WhiteHawk Minerals Corp.

As filed with the Securities and Exchange Commission on October 16, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WhiteHawk Minerals Corp.

(Exact name of registrant as specified in its charter)

2000 Market Street, Suite 910

Philadelphia, PA 19103

(610)484-3412

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Daniel Herz

Chief Executive Officer

2000 Market Street, Suite 910

Philadelphia, PA 19103

(610)484-3412

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to

Ryan J. MaiersonChristopher D. LuekingNick S. DhesiKenneth C. SandsLatham & Watkins LLP 811 Main Street, Suite 3700Houston, TX 77002(713) 546-5400

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

WhiteHawk Minerals Corp.

2,873,563 Shares

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 2,873,563 shares of Class A common stock, $0.0001 par value (“Class A common stock”), of WhiteHawk Minerals Corp. (the “Company”) (the “PIPE Shares”) issued to the Selling Holders in a private placement for aggregate gross proceeds of approximately $75.0 million (the “PIPE Investment”) at a purchase price of $26.10 per share pursuant to a Securities Purchase Agreement, dated as of September 18, 2026, by and among the Company and the Selling Holders (the “PIPE Securities Purchase Agreement”). We are registering the PIPE Shares for resale pursuant to the Selling Holders’ registration rights under a Registration Rights Agreement, dated as of September 18, 2026, by and among the Company and the Selling Holders (the “PIPE Registration Rights Agreement”). Our registration of the securities covered by this prospectus does not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may offer, sell or distribute all or a portion of their PIPE Shares publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from any resale of the PIPE Shares being offered for resale in this prospectus (the “Resale Securities”). We provide more information about how the Selling Holders may sell their securities in the section of this prospectus entitled “Plan of Distribution.” We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Holders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.

Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “WHK.” On October 15, 2026, the closing price of our Common Stock was $25.04 per share.

The Resale Securities represent a substantial percentage of the total outstanding shares of our common stock as of the date of this prospectus. The PIPE Shares that the Selling Holders can sell into the public markets pursuant to this prospectus total up to 2,873,563 shares of Class A common stock, constituting approximately 10.8% of our issued and outstanding shares of Class A common stock. The sale of all the Resale Securities or the perception that these sales could occur, could result in a significant decline in the public trading price of our securities.

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. See “Prospectus Summary—Emerging Growth Company.”

Investing in our Common Stock involves risks. For a discussion of the material risks that you should consider, see “Risk Factors” beginning on page 28 of this prospectus.

None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026