WhiteHawk Minerals Corp-A美股招股说明书(2026-06-09版)

Filed Pursuant toRule 424(b)(4) Registration No. 333-295743 PROSPECTUS WhiteHawk Income Corporation (to be renamed WhiteHawk Minerals Corp.) 7,700,000 Shares Class A Common Stock This is the initial public offering of shares of our Class A common stock. We are offering 7,700,000 shares of our Class A common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our Class A common stock is $26.00 per share. Our Class A common stock has been approved for listing on the New York Stock Exchange (“NYSE”) under the symbol “WHK.” We intend to change our corporate name to WhiteHawk Minerals Corp. in connection with the closing of this offering. See “Prospectus Summary—Summary of the Transactions” and “Our Organizational Structure.” To the extent that the underwriters sell more than 7,700,000 shares of common stock, the underwriters have the option to purchase, exercisable within 30 days from the date of this prospectus, up to an additional 1,155,000 shares from us at the public offering price, less underwriting discounts and commissions. Upon consummation of this offering, we will be a holding company in an organizational structure commonly referred to as an umbrella partnership-C-corporation (or “Up-C”) structure, and our principal assets will consist of (i) direct ownership of 86.0% of the common units (“OpCo Interests”) of WhiteHawk Income Operating Partnership L.P. (“WhiteHawk OpCo”) (or approximately 86.6% of the OpCo Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock), which entitle us to a corresponding percentage ownership of the common economic interest in WhiteHawk OpCo (based on outstanding OpCo Interests and excluding Series B preferred units), and (ii) all of the member interests of WhiteHawk Income OP GP LLC (“OP GP”), the sole general partner of WhiteHawk OpCo, which entitles us to control the business and affairs of WhiteHawk OpCo. See “Risk Factors—Risks Related to Our Organizational Structure.” We will operate and control all of the business and affairs of WhiteHawk OpCo and its direct and indirect subsidiaries, and conduct our business through WhiteHawk OpCo. In addition, we will own all of the Series B preferred units of WhiteHawk OpCo. Following this offering, we will have two series of authorized common stock: shares of Class A common stock, having one vote per share and economic rights, and shares of Class B common stock, having one vote per share and no economic rights. Holders of Class A and Class B common stock will vote together as a single class on all matters to be presented to our shareholders for their vote or approval, except as otherwise required by applicable law or our Bylaws (as defined herein). Our outstanding Class A common stock and Class B common stock will represent approximately 86.0% and 14.0%, respectively, of the total voting power of our outstanding Common Stock immediatel TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiiPROSPECTUS SUMMARY1RISK FACTORS37CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS80OUR ORGANIZATIONAL STRUCTURE83USE OF PROCEEDS87DIVIDEND POLICY88CAPITALIZATION89DILUTION91UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION94MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS102BUSINESS120MANAGEMENT152EXECUTIVE AND DIRECTOR COMPENSATION158PRINCIPAL STOCKHOLDERS168CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS170DESCRIPTION OF MATERIAL INDEBTEDNESS181DESCRIPTION OF CAPITAL STOCK190SHARES ELIGIBLE FOR FUTURE SALE198MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK201UNDERWRITING205LEGAL MATTERS213EXPERTS213CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM214WHERE YOU CAN FIND MORE INFORMATION215INDEX TO FINANCIAL STATEMENTSF-1ANNEX A – GLOSSARY OF NATURAL GAS AND OIL TERMSA-1 For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the UnitedStates who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares ofour ClassA common stock and the distribution of this prospectus outside of the United States. Table of Contents Through and including July3, 2026 (25 days after the date of this prospectus), all dealers effecting transactions in our Class A common stock,whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligationto deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Table of Contents ABOUT THIS PROSPECTUS Organizational Structure In connection with the closi