When WHK insiders can sell
WhiteHawk Income Corp · IPO prospectus filed 2026-06-09 · Single cliff · 365-day lock-up
That is the calendar date the clause computes to. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it.
How much stock, against how much trades
"Absorb days" is the shares coming free divided by average daily volume: how many full sessions of WHK's entire turnover the release amounts to. It is a ratio, not a forecast — it does not know who wants to sell, and a founder with no intention of selling counts the same as a fund that has been waiting six months.
Exactly 19,046,579 shares, against 150,925 shares a day averaged over 20 sessions. Volume source: yahoo-finance2 daily bars (symbol not in our price table), through 2026-11-06. Dollar volume $3.7M a day. Heaviest third of the cohort.
Our call: Pressure
WHK sits in the heaviest third of a cohort of 47 deals — lightest third at or below 54.1 sessions, heaviest at or above 109 sessions. The call is cohort-relative, not a fixed threshold, so the same absorb-day figure could read differently against a different month's IPOs. Expected excess return against SPY: negative.
The lock-up clause, in the issuer's words
Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.
Additionally, our amended and restated certificate of incorporation will provide that, subject to certain exceptions, all of the shares of Class A common stock held by the Legacy Common Stock Investors may not be sold, pledged, transferred or otherwise disposed of for 365 days following the consummation of this offering, or such shorter period as determined by the board of directors, but in no event less than 180 days without the prior written consent of the managing underwriter of this offering. Upon the expiration of the lock-up restrictions, shares held by our directors, executive officers and the Legacy Common Stock Investors will be eligible for resale in the public market subject, in the case of shares held by our affiliates, to the volume, manner of sale, holding period and other limitations of Rule 144. The representatives of the underwriters may, in their sole discretion and at……
Where the share count comes from
19,046,579 shares — derived: shares outstanding after the offering, less the shares sold in it. A count the prospectus prints and a count derived from two of its other numbers are not the same quality of claim, so which one this is gets said rather than implied.
| Shares outstanding after the offering | 26,746,579 |
| Shares sold in the offering | 7,700,000 |
| Underwriters' over-allotment option | 1,155,000 |
| Locked up, coming free at expiry | 19,046,579 |
Class A common stock to be outstanding after this offering 22,996,579 shares (or 24,151,579 shares if the underwriters exercise in full their option to purchase additional shares). Shares of Class B common stock to be outstanding immediately after this offering 3,750,000 shares, representing approximately 14.0% of the combined voting power of all of our common stock (or approximately 13.4% of the combined voting power of all of our common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and no economic interest in WhiteHawk Minerals Corp.
Exceptions written into the lock-up (4)
Each of these is a route by which WHK shares can move before 2027-06-09. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.
- bona fide gift or charitable transfer
- estate planning or family transfer
- directed share program participants
- option exercise or RSU settlement
The Committee may, in its discretion, permit transfers to certain family members, trusts, partnerships or limited liability companies for the benefit of the participant and immediate family members, and charitable organizations. Clawback . All awards granted under the A&R 2026 Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with any clawback, forfeiture or similar policy adopted by the Board or the Committee and applicable law. Amendment and Termination . The Board or Committee may amend, alter, suspend, discontinue or terminate the A&R 2026 Plan at any time, provided that stockholder approval is required for amendments where necessary to comply with applicable regulatory requirements or changes in accounting standards.
The Committee may, in its discretion, permit transfers to certain family members, trusts, partnerships or limited liability companies for the benefit of the participant and immediate family members, and charitable organizations. Clawback . All awards granted under the A&R 2026 Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with any clawback, forfeiture or similar policy adopted by the Board or the Committee and applicable law. Amendment and Termination . The Board or Committee may amend, alter, suspend, discontinue or terminate the A&R 2026 Plan at any time, provided that stockholder approval is required for amendments where necessary to comply with applicable regulatory requirements or changes in accounting standards.
At our request, the underwriters will reserve up to 5% of the Class A shares for sale at the public offering price through a directed share program to certain individuals associated with us. See "Underwriting—Directed Share Program." Delivery of the shares of Class A common stock will be made on or about June 10, 2026. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
…not issued in connection with the stock settlement of the stock appreciation right on exercise thereof; and (ii) shares of Class A common stock purchased on the open market by the Company with the cash proceeds from the exercise of options. Types of Awards . The A&R 2026 Plan will authorize the grant of incentive stock options ("ISOs"), nonqualified stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), and other equity-based awards and cash-based incentive awards. Each award must be evidenced by a written award agreement. Stock Options and SARs. The A&R 2026 Plan will allow for the grant of stock options, which may be ISOs within the meaning of Section 422 of the Internal Revenue Code (the "Code") or non-qualified stock options.
How this reading of WHK could be wrong
The lock-up period is restated 3 times in this prospectus. Issuers repeat the clause on the cover, in the summary, in the risk factors and in the underwriting section, and the wording is not always identical. The parser resolved them to one period; if a reader finds a restatement that disagrees, the quote above is the one it used.
The volume is a vendor's, not ours. WHK is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.
Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.
The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.
Learn to read these clauses yourself
The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.
Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · WHK's prospectus on EDGAR · what funds carried these companies at before listing