships and Related Party Transactions—Series E Preferred Stock Financing.”

The unaudited pro forma condensed consolidated combined balance sheet gives effect to the SJM II Acquisition and the related financing thereof as if they had occurred on June 30, 2026. The PHX Acquisition, the Three Rivers Acquisition and the Transactions are reflected in the historical consolidated balance sheet of WhiteHawk as of June 30, 2026, and, as such, no pro forma adjustments are made for such transactions in the unaudited pro forma condensed consolidated combined balance sheet. The unaudited pro forma condensed consolidated combined statement of operations for the year ended December 31, 2025 gives effect to the PHX Acquisition, the Three Rivers Acquisition, the SJM II Acquisition and the Transactions as if each had occurred on January 1, 2025 (the “assumed date”). The pro forma financial statements contain certain reclassification adjustments to (i) conform the historical PHX financial statement presentation and the historical carve-out financial statement presentation of the SJM II Sellers to the Company’s financial statement presentation and (ii) conform certain of the Company’s historical amounts to PHX’s financial statement presentation. The unaudited pro forma condensed consolidated combined statement of operations for the six months ended June 30, 2026 gives effect to the SJM II Acquisition and the Transactions as if they had occurred on January 1, 2025.

The unaudited pro forma financial statements have been prepared in accordance with Article 11 of Regulation S‑X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using assumptions set forth in the notes to the unaudited pro forma financial statements. The pro forma financial statements have been adjusted to include transaction accounting adjustments in accordance with GAAP, linking the effects of the PHX Acquisition, the Three Rivers Acquisition, the SJM II Acquisition and the Transactions and the adjustments to the PHX historical financial statements, the TRR Seller consolidated carve-out financial statement presentation and the SJM II Sellers carve-out financial statement presentation to the historical consolidated financial statements of the Company. The Company has finalized purchase accounting for the PHX and TRR Seller acquisitions and conformed their accounting policies to those of the Company, and the accompanying unaudited pro forma condensed combined financial information reflects the final purchase price allocations recorded in the Company’s audited consolidated financial statements for the year ended December 31, 2025, with only transaction accounting adjustments presented. The Company has not finalized purchase accounting for the SJM II Acquisition, and the pro forma adjustments related to the SJM II Acquisition are based on preliminary estimates of the fair values of the assets to be acquired and the liabilities to be assumed, which are subject to change upon completion of the final purchase price allocation. The Company expects to account for the SJM II Acquisition as an asset acquisition in accordance with GAAP. The pro forma financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that the Company would have achieved if the PHX Acquisition, the Three Rivers Acquisition, the SJM II Acquisition and the Transactions had taken place on the assumed date.

The pro forma financial statements do not reflect future events that may have occurred after the consummation of the PHX Acquisition, the Three Rivers Acquisition, the SJM II Acquisition and the Transactions, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings or economies of scale that may be achieved with respect to the combined operations. In addition, the consummation of the SJM II Acquisition remains subject to the satisfaction of customary closing conditions, and the SJM II Acquisition may not be consummated on the terms, or within the time period, reflected in the pro forma financial statements. As a result, future results may vary significantly from the results reflected in the pro forma financial statements and should not be relied on as an indication of the Company’s post-combination future results.

Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet

As of June 30, 2026

(in thousands, except par value and share amounts)

Historical

WhiteHawk

As Adjusted for

Minerals

SJM II

Pro Forma

Corp.

Adjustments

Acquisition

Combined

Assets:

Current assets:

Cash and cash equivalents

13,229

49,500

27,104

72,225

(107,850

)

Accounts receivable

8,637

—

8,637

Short-term derivative asset

8,532

—

8,532

Other current assets

2,150

—

2,150

Total current assets

32,548

13,875

46,423

Natural gas and oil mineral interests, net - successful efforts method

477,633

107,850

585,483

Other property and equipment, net

215

—

215

Other assets

7,892

—

7,892

Total assets

518,288

121,725

640,013

Liabilities, mezzanine equity and shareholders' equity:

Current liabilities:

Accounts payable

9,020

—

9,020

Accrued liabilities

3,300

—

3,300

Earnout liability, current portion

10,841

—

10,841

Operating lease liabilities, current portion

179

—

179

Total current liabilities

23,340

—

23,340

Senior notes, net of unamortized debt issuance costs

68,070

—

68,070

Operating lease liabilities, net of current portion

—

Earnout liability, net of current portion

15,076

—

15,076

Long-term derivative liability

801

—

801

Asset retirement obligation

329

—

329

Total liabilities

107,647

Commitments and contingencies

Mezzanine equity:

Series B Preferred stock, $0.0001 par value; 400,000 shares authorized; 46,483 shares issued and

outstanding on a historical and pro forma basis, redemption value $46,483

34,763

—

34,763

Series E Preferred stock, $0.0001 par value; 50,000 shares authorized; 0 shares issued and

outstanding on a historical basis and 50,000 shares issued and outstanding on a pro forma

basis,historical redemption value $0 and pro forma redemption value $50,000

—

49,500

Series F Preferred stock, $0.0001 par value; 100,000 shares authorized; 0 shares issued and

outstanding on a historical basis and 100,000 shares issued and outstanding on a pro forma

basis, historical redemption value $0 and pro forma redemption value $100,000

—

Equity:

Class A common stock, $0.0001 par value; 250,000,000 shares authorized ; 23,795,450 shares

issued and outstanding on a historical and pro forma basis

—

Class B common stock; $0.0001 par value; 100,000,000 shares authorized ; 3,750,000 shares

issued on a historical and pro forma basis

—

Additional paid in capital

333,792

72,225

406,017

Accumulated deficit

(55,299

)

—

(55,299

)

(55,299

)

Stockholders equity in WhiteHawk Minerals Corp.

278,493

72,225

350,718

Non-controlling interest

97,385

—

97,385

Total equity

375,878

72,225

448,103

Total liabilities, mezzanine equity and equity

518,288

121,725

640,013

Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations

For the Six Months Ended June 30, 2026

(in thousands, except per share data)

Historical

WhiteHawk

Minerals

SJM II

Pro Forma

Corp.

SJM II

Adjustments

Combined

Revenues:

Royalty revenue

43,429

—

6,965

50,394

Natural gas royalty revenue

—

6,501

(6,501

)

Natural gas liquids royalty revenue

—

1,069

(1,069

)

Oil royalty revenue

—

286

(286

)

Gain (loss) on commodity derivative instruments

5,675

—

623

6,298

Lease bonus and other revenue

797

648

—

1,445

Total revenue

49,901

8,504

(268

)

58,137

Operating expenses:

Gathering, processing, and transportation

—

891

(891

)

—

General and administrative

7,971

151

—

8,122

Management fees

18,822

—

18,822

Depletion, depreciation and accretion

19,863

1,390

2,003

23,256

Total operating expenses

46,656

2,432

1,112

50,200

Operating income (loss)

3,245

6,072

(1,380

)

7,937

Other expense:

Loss on extinguishment of debt

21,722

—

21,722

Change in fair value of earnout liability

1,694

—

1,694

Interest expense, net

11,031

—

)

11,026

Realized loss on commodity derivative instruments

—

324

(324

)

—

Unrealized gain on commodity derivative instruments

—

(947

)

947

—

Other income

—

)

—

Income (loss) before income taxes

(31,202

)

6,700

(2,003

)

(26,505

)

Provision for (benefit from) income taxes

9,066

—

1,621

10,687

Net income (loss)

(40,268

)

6,700

(3,624

)

(37,192

)

Net (income) loss attributable to non-controlling interests

115

—

579

694

Earnings allocated to participating securities

(5,507

)

—

(2,500

)

(8,007

)

Net income (loss) attributable to common stockholders

(45,660

)

6,700

(5,545

)

(44,505

)

Net Income (loss) per common share attributable to common

stockholders:

Common shares - basic and diluted

(2.86

)

(2.36

)

Weighted average number of shares outstanding:

Common shares - basic and diluted

15,948

18,822

Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations

For the Year Ended December 31, 2025

(in thousands, except per share data)

Historical

WhiteHawk

Income

Corporation

Three Rivers

Royalty

Adjustments

As Adjusted

for TRR

Acquisition

PHX

Minerals

PHX

Adjustments

As Adjusted

for TRR

Acquistion

and PHX

Acquistion

SJM II

Adjustments

As Adjusted

for TRR

Acquistion,

PHX Acquistion

and SJM II

Acquisition

Transaction

Adjustments

Pro Forma

Combined

(As restated)

Revenues:

Royalty revenue

50,075

5,616

55,691

19,569

(3,421

)

71,839

—

13,746

85,585

—

85,585

Natural gas royalty revenue

—

13,777

(13,777

)

—

Natural gas liquids royalty revenue

—

1,901

(1,901

)

—

Oil royalty revenue

—

164

(164

)

—

Gain (loss) on commodity

derivative instruments

16,648

—

16,648

(596

)

—

16,052

—

865

16,917

—

16,917

Lease bonus revenue

872

—

872

471

—

1,343

790

—

2,133

—

2,133

Total revenue

67,595

5,616

73,211

19,444

(3,421

)

89,234

16,632

(1,231

)

104,635

—

104,635

Operating expenses:

Lease operating expenses

—

560

(560

)

—

Transportation, gathering

and marketing

—

2,138

(2,138

)

—

2,096

(2,096

)

—

Production and ad valorem

taxes

—

723

(723

)

—

General and administrative

16,585

—

16,585

10,854

—

27,439

419

—

27,858

—

27,858

Management fees

9,966

—

9,966

—

9,966

—

9,966

13,555

23,521

Depletion, depreciation and

accretion

24,237

—

24,237

4,907

7,307

36,451

3,603

3,058

43,112

Total operating expenses

50,788

—

50,788

19,182

3,886

73,856

6,118

962

80,936

13,555

94,491

Operating income (loss)

16,807

5,616

22,423

262

(7,307

)

15,378

10,514

(2,193

)

23,699

(13,555

)

10,144

Other expense:

Loss on extinguishment of

debt

3,839

—

3,839

—

3,839

—

3,839

17,600

24,879

—

3,440

Loss (gain) on sale of assets

123

—

123

(6,429

)

—

(6,306

)

—

(6,306

)

—

(6,306

)

Interest expense, net

19,070

—

19,070

659

—

19,729

—

(55

)

19,674

—

19,674

Realized (gain) loss on commodity

derivative instruments

—

(1,449

)

1,449

—

Unrealized (gain) loss on commodity

derivative instruments

—

584

(584

)

—

Other income

—

(55

)

—

Income (loss) before income

taxes

(6,225

)

5,616

(609

)

6,032

(7,307

)

(1,884

)

11,434

(3,058

)

6,492

(34,595

)

(28,103

)

Provision for (benefit from)

income taxes

(2,640

)

—

(2,640

)

1,297

—

(1,343

)

—

2,767

1,424

(2,806

)

(1,382

)

Net income (loss)

(3,585

)

5,616

2,031

4,735

(7,307

)

(541

)

11,434

(5,825

)

5,068

(31,789

)

(26,721

)

Net (income) loss attributable

to non-controlling interests

—

3,464

Earnings allocated to

participating securities

(7,341

)

—

(7,341

)

—

(7,341

)

—

(5,000

)

(12,341

)

(2,100

)

(14,441

)

Net income (loss) attributable

to common shareholders

(10,926

)

5,616

(5,310

)

4,735

(7,307

)

(7,882

)

11,434

(10,825

)

(7,273

)

(30,425

)

(37,698

)

Earnings(loss) per common

Common shares - basic and diluted

(1.30

)

(2.16

)

Weighted average number of

shares outstanding:

Common shares - basic and

diluted

8,378

14,611

Notes to unaudited pro forma condensed consolidated combined financial statements

1. Basis of Presentation, the Offering and Reorganization

The pro forma financial statements have been derived from the historical financial statements of WhiteHawk (in the case of financial information as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 as restated in the Restatement). The unaudited pro forma condensed consolidated combined balance sheet gives effect to the SJM II Acquisition as if it had occurred on June 30, 2026. The PHX Acquisition, Three Rivers Royalty Acquisition, and the Transactions are reflected in the historical consolidated balance sheet of WhiteHawk as of June 30, 2026, and, as such no pro forma adjustments are made for such transactions in the unaudited pro forma condensed combined balance sheet. The unaudited pro forma condensed consolidated combined statement of operations for the year ended December 31, 2025 gives effect to the PHX Acquisition, the Three Rivers Royalty Acquisition, the SJM II Acquisition and the Transactions as if each had occurred on January 1, 2025. The unaudited pro forma condensed consolidated combined statement of operations for the six months ended June 30, 2026 gives effect to the Transactions and SJM II Acquisition as if each had occurred on January 1, 2025. The pro forma financial statements reflect pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable. However, actual results may differ from those reflected in these statements. In management’s opinion, all adjustments known to date that are necessary to present fairly the pro forma information have been made. The pro forma financial statements do not purport to represent what WhiteHawk’s post-combination financial position or results of operations would have been if the transactions had actually occurred on the dates indicated above, nor are they indicative of the Company’s post-combination future financial position or results of operations. These pro forma financial statements should be read in conjunction with the historical financial statements, and related notes thereto, of WhiteHawk, PHX, SJM II, and TRR for the periods presented, which are included or incorporated by reference in this Registration Statement.

2. Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet

SJM II Acquisition Adjustments

The unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2026 reflects the historical consolidated balance sheet of WhiteHawk, which already includes the effects of the PHX Acquisition, Three Rivers Royalty Acquisition, and the Transactions. Accordingly, no pro forma adjustments are presented for these transactions in the balance sheet. Transaction accounting adjustments related to the SJM II Acquisition are described further below:

A. Reflects the adjustment for proceeds raised in Series E Preferred Stock Financing, net of fees.

B. Reflects the adjustment for proceeds raised under the Securities Purchase Agreement Financing, net of fees.

C. Reflects the aggregate purchase price of $107.9 million cash paid at closing (inclusive of an estimate of $2.9 million in transaction related fees) for the SJM II Assets in the SJM II Acquisition. The Company expects to account for the SJM II Acquisition as an asset acquisition in accordance with GAAP. The preliminary purchase price noted above will be allocated to the assets acquired, which consists of oil and gas properties.

3. Unaudited Pro Forma Condensed Consolidated Combined Statements of Operations

Three Rivers Royalty Acquisition Adjustments

A. Reflects natural gas and oil operations of properties acquired in the Three Rivers Royalty Transaction for the period of January 1, 2025 and March 31, 2025 (date of acquisition).

PHX Adjustments

B. Reflects combination of the historical statement of operations of PHX for the period January 1, 2025 through March 31, 2025 and the PHX Minerals Stub Period results of operations for the stub period between April 1,2025 through June 23, 2025 (date of acquisition). A reconciliation of the adjustments is below (in thousands):

PHX Minerals Historical

PHX Minerals Stub Period

Adjusted PHX Minerals

Revenues:

Natural gas, oil and NGL sales

10,433

9,135

19,568

Gain (loss) on commodity derivative instruments

(3,163

)

2,568

(595

)

Lease bonus revenue

328

143

471

Total revenue

7,598

11,846

19,444

Operating expenses:

Lease operating expenses

274

286

560

Transportation, gathering and marketing

1,104

1,034

2,138

Production and ad valorem taxes

423

301

724

Depreciation, depletion and amortization

2,430

2,477

4,907

Interest expense

452

207

659

General and administrative

3,754

7,100

10,854

Losses (gain) on asset sales and other

(6,520

)

(6,430

)

Total operating expenses

1,917

11,495

13,412

Income (loss) before provision for income taxes

5,681

351

6,032

Provision for income taxes

1,297

Net income

4,384

351

4,735

C. Reflects a pro forma adjustment to reclassify lease operating expenses, transportation, gathering and marketing, and production and ad valorem taxes to conform to WhiteHawk’s presentation.

D. Reflects the pro forma impact to depletion expense associated with the change in fair value adjustment to oil and gas properties as a result of the PHX Acquisition. Pro forma depletion expense was calculated on a consolidated basis as though all such properties were owned for the entire period. This number was then offset by the historical depletion expense related to PHX Minerals. The adjustment under Transaction Adjustments was calculated using the units-of-production method under the successful efforts method of accounting (in thousands):

For the year ended December 31, 2025

Depletion expense related to the fair value of oil and gas properties of PHX

12,214

Less PHX historical depletion expense

4,907

Transaction Adjuistments to depletion expense

7,307

E. Reflects the management fees expense of WhiteHawk that were paid as compensation for services rendered in the management of the Company. The management fee expenses represent the charge for managing the Company and did not include general and administrative expenses related to operating the business. While a pro forma adjustment has not been made to eliminate the management fees, the Company will no longer incur any management fees after completion of the Transaction. Based upon management estimates in connection with the analysis of the Internalization, the Company expects to incur $1.7 million of incremental compensation expense per year after the closing of the offering.

Transaction adjustments

F. Reflects prepayment fees related to the partial extinguishment of the Senior Notes.

G. Reflects deferred financing fees expensed due to partial extinguishment of the Senior Notes.

H. Represents the income tax impact of the pro forma adjustments from the Three Rivers Royalty Acquisition, the PHX Acquisition, SJM II Acquistion, and the Transactions based on a blended federal and state statutory tax rate of 24.2% for the year ended December 31, 2025 and for the SJIM II Acquisition for the six months ended June 30, 2026.

I. Reflects allocation of net income (loss) to non-controlling interest as a part of the Internalization.

J. Reflects payment of Liquidity Incentive Fee to WhiteHawk Minerals LLC.

K. Reflects basic and diluted loss per common share as shown below for the applicable period, computed using the two-class method (in thousands, except per share data):

For the year ended December 31, 2025

Numerator:

Pro forma net loss attributable to WhiteHawk Income Corporation

(23,257

)

Less: Earnings allocated to particpating securities

(14,441

)

Net loss attributable to common stockholders - basic and diluted

(37,698

)

Denominator:

Weighted average shares outstanding - basic and diluted

17,485

Net loss per common share - basic and diluted

(2.16

)

For the six months ended June 30, 2026

Numerator:

Pro forma net loss attributable to WhiteHawk Income Corporation

(36,498

)

Less: Earnings allocated to particpating securities

(8,007

)

Net loss attributable to common stockholders - basic and diluted

(44,505

)

Denominator:

Weighted average shares outstanding - basic and diluted

18,822

Net loss per common share - basic and diluted

(2.36

)

L. Reflects payment of minimum return to Series D Preferred Stock as a part of the extinguishment.

SJM II Acquisition Adjustments

M. Reflects the historical statement of operations of SJM II as shown below for the applicable period, and a pro forma adjustment for the percentage of SJM II that WhiteHawk will acquire in the SJM II Transaction. A reconciliation of the adjustments is below (in thousands):

For the year ended December 31, 2025

SJM II

Transaction

Adjusted

Historical

Adjustments

SJM II

Net Sales

Natural gas royalty revenue

26,676

12,899

13,777

Natural gas liquids royalty revenue

5,794

3,893

1,901

Oil royalty revenue

551

387

164

Mineral lease bonuses

1,419

629

790

Total net sales

34,440

17,808

16,632

Operating Expenses

Gathering, processing, and transportation

3,751

1,655

2,096

Depreciation, depletion, and amortization

7,219

3,616

3,603

General and administrative expenses

887

468

419

Total operating expenses

11,857

5,739

6,118

Operating Income

22,583

12,069

10,514

Nonoperating Income (Expense)

Realized gain on commodity derivative instruments

2,541

1,092

1,449

Unrealized loss on commodity derivative instruments

(691

)

(107

)

(584

)

Other income

131

Total nonoperating income

1,981

1,061

920

Combined Net Income

24,564

13,130

11,434

For the six months ended June 30, 2026

SJM II

Transaction

Adjusted

Historical

Adjustments

SJM II

Net Sales

Natural gas royalty revenue

14,015

7,514

6,501

Natural gas liquids royalty revenue

3,461

2,392

1,069

Oil royalty revenue

785

499

286

Mineral lease bonuses

1,296

648

Total net sales

19,557

11,053

8,504

Operating Expenses

Gathering, processing, and transportation

1,672

781

891

Depreciation, depletion, and amortization

3,442

2,052

1,390

General and administrative expenses

348

197

151

Total operating expenses

5,462

3,030

2,432

Operating Income

14,095

8,023

6,072

Nonoperating Income (Expense)

Realized loss on commodity derivative instruments

(708

)

(384

)

(324

)

Unrealized gain on commodity derivative instruments

2,047

1,100

947

Other income

Total nonoperating income

1,351

723

628

Combined Net Income

15,446

8,746

6,700

N. Reflects a pro forma adjustment to royalty revenue and gathering, processing, and transportation to conform to WhiteHawk's presentation.

O. Reflects a pro forma adjustment to realized loss on commodity derivatives and unrealized gain on commodity derivatives to conform to WhiteHawk's presentation.

P. Reflects a pro forma adjustment to other income to conform to WhiteHawk's presentation.

Q. Reflects allocation of net income from the SJM II Acquisition to non-controlling interest.

R. Reflects pro forma adjustment for dividends paid to Series E Preferred Stock.

S. Reflects the pro forma impact to depletion expense associated with the change in fair value adjustment to oil and gas properties as a result of the SJM II Acquisition. Pro forma depletion expense was calculated on a consolidated basis as though all such properties were owned for the entire period. This number was offset by the historical depletion expense related to the SJM II Assets. The adjustment was calculated using the units-of-production method under the successful efforts method of accounting (in thousands):

For the year ended December 31, 2025

Depletion expense related to the fair value of oil and gas properties of SJM II

6,661

Less SJM II historical depletion expense

3,603

Transaction Adjuistments to depletion expense

3,058

For the six months ended June 30, 2026

Depletion expense related to the fair value of oil and gas properties of SJM II

3,393

Less SJM II historical depletion expense

1,390

Transaction Adjuistments to depletion expense

2,003

EX-99.4

Filename: whk-ex99_4.htm · Sequence: 9

EX-99.4

Exhibit 99.4

WhiteHawk Minerals Corp. Announces Closing of $111.8 Million of Acquisitions and Related Financings; Revolving Credit Facility Borrowing Base Increased to $175.0 Million

PHILADELPHIA—September 25, 2026—(BUSINESS WIRE)-- WhiteHawk Minerals Corp. (NYSE: WHK) (“WhiteHawk” or the “Company”) today announced the closing of approximately $111.8 million of acquisitions (the “Acquisitions”), including the approximately $105.0 million purchase of Marcellus, Utica and Haynesville Shale natural gas mineral and royalty assets from San Jacinto Minerals II (“SJM II”), previously announced on August 12, 2026. The Acquisitions were funded with proceeds from a $50.0 million issuance of shares of our newly created Series E Preferred Stock, which closed on September 23, 2026, and the previously announced $75.0 million private placement of our Class A common stock, which closed on September 21, 2026. In connection with the closing of the Acquisitions, the Company also completed its fall redetermination of its reserve-based revolving credit facility with an increase to $175.0 million in borrowing capacity, which remains fully undrawn.

Acquisition Closing Summary

The Acquisitions, including SJM II’s Appalachia and Haynesville assets, cover approximately 700,000 gross unit acres and 11,810 net royalty acres (normalized to 1/8th) at an average net revenue interest of 0.21%, including more than 1,700 producing wells, 245 wells in process and permits, and 2,500 undeveloped locations. The Appalachia interests span approximately 600,000 gross unit acres anchored by EQT Corporation (NYSE: EQT), Range Resources Corporation (NYSE: RRC), CNX Resources Corporation (NYSE: CNX) and Antero Resources Corporation (NYSE: AR), and the Haynesville interests span approximately 100,000 gross unit acres anchored by Expand Energy Corporation (NASDAQ: EXE), Apex Energy LLC and Adamas Energy LLC.

Management Commentary

“The closing of the Acquisitions and related equity financings reflects our continued execution of WhiteHawk’s business strategy, and deepens our exposure to the core of Appalachia and the Haynesville under the basins’ leading operators,” said Daniel Herz, Chairman, President and Chief Executive Officer of WhiteHawk. “Along with the Acquisitions, increasing our borrowing capacity under our revolving credit facility to $175.0 million, which remains fully undrawn, gives us significant liquidity and flexibility to continue pursuing disciplined, accretive growth while maintaining our low-leverage profile.”

About WhiteHawk Minerals Corp.

WhiteHawk Minerals Corp. (NYSE: WHK) is a natural gas-focused mineral and royalty company positioned in the core of the Marcellus, Utica and Haynesville Shales. WhiteHawk owns mineral and royalty interests across approximately 3.6 million gross unit acres with exposure to the industry’s premier natural gas operators. The Company holds royalty interests in wells representing approximately 13% of total 2025 U.S. dry gas production. The Company was

Exhibit 99.4

founded in 2022 by a management team with over 125 years of combined experience and is focused on accretively consolidating the fragmented natural gas mineral and royalty space. For more information, please visit www.whitehawkminerals.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the expected benefits of the Acquisitions; the Company’s business strategy and the accretive nature of the Acquisitions; expectations regarding future growth and the Company’s leverage profile; the Company’s liquidity and financial flexibility; expected production; free cash flow; operator development activity on the Company’s acreage; the Company’s acquisition pipeline; and other statements that are not historical facts. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in commodity prices; production and cash flow contributions from acquired assets differing materially from expectations due to commodity price fluctuations, operator activity levels, well performance and other factors; the Company’s ability to successfully integrate acquired assets; the Company’s ability to identify and consummate additional acquisitions on favorable terms and to obtain financing therefor; operator drilling and completion activity on the Company’s acreage; regulatory changes; general economic and market conditions; and the risks described under “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statement, except as required by applicable law.

Investor and Media Contact

John Ragozzino Jr., CFA

investors@whitehawkenergy.com

GRAPHIC

Filename: img85991787_0.jpg · Sequence: 10

Binary file (4568 bytes)

Download img85991787_0.jpg

GRAPHIC

Filename: img85991787_1.jpg · Sequence: 11

Binary file (3735 bytes)

Download img85991787_1.jpg

GRAPHIC

Filename: img86915308_0.jpg · Sequence: 12

Binary file (4568 bytes)

Download img86915308_0.jpg

GRAPHIC

Filename: img86915308_1.jpg · Sequence: 13

Binary file (3735 bytes)

Download img86915308_1.jpg

GRAPHIC

Filename: img182636594_0.jpg · Sequence: 14

Binary file (7763 bytes)

Download img182636594_0.jpg

GRAPHIC

Filename: img182636594_1.jpg · Sequence: 15

Binary file (4914 bytes)

Download img182636594_1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 18

v3.26.3

Document and Entity Information

Aug. 12, 2026

Cover [Abstract]

Amendment Flag

true

Entity Central Index Key

0001921603

Current Fiscal Year End Date

--12-31

Document Type

8-K/A

Document Period End Date

Aug. 12, 2026

Entity Registrant Name

WhiteHawk Minerals Corp.

Entity Incorporation State Country Code

Entity File Number

001-43337

Entity Tax Identification Number

88-0862160

Entity Address, Address Line One

2000 Market Street

Entity Address, Address Line Two

Suite 910

Entity Address, City or Town

Philadelphia

Entity Address, State or Province

Entity Address, Postal Zip Code

19103

City Area Code

610

Local Phone Number

484-3412

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Class A Common Stock, par value $0.0001 per share

Trading Symbol

WHK

Security Exchange Name

NYSE

Entity Emerging Growth Company

true

Entity Ex Transition Period

false

Amendment Description

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.

- Definition

Description of changes contained within amended document.

+ References

No definition available.

+ Details

Name:

dei_AmendmentDescription

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration