Form SCHEDULE 13G WhiteHawk Minerals Corp. Filed by: Herz Daniel C
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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WhiteHawk Minerals Corp. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
WhiteHawk Minerals LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,108,893.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
15.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Daniel C. Herz | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,294,622.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
WhiteHawk Minerals Corp. | |
| (b) | Address of issuer's principal executive offices:
2000 Market Street, Suite 910, Philadelphia, PA 19103 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Daniel C. Herz
WhiteHawk Minerals LLC | |
| (b) | Address or principal business office or, if none, residence:
The principal business office address for each of the Reporting Persons is 2000 Market Street, Suite 910, Philadelphia, PA 19103. | |
| (c) | Citizenship:
Mr. Herz is a citizen of the United States. WhiteHawk Minerals LLC is organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The ownership information presented herein represents beneficial ownership of Class A Common Stock as of June 30, 2026, based upon 22,996,579 shares of Class A Common Stock outstanding as of June 10, 2026 following the closing of the Issuer's initial public offering. The ownership information also assumes the redemption of the common unit of WhiteHawk Income Operating Partnership L.P. ("Common Units") into shares of Class A Common Stock of the Issuer on a one-to-one basis, as applicable.
Consists of (i) 358,893 shares of Class A Common Stock held directly by WhiteHawk Minerals LLC, (ii) 3,750,000 shares of Class A Common Stock underlying Common Units held directly by WhiteHawk Minerals LLC, and (iii) 185,729 shares of Class A Common Stock held directly by Mr. Herz. Mr. Herz serves as the sole Managing Member of WhiteHawk Energy LLC, which in turn serves as the sole Managing Member of WhiteHawk Minerals LLC. In such capacity, Mr. Herz exercises sole voting and investment power over the shares of Class A Common Stock held by WhiteHawk Minerals LLC and may therefore be deemed to beneficially own such shares. Mr. Herz disclaims beneficial ownership of such shares. | |
| (b) | Percent of class:
WhiteHawk Minerals LLC: 15.4%
Daniel Herz: 16.1%
%
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
WhiteHawk Minerals LLC: 0
Daniel Herz: 185,729 | ||
| (ii) Shared power to vote or to direct the vote:
WhiteHawk Minerals LLC: 4,108,893
Daniel Herz: 4,108,893 | ||
| (iii) Sole power to dispose or to direct the disposition of:
WhiteHawk Minerals LLC: 0
Daniel Herz: 185,729 | ||
| (iv) Shared power to dispose or to direct the disposition of:
WhiteHawk Minerals LLC: 4,108,893
Daniel Herz: 4,108,893 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1: Joint Filing Agreement
Exhibit 24: Power of Attorney (incorporated by reference with respect to Exhibit 24 attached to the Form 3 filed on June 9, 2026). |
ATTACHMENTS / EXHIBITS