PHX Minerals Completes WhiteHawk Merger as CEO Stephens Cashes Out Million-Share Stake

Rhea-AI Filing Summary

Chad L. Stephens, Chief Executive Officer and Director of PHX Minerals, reported significant insider transactions related to the company's merger with WhiteHawk Acquisition. On June 23, 2025, following a tender offer completion at $4.35 per share, several key transactions occurred:

• Acquired 581,788 additional performance shares through vesting of restricted stock awards at maximum performance achievement
• Disposed of 653,028 shares through tender to WhiteHawk Merger Sub
• Converted 1,246,688 restricted shares to cash at $4.35 per share as part of the merger agreement

These transactions were part of WhiteHawk Acquisition's merger with PHX Minerals, where Merger Sub merged into PHX, making PHX a wholly-owned subsidiary of WhiteHawk. The merger agreement triggered accelerated vesting of restricted shares at maximum performance levels, with all shares being converted to cash at the $4.35 per share offer price.

Positive

• CEO Chad L. Stephens received a significant payout from the company's acquisition by WhiteHawk at $4.35 per share, with performance shares vesting at maximum level (187.5%)
• The merger transaction provided immediate liquidity for shareholders at a defined price of $4.35 per share

Negative

• The company is being acquired and will no longer exist as an independent public entity
• CEO's substantial share disposition (1,246,688 shares) through the merger indicates the end of independent operations

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^*

STEPHENS CHAD L

(Last) (First) (Middle)

1320 SOUTH UNIVERSITY DRIVE

SUITE 720

(Street)

FORTH 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)

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	06/23/2025(1)		A		581,788(2)	A	$0	1,899,716(3)	D
Common Stock	06/23/2025(1)		U		653,028(4)	D	$4.35	1,246,688(3)	D
Common Stock	06/23/2025(1)		D		1,246,688(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. 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. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.

2. Represents shares of common stock issued on June 23, 2025 (the "Additional Performance Shares") pursuant to a Restricted Stock Award Agreement entered into between the Issuer and the reporting person (the "Award Agreement"). Immediately prior to the effective time of the Merger, the restricted shares granted under the Award Agreement vested assuming achievement of maximum performance. As a result, pursuant to the terms of the Award Agreement, 187.5% of the restricted shares originally granted under the Award Agreement vested at such time, and the Additional Performance Shares, representing the difference between such number of vested shares and the number of restricted shares originally granted under the Award Agreement, were issued to the reporting person.

3. Total number of shares includes restricted shares with vesting based on performance criteria and elapsed time.

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 (assuming achievement of maximum performance, with respect to performance-based restricted shares) 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.

	/s/ Chad L. Stephens	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What was the tender offer price for PHX Minerals stock in the WhiteHawk acquisition?

WhiteHawk Acquisition offered $4.35 per share in cash for PHX Minerals stock, without interest and subject to applicable tax withholding, as part of the tender offer completed on June 23, 2025.

How many PHX shares did CEO Chad Stephens own after the merger transaction?

Following the merger transaction, CEO Chad Stephens owned 0 shares as all his shares were converted to cash at $4.35 per share. Prior to the tender offer and merger, he had beneficially owned 1,899,716 shares, which were all converted as part of the transaction.

How many additional performance shares did PHX CEO receive before the merger?

CEO Chad Stephens received 581,788 additional performance shares on June 23, 2025, which were issued pursuant to his Restricted Stock Award Agreement. These shares vested at 187.5% of the original grant amount due to achieving maximum performance criteria immediately prior to the merger.

How many PHX shares did Chad Stephens tender in the WhiteHawk acquisition?

Chad Stephens tendered 653,028 shares to WhiteHawk Merger Sub pursuant to the tender offer on June 23, 2025.

What happened to PHX restricted shares during the WhiteHawk merger?

Immediately prior to the merger, all restricted shares vested in full (with performance-based shares vesting at maximum performance levels), became free of restrictions, and were automatically converted into the right to receive $4.35 per share in cash, subject to tax withholding.