Sec Form 3 Filing - Herz Daniel C @ WhiteHawk Income Corp - 2026-06-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Herz Daniel C
2. Issuer Name and Ticker or Trading Symbol
WhiteHawk Income Corp [ WHK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, President & Chairman
(Last) (First) (Middle)
2000 MARKET STREET, SUITE 910
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2026
(Street)
PHILADELPHIA, PA19103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 185,729 D
Series D Preferred Stock 2,000 ( 1 ) D
Class A Common Stock 358,893 I By WhiteHawk Minerals LLC ( 2 )
Class B Common Stock 3,750,000 I By WhiteHawk Minerals LLC ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 3,750,000 I By WhiteHawk Minerals LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Herz Daniel C
2000 MARKET STREET, SUITE 910
PHILADELPHIA, PA19103
X X CEO, President & Chairman
WhiteHawk Minerals LLC
2000 MARKET STREET, SUITE 910
PHILADELPHIA, PA19103
X
Signatures
Daniel C. Herz, /s/ Barrie Hananel, Attorney-in-Fact 06/09/2026
Signature of Reporting Person Date
WhiteHawk Minerals LLC, By: Jeffrey Slotterback, Chief Financial Officer, By: /s/ Barrie Hananel, Attorney-in-Fact 06/09/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series D Preferred Stock has no voting rights and is not convertible into Class A common stock. The Issuer will redeem all outstanding shares of Series D Preferred Stock at the consummation of its initial public offering.
( 2 )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 and Class B 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 except to the extent of his pecuniary interest therein.
( 3 )Each common unit of WhiteHawk Income Operating Partnership L.P. ("Common Unit") held by WhiteHawk Minerals LLC may be redeemed or exchanged for one share of Class A common stock, and a corresponding number of Class B common stock will be cancelled for no consideration. The Common Units have no expiration date.

Remarks:
Exhibit 24 - Power of Attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.