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PHX Minerals Goes Private as Director Behrman Cashes Out $787K in Merger

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Director Mark T. Behrman reported multiple transactions in PHX Minerals stock related to a significant merger event. Key transactions include:

  • Acquisition of 1,467 Deferred Stock Units on 06/04/2025 at $4.32 through dividend reinvestment
  • Acquisition of 4,509 Deferred Stock Units on 06/23/2025 at $4.35 as director compensation
  • Disposition of 173,704 common shares tendered at $4.35 per share
  • Cancellation of 180,910 shares (including 164,371 Deferred Stock Units) at $4.35 per share

These transactions were part of PHX Minerals' merger with WhiteHawk Acquisition, where Merger Sub completed a tender offer at $4.35 per share. The merger resulted in PHX Minerals becoming a wholly owned subsidiary of WhiteHawk. All restricted shares and Deferred Stock Units were fully vested and converted to cash at the merger price.

Positive

  • None.

Negative

  • Director Mark T. Behrman's entire position of 180,910 shares was disposed of at $4.35 per share as part of a completed merger transaction with WhiteHawk Acquisition, Inc., indicating the company is being taken private
Insider BEHRMAN MARK T
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 4,509 $4.35 $20K
U Common Stock 173,704 $4.35 $756K
Disposition Common Stock 180,910 $4.35 $787K
Grant/Award Common Stock 1,467 $4.32 $6K
Holdings After Transaction: Common Stock — 354,614 shares (Direct)
Footnotes (1)
  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. Represents Deferred Stock Units credited to the reporting person's account in lieu of cash for director's fees pursuant to the Director Deferred Compensation Plan. 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 164,371 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 →
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
X
 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*
BEHRMAN MARK T
(Last) (First) (Middle)
1320 SOUTH UNIVERSITY DRIVE
SUITE 720
(Street)
FORT WORTH TX 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)
Code V Amount (A) or (D) Price
Common Stock 06/04/2025 A 1,467(1) A $4.32 350,105 D
Common Stock 06/23/2025 A 4,509(2) A $4.35 354,614 D
Common Stock 06/23/2025(3) U 173,704(4) D $4.35 180,910 D
Common Stock 06/23/2025(3) D 180,910(5)(6) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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. Represents Deferred Stock Units credited to the reporting person's account in lieu of cash for director's fees pursuant to the Director Deferred Compensation Plan.
3. 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.
4. Represents shares of common stock tendered to Merger Sub pursuant to the Offer.
5. 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.
6. Includes 164,371 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/ Mark T. Behrman 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 was the acquisition price per share for PHX Minerals in the 2025 merger?

WhiteHawk Acquisition Inc. acquired PHX Minerals at $4.35 per share in cash through a tender offer completed on June 23, 2025, followed by a merger where PHX became a wholly owned subsidiary of WhiteHawk.

How many PHX shares did Director Mark Behrman tender in the 2025 acquisition?

Director Mark Behrman tendered 173,704 shares of PHX common stock to WhiteHawk Merger Sub pursuant to the tender offer at $4.35 per share. Additionally, his 180,910 remaining shares, including restricted shares and Deferred Stock Units, were converted to cash as part of the merger.

How many Deferred Stock Units did PHX Director Behrman receive before the merger?

Prior to the merger, Director Behrman received two allocations of Deferred Stock Units: 1,467 units on June 4, 2025, from dividend reinvestment, and 4,509 units on June 23, 2025, in lieu of cash director fees. These units were later converted to cash at $4.35 per share during the merger.

When did PHX Minerals announce its merger agreement with WhiteHawk?

PHX Minerals entered into an Agreement and Plan of Merger with WhiteHawk Acquisition Inc. and WhiteHawk Merger Sub Inc. on May 8, 2025, with the transaction completing on June 23, 2025.