[Form 4] PhenixFIN Corporation 5.25% Notes due 2028 Insider Trading Activity

Rhea-AI Filing Summary

On 06/18/2025 PhenixFIN Corp. (PFX) filed a Form 4 disclosing that its Chairman, CEO, Director and 10% owner David A. Lorber executed two open-market purchases of common stock.

• 06/16/2025: 700 shares at a weighted-average price of $47.91 (range $47.85–$47.92).
• 06/18/2025: 300 shares at a weighted-average price of $49.56 (range $49.15–$49.77).

No shares were sold, and no transactions were conducted under a Rule 10b5-1 trading plan (code “P” denotes open-market purchase). After the trades Lorber’s direct ownership increased to 143,145 shares. He also reports 3,378 shares held in his spouse’s IRA and 81,662.416 shares held indirectly via FrontFour Master Fund, Ltd., where he is a managing member; total reported beneficial interest now exceeds 228 thousand shares.

No derivative securities were acquired or disposed of, and the filing contains the standard undertakings and footnotes clarifying the weighted-average pricing and indirect ownership arrangements.

Positive

• Insider confidence: Chairman & CEO David A. Lorber bought 1,000 shares on 06/16 and 06/18, raising direct holdings to 143,145 shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: CEO’s $48k open-market purchase lifts direct stake to 143k shares; modest size but positive alignment with shareholders.

The purchase totalling 1,000 shares (≈ US$48k) is small relative to PhenixFIN’s market cap yet indicates incremental insider confidence, especially as no sales were reported. Lorber already holds a significant stake, so the added shares marginally increase his skin-in-the-game and can improve market sentiment. Absence of derivative transactions suggests straightforward equity conviction. Financial impact is immaterial to cash flows but noteworthy for signalling.

Corporate Governance Expert

TL;DR: Insider purchase by dual Chairman/CEO enhances governance optics, reinforces alignment, no red flags detected.

Insiders buying, rather than selling, typically scores well on governance checklists. Lorber controls >10 % of voting power and this filing adds transparency to his accumulation. The purchase was not executed under a pre-arranged 10b5-1 plan, implying discretionary intent. No complex derivatives or related-party transactions were reported, and indirect holdings are fully footnoted, mitigating opacity risks. Overall governance signal is constructive.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lorber David A

(Last) (First) (Middle)

445 PARK AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PhenixFIN Corp [ PFX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
COMMON STOCK	06/16/2025		P		700	A	$47.91(1)	142,845	D
COMMON STOCK	06/18/2025		P		300	A	$49.56(2)	143,145	D
COMMON STOCK								3,378	I	By spouse(3)
COMMON STOCK								81,662.416	I	By FrontFour Master Fund, Ltd.(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $47.85 to $47.92, inclusive. The reporting person undertakes to provide to PhenixFIN Corporation, any security holder of PhenixFIN Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $49.15 to $49.77, inclusive. The reporting person undertakes to provide to PhenixFIN Corporation, any security holder of PhenixFIN Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. Shares held in David A. Lorber's spouse's individual retirement account.

4. Shares owned directly by FrontFour Master Fund, Ltd. ("FrontFour Master Fund") and indirectly by David A. Lorber by virtue of his position as a managing member and principal owner of the investment manager of FrontFour Master Fund. Mr. Lorber disclaims beneficial ownership of the shares owned directly by FrontFour Master Fund except to the extent of his pecuniary interest therein.

	/s/ David A. Lorber	06/18/2025
	** Signature of Reporting Person	Date
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.

FAQ

How many PFX shares did CEO David A. Lorber purchase in the June 2025 Form 4?

He bought 1,000 common shares—700 on 06/16/2025 and 300 on 06/18/2025.

What was the weighted-average price of the 06/16/2025 purchase?

The weighted-average price was $47.91 per share.

What is Lorber’s total direct ownership after these transactions?

His direct holdings stand at 143,145 common shares.

Were any shares sold by the insider in this filing?

No. All reported transactions were purchases; no sales occurred.

Did the filing indicate use of a Rule 10b5-1 trading plan?

The filing shows the Rule 10b5-1 box unchecked, indicating no pre-arranged plan was used.