PHX Minerals Goes Private as WhiteHawk Takes Control in Strategic Merger

Rhea-AI Filing Summary

WhiteHawk Income Corp and its subsidiaries completed a significant merger transaction with PHX Minerals on June 23, 2025, as reported in this Form 4 filing. The merger was executed according to the Agreement and Plan of Merger dated May 8, 2025.

Key transaction details:

• WhiteHawk Merger Sub merged with PHX Minerals at $4.35 per share in cash
• WhiteHawk acquired 36,522,010 shares through the merger transaction
• WhiteHawk LP tendered 946,606 shares as part of the purchase offer
• PHX Minerals survives as a subsidiary of WhiteHawk Acquisition, which is a subsidiary of WhiteHawk Income Corp

The filing was signed by Jeffrey Slotterback (CFO of WhiteHawk Income Corp and President of merger entities) and Daniel Herz, who serves as President, CEO, and Managing Member of WhiteHawk LP's general partner's sole member.

Positive

• None.

Negative

• WhiteHawk LP tendered 946,606 shares of PHX Minerals common stock at $4.35 per share as part of a merger transaction, signaling a significant ownership change

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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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^*

WhiteHawk Income Corp

(Last) (First) (Middle)

2000 MARKET ST, SUITE 910

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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

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

	Form filed by One Reporting Person
X	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(1)	06/23/2025		J(1)		36,522,010	A	$4.35(1)	100(1)	D
Common Stock(2)	06/23/2025		U(2)		946,606	D	$4.35(2)	0(2)	I	See footnote(2)

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

1. Name and Address of Reporting Person^*

WhiteHawk Income Corp

(Last) (First) (Middle)

2000 MARKET ST, SUITE 910

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Herz Daniel C

(Last) (First) (Middle)

2000 MARKET ST, SUITE 910

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WhiteHawk Merger Sub, Inc.

(Last) (First) (Middle)

2000 MARKET ST, SUITE 910

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WhiteHawk Acquisition, Inc.

(Last) (First) (Middle)

2000 MARKET ST, SUITE 910

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On June 23, 2025, WhiteHawk Income Corporation ("WHIC") and WhiteHawk Acquisition, Inc. ("Parent") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of May 8, 2025 (the "Merger Agreement") by and among PHX Minerals Inc. (the "Issuer"), Parent, and WhiteHawk Merger Sub, Inc. ("Purchaser"). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Corporation") as a subsidiary of Parent, a subsidiary of WHIC. At the effective time of the Merger, 100 outstanding shares of common stock of Purchaser were converted into and became 100 shares of the Surviving Corporation.

2. WhiteHawk - Equity Holdings, LP ("WhiteHawk LP") tendered 946,606 shares of common stock into Purchaser's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01666 per share , of the Issuer at a purchase price of $4.35 per share, net to the seller in cash, without interest thereon and subject to any applicable tax withholding, upon the terms and subject to the conditions of the Offer to Purchase, dated May 22, 2025, and the related Letter of Transmittal. Mr. Herz is the President, Chief Executive Officer, and Managing Member of the sole member of the general partner of WhiteHawk LP.

	/s/ Jeffrey Slotterback, Chief Financial Officer, WhiteHawk Income Corporation	06/23/2025
	/s/ Daniel Herz	06/23/2025
	/s/ Jeffrey Slotterback, President, WhiteHawk Merger Sub, Inc.	06/23/2025
	/s/ Jeffrey Slotterback, President, WhiteHawk Acquisition, Inc.	06/23/2025
	** Signature of Reporting Person	Date
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FAQ

What was the acquisition price per share for PHX Minerals (PHX)?

WhiteHawk Merger Sub purchased PHX Minerals shares at $4.35 per share in cash, without interest and subject to applicable tax withholding, as part of the merger agreement dated May 8, 2025.

Who acquired PHX Minerals in the June 2025 merger?

WhiteHawk Income Corporation (WHIC) acquired PHX Minerals through its subsidiaries WhiteHawk Acquisition, Inc. (Parent) and WhiteHawk Merger Sub, Inc. The merger was completed on June 23, 2025, with PHX surviving as a subsidiary of WhiteHawk Acquisition.

How many PHX shares did WhiteHawk LP tender in the acquisition?

WhiteHawk - Equity Holdings, LP (WhiteHawk LP) tendered 946,606 shares of PHX common stock into WhiteHawk Merger Sub's offer to purchase.

Who are the key executives involved in PHX's acquisition by WhiteHawk?

The key executives involved include Daniel Herz, who serves as President, CEO, and Managing Member of WhiteHawk LP's general partner's sole member, and Jeffrey Slotterback, who serves as CFO of WhiteHawk Income Corporation and President of both WhiteHawk Merger Sub and WhiteHawk Acquisition.

When was the merger agreement for PHX Minerals signed?

The Agreement and Plan of Merger was signed on May 8, 2025, with the transaction completing on June 23, 2025.