WhiteHawk Minerals Corp-A 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number: 001-43337 WhiteHawk Minerals Corp. (Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of August 12, 2026, the registrant had 23,795,450 shares of Class A common stock, $0.0001 par value per share, outstanding and therewas 3,750,000 shares of Class B Common Stock, par value $0.0001 per share, outstanding. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Mezzanine Equity and EquityCondensed Consolidated Statements of Cash FlowsNotes to Unaudited Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures WHITEHAWK MINERALS CORP.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)(Unaudited) WHITEHAWK MINERALS CORP.CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND EQUITY(In thousands)(Unaudited) Six Months Ended June 30, 2026 WHITEHAWK MINERALS CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)(Unaudited) WHITEHAWK MINERALS CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) Note 1. Organization and Presentation Organization and Description of Business WhiteHawk Minerals Corp. (the “Company” or “WhiteHawk” formerly known as WhiteHawk Income Corporation) wasformed in February 2022 to acquire, own and manage mineral interests with the objective of generating cash flow from operationsthat can be distributed to shareholders as dividends and reinvested to expand our base of cash flow generating assets. WhiteHawk isgoverned by a board of directors (the “Board”). The Company’s primary business objective is to provide a return to investors byowning and acquiring mineral interests in natural gas resources across the U.S. and distributing a meaningful portion of our cashflow to investors as dividends with the potential for capital appreciation. In March 2025, the Company doubled its ownership interests in the natural gas mineral assets of Three Rivers Royalty, LLC(the “Seller”) located in southwestern Pennsylvania by purchasing the remaining 50% undivided interest in certain natural gasmineral assets of the Seller for $118.0 million (“Three Rivers Acquisition”). On June 23, 2025, following the completion of the previously announced tender offer, the Company completed the acquisitionof PHX Minerals Inc. (“PHX”) through a merger pursuant to the Agreement and Plan of Merger (“Merger Agreement”), dated May8, 2025, by and among WhiteHawk Merger Sub, Inc., Whitehawk Acquisition, Inc. (“ Merger Parent”) and PHX (“PHX Merger”).Upon completion of the merger, PHX became a wholly owned subsidiary of Merger Parent, a wholly owned subsidiary o