PHX Minerals Completes Merger as Director Packebush Converts 227K Shares at $4.35

Rhea-AI Filing Summary

Director Steven L. Packebush reported multiple transactions in PHX Minerals stock following the company's merger with WhiteHawk Acquisition. Key transactions include:

• June 4, 2025: Acquired 478 Deferred Stock Units at $4.32 through dividend reinvestment
• June 23, 2025: Acquired 3,183 Deferred Stock Units at $4.35 as director compensation
• June 23, 2025: Tendered 155,645 shares at $4.35 per share in response to WhiteHawk's tender offer
• June 23, 2025: All remaining 71,876 shares (including 55,338 Deferred Stock Units) were converted to cash at $4.35 per share upon merger completion

These transactions were part of WhiteHawk Acquisition's merger with PHX Minerals, which became effective June 23, 2025. The merger agreement resulted in PHX becoming a wholly-owned subsidiary of WhiteHawk, with shareholders receiving $4.35 per share in cash. All restricted shares and Deferred Stock Units were fully vested and converted to cash at the merger price.

Positive

• None.

Negative

• Director Steven L. Packebush's entire position of 227,521 shares was liquidated at $4.35 per share as part of WhiteHawk's acquisition and merger of PHX Minerals, indicating the company is being taken private and public shareholders will no longer have an investment opportunity in PHX

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
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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^*

Packebush Steven L

(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		478(1)	A	$4.32	224,338	D
Common Stock	06/23/2025		A		3,183(2)	A	$4.35	227,521	D
Common Stock	06/23/2025(3)		U		155,645(4)	D	$4.35	71,876	D
Common Stock	06/23/2025(3)		D		71,876(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 55,338 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/ Steven L. Packebush	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What happened to PHX Minerals stock in the WhiteHawk merger on June 23, 2025?

On June 23, 2025, WhiteHawk Merger Sub completed a tender offer for PHX Minerals Inc. at $4.35 per share. Following the tender offer, PHX Minerals merged with WhiteHawk Merger Sub and became a wholly owned subsidiary of WhiteHawk Acquisition, Inc. through a merger under Section 251(h) of Delaware law.

How many PHX shares did Director Steven Packebush tender in the WhiteHawk acquisition?

Director Steven Packebush tendered 155,645 shares of PHX common stock at the offer price of $4.35 per share. Additionally, his remaining 71,876 shares, including restricted shares and Deferred Stock Units, were converted to cash at the same $4.35 per share price upon completion of the merger.

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

Packebush's 55,338 Deferred Stock Units were automatically cancelled and converted into the right to receive cash at $4.35 per unit (without interest and subject to tax withholding) immediately prior to the merger's effective time, as per the Merger Agreement.

What transactions did PHX Director Packebush make before the merger in June 2025?

Before the merger, Packebush acquired 478 Deferred Stock Units on June 4, 2025, through dividend reinvestment at $4.32 per unit, and received 3,183 additional Deferred Stock Units on June 23, 2025, in lieu of cash director's fees at $4.35 per unit.