WhiteHawk Energy Takes Over PHX Minerals as Director Converts Holdings in Buyout

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PHX Minerals Director Lee M. Canaan reported multiple transactions related to the company's merger with WhiteHawk Acquisition. On June 4, 2025, Canaan acquired 73 Deferred Stock Units at $4.32 through dividend reinvestment, bringing total holdings to 138,651 shares.

Following WhiteHawk's tender offer completion on June 23, 2025, at $4.35 per share, Canaan:

Tendered 79,271 common shares
Had 59,380 restricted shares vest and convert to cash
Had 7,933 Deferred Stock Units convert to cash

These transactions were part of WhiteHawk's acquisition of PHX Minerals, where Merger Sub merged with PHX, making it a wholly-owned subsidiary of WhiteHawk Parent. All of Canaan's equity holdings were converted to cash at the merger price of $4.35 per share, subject to tax withholding.

Positive

None.

Negative

Company is being acquired by WhiteHawk Acquisition Inc. through a completed tender offer at $4.35 per share, resulting in PHX Minerals becoming a private company
Director Lee M. Canaan's entire position of 59,380 shares was tendered and converted to cash at $4.35 per share as part of the merger transaction

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CANAAN LEE M

Role Director

Type	Security	Shares	Price	Value
U	Common Stock	79,271	$4.35	$345K
Disposition	Common Stock	59,380	$4.35	$258K
Grant/Award	Common Stock	73	$4.32	$315.36

Holdings After Transaction: Common Stock — 59,380 shares (Direct)

Footnotes (1)

Represents Deferred Stock Units credited to the reporting person's account as a result of the reinvestment of dividends on the Deferred Stock Units previously credited to the reporting person's account pursuant to the PHX Minerals Inc. Deferred Compensation Plan for Non-Employee Directors (the "Director Deferred Compensation Plan"). Each Deferred Stock Unit is the economic equivalent of one share of common stock of the Issuer. The Deferred Stock Units become payable solely in common stock upon the reporting person's termination of service as a director or death or upon the effectiveness of a change of control of the Issuer. On May 8, 2025, PHX Minerals Inc. (the "Issuer") entered into an Agreement and Plan of Merger with the WhiteHawk Acquisition, Inc., a Delaware corporation (the "Parent"), and WhiteHawk Merger Sub, Inc., a Delaware corporation (the "Merger Sub") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 23, 2025, Merger Sub completed a tender offer (the "Offer") pursuant to the terms of the Merger Agreement for the outstanding shares of common stock of the Issuer for an offer price of $4.35 per share, without interest and subject to applicable tax withholding (the "Offer Price"). Thereafter, Merger Sub merged with and into the Issuer (the "Merger") pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of the Parent. Represents shares of common stock tendered to Merger Sub pursuant to the Offer. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the restricted shares held by the reporting person vested in full, became free of restrictions and were automatically cancelled and converted into the right to receive an amount in cash equal to $4.35 per share, without interest and subject to applicable tax withholding. Includes 7,933 Deferred Stock Units previously credited to the reporting person's account pursuant to the Director Deferred Compensation Plan. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the Deferred Stock Units held by the reporting person were automatically cancelled and converted into the right to receive an amount in cash equal to $4.35 per share, without interest and subject to applicable tax withholding.

Form 4 Insider Transactions: What Each Field Means →

06/23/2025 - 08:36 PM

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^*

CANAAN LEE M

(Last)

(First)

(Middle)

1320 SOUTH UNIVERSITY DRIVE

SUITE 720

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHX MINERALS INC. [ PHX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2025		A		73⁽¹⁾	A	$4.32	138,651	D
Common Stock	06/23/2025⁽²⁾		U		79,271⁽³⁾	D	$4.35	59,380	D
Common Stock	06/23/2025⁽²⁾		D		59,380⁽⁴⁾⁽⁵⁾	D	$4.35	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents Deferred Stock Units credited to the reporting person's account as a result of the reinvestment of dividends on the Deferred Stock Units previously credited to the reporting person's account pursuant to the PHX Minerals Inc. Deferred Compensation Plan for Non-Employee Directors (the "Director Deferred Compensation Plan"). Each Deferred Stock Unit is the economic equivalent of one share of common stock of the Issuer. The Deferred Stock Units become payable solely in common stock upon the reporting person's termination of service as a director or death or upon the effectiveness of a change of control of the Issuer.

2. On May 8, 2025, PHX Minerals Inc. (the "Issuer") entered into an Agreement and Plan of Merger with the WhiteHawk Acquisition, Inc., a Delaware corporation (the "Parent"), and WhiteHawk Merger Sub, Inc., a Delaware corporation (the "Merger Sub") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 23, 2025, Merger Sub completed a tender offer (the "Offer") pursuant to the terms of the Merger Agreement for the outstanding shares of common stock of the Issuer for an offer price of $4.35 per share, without interest and subject to applicable tax withholding (the "Offer Price"). Thereafter, Merger Sub merged with and into the Issuer (the "Merger") pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of the Parent.

3. Represents shares of common stock tendered to Merger Sub pursuant to the Offer.

4. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the restricted shares held by the reporting person vested in full, became free of restrictions and were automatically cancelled and converted into the right to receive an amount in cash equal to $4.35 per share, without interest and subject to applicable tax withholding.

5. Includes 7,933 Deferred Stock Units previously credited to the reporting person's account pursuant to the Director Deferred Compensation Plan. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the Deferred Stock Units held by the reporting person were automatically cancelled and converted into the right to receive an amount in cash equal to $4.35 per share, without interest and subject to applicable tax withholding.

	/s/ Lee M. Canaan	06/23/2025
	** 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.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider trading activity occurred for PHX Minerals (PHX) on June 23, 2025?

Director Lee M. Canaan disposed of 59,380 shares of PHX common stock at $4.35 per share as part of a merger transaction. This included the tender of 79,271 shares to WhiteHawk Merger Sub and the conversion of restricted shares and Deferred Stock Units into cash payments.

What was the acquisition price in the WhiteHawk merger deal for PHX Minerals?

WhiteHawk Acquisition acquired PHX Minerals for $4.35 per share in cash through its merger subsidiary, WhiteHawk Merger Sub. The transaction was completed on June 23, 2025, following a successful tender offer at the same price per share.

How many Deferred Stock Units did PHX Director Lee Canaan receive on June 4, 2025?

Lee Canaan received 73 Deferred Stock Units on June 4, 2025, at a price of $4.32 per unit. These units were credited to the director's account as a result of dividend reinvestment under PHX's Deferred Compensation Plan for Non-Employee Directors.

What happened to PHX insiders' restricted shares and Deferred Stock Units in the WhiteHawk merger?

According to the Merger Agreement, immediately prior to the merger's effective time, all restricted shares and Deferred Stock Units held by insiders vested fully, were cancelled, and converted into the right to receive $4.35 per share in cash, subject to applicable tax withholding.