Four Months After NYSE Debut, WhiteHawk Opens $100M Nontraded Preferred Raise
WhiteHawk Minerals Corp. (NYSE: WHK) has launched a continuous offering of up to $100 million of nontraded Series F redeemable preferred stock, to be sold through independent broker-dealers and registered investment advisers.
The latest offering comes four months after WhiteHawk opened at $26.15, above its $26 initial public offering price, in its June 9 New York Stock Exchange debut. WHK shares closed at $26.38 on Oct. 8 and have traded between $24.06 and $29.07 since the IPO. Preferred Capital Securities, the managing broker-dealer that wholesaled WhiteHawk’s private placement offerings before the company went public, is serving as dealer manager on a best-efforts basis.
The Series F shares are priced at $1,000 each, with a minimum investment of $5,000, and carry a fixed cumulative dividend of 7.5% a year on the $1,000 stated value. WhiteHawk said it intends to pay dividends monthly, subject to board approval, and to use net proceeds for general corporate purposes, including acquisitions of mineral and royalty interests and working capital.
Selling commissions run up to 5.5% and the dealer manager fee up to 2.5%, with total underwriting compensation capped at 8% of gross proceeds. With offering expenses capped at 3%, the company estimates net proceeds of about $890 per share at the maximum.
Until the Series F shares are listed on an exchange, holders may request redemption at any time. Shares redeemed before the third anniversary of issuance carry a fee of 8% of stated value, or $80 per share, which equals the maximum upfront load. The fee drops to zero on the third anniversary, and WhiteHawk may waive it at its discretion. The fee does not apply to redemptions requested by a holder’s estate after death.
WhiteHawk may settle holder redemptions in cash or in Class A common stock, at its option. Stock settlement is not permitted before the first anniversary of issuance and is priced off the 10-day volume-weighted average price of WHK shares. The company has capped the Class A shares issuable for Series F dividends and redemptions at 5,331,135, equal to 19.99% of its Class A shares outstanding before the offering, absent stockholder approval. WhiteHawk may call the shares on or after the first anniversary on up to 90 days’ notice. The company said it does not currently intend to list the Series F.
Where Series F Sits
The Series F ranks senior to WhiteHawk’s common stock, on par with its Series B preferred, and junior to its Series E preferred and all existing and future debt. At the offering’s launch, the company had 46,156 shares of Series B outstanding, sold through Preferred Capital Securities in a private offering to accredited investors under a dealer manager agreement dated February 2024.
The senior Series E was issued Sept. 23, when WhiteHawk sold 50,000 shares for $50 million to a group of investors that included Daniel Herz, chairman, president, and chief executive officer. The Series E pays monthly cash dividends at an annual rate of 10% through March 31, 2027, stepping up to 12% through the end of 2028 and 14% thereafter. WhiteHawk used the proceeds, along with a private placement of Class A common stock and cash on hand, to fund its $105 million acquisition of Marcellus and Haynesville mineral and royalty interests from affiliates of San Jacinto Minerals II, which closed Sept. 25. The company said the Series E financing was reviewed and approved under its related-party transaction policy.
Related-Party Ties
Jeffery Smith, a WhiteHawk director since the company’s inception and president of WhiteHawk Management since March 2022, is CEO and co-owner of Preferred Capital Securities. WhiteHawk paid the firm $5.2 million in 2025 under its common stock dealer manager agreement and $1.6 million under its Series B agreement, and another $1.6 million under the Series B agreement in the first half of 2026.
Shareholder services for the Series F will be provided by Preferred Shareholder Services, which WhiteHawk describes as an affiliate of both Preferred Capital Securities and WhiteHawk Energy LLC, an entity owned and controlled by Herz and other WhiteHawk executives. Smith is also CEO and a beneficial owner of Preferred Shareholder Services. WhiteHawk’s audit committee reviewed and approved the dealer manager agreement, shareholder services agreement, and subscription agreement as related-party transactions, the company said.
WhiteHawk raised capital as WhiteHawk Income Corp. through a Regulation D private placement distributed by Preferred Capital Securities before filing for its NYSE IPO in May. The relationship dates to at least 2022, when Preferred Capital Securities partnered with WhiteHawk Energy to help fund its Marcellus Royalties acquisition. WhiteHawk later agreed to acquire PHX Minerals, adding Haynesville acreage.
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