PHX Minerals Completes Merger as Director Brown Cashes Out $740K Position

Rhea-AI Filing Summary

PHX Minerals Director Glen A. Brown reported significant changes in beneficial ownership following the company's merger with WhiteHawk Acquisition. The transactions occurred in June 2025 and included:

• Acquisition of 480 Deferred Stock Units on June 4, 2025, at $4.32 per unit through dividend reinvestment
• Tender of 86,250 common shares at $4.35 per share on June 23, 2025, as part of WhiteHawk's tender offer
• Disposition of 84,282 shares (including 52,320 Deferred Stock Units) at $4.35 per share due to merger completion

These transactions were part of WhiteHawk Acquisition's merger with PHX Minerals, where Merger Sub completed a tender offer at $4.35 per share. Following the merger, PHX Minerals became a wholly owned subsidiary of WhiteHawk, with all restricted shares and Deferred Stock Units converting to cash at the merger price. The reporting person's final beneficial ownership was reduced to 0 shares.

Positive

• None.

Negative

• Director Glen A. Brown's entire position of 84,282 shares was disposed of at $4.35 per share as part of a merger transaction, indicating the company is being acquired and will no longer be independently traded

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Brown Glen A

Role Director

Type	Security	Shares	Price	Value
U	Common Stock	86,250	$4.35	$375K
Disposition	Common Stock	84,282	$4.35	$367K
Grant/Award	Common Stock	480	$4.32	$2K

Holdings After Transaction: Common Stock — 84,282 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. 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 52,320 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^*

Brown Glen A

(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		480(1)	A	$4.32	170,532	D
Common Stock	06/23/2025(2)		U		86,250(3)	D	$4.35	84,282	D
Common Stock	06/23/2025(2)		D		84,282(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)
				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. 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 52,320 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/ Glen A. Brown	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.
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

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, without interest and subject to applicable tax withholding, through a tender offer that completed on June 23, 2025.

How many PHX shares did Director Glen Brown tender in the WhiteHawk merger?

Director Glen Brown tendered 86,250 shares of PHX common stock to WhiteHawk Merger Sub pursuant to the tender offer on June 23, 2025.

What happened to PHX Director Glen Brown's Deferred Stock Units in the merger?

52,320 Deferred Stock Units held by Glen Brown were automatically cancelled and converted into the right to receive cash at $4.35 per unit as part of the merger agreement, subject to applicable tax withholding.

How many Deferred Stock Units did PHX Director Brown receive from dividend reinvestment?

Director Glen Brown received 480 Deferred Stock Units on June 4, 2025, credited to his account as a result of dividend reinvestment under the PHX Minerals Inc. Deferred Compensation Plan for Non-Employee Directors.

When did PHX Minerals announce the merger agreement with WhiteHawk?

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