PHX Minerals Completes WhiteHawk Acquisition as Insider Shares Convert to Cash

Rhea-AI Filing Summary

PHX Minerals insider Chad True, Principal Accounting Officer, reported significant stock transactions related to the company's merger with WhiteHawk Acquisition. On June 23, 2025, the following key transactions occurred:

• Received 35,914 additional performance shares at $0 through a Restricted Stock Award Agreement vesting at 187.5% of original grant due to merger
• Tendered 26,812 shares to WhiteHawk Merger Sub at $4.35 per share
• Converted 118,003 restricted shares to cash at $4.35 per share as part of merger agreement

These transactions were part of WhiteHawk's acquisition of PHX Minerals through a tender offer and subsequent merger, where WhiteHawk Merger Sub merged with PHX Minerals at $4.35 per share. The merger agreement triggered accelerated vesting of restricted shares at maximum performance levels, with all shares being converted to cash consideration.

Positive

• None.

Negative

• Company being acquired and taken private through merger with WhiteHawk at $4.35 per share, resulting in delisting from public markets
• Principal Accounting Officer Chad True's position will be terminated following merger completion, with all restricted shares being converted to cash at the merger price

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider True Chad

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	35,914	$0.00	--
U	Common Stock	26,812	$4.35	$117K
Disposition	Common Stock	118,003	$4.35	$513K

Holdings After Transaction: Common Stock — 144,815 shares (Direct)

Footnotes (1)

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

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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^*

True Chad

(Last) (First) (Middle)

1601 NW EXPRESSWAY UNIVERSITY DRIVE

SUITE 1100

(Street)

OKLAHOMA CITY OK 73118

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Principal Accounting 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		35,914(2)	A	$0	144,815(3)	D
Common Stock	06/23/2025(1)		U		26,812(4)	D	$4.35	118,003(3)	D
Common Stock	06/23/2025(1)		D		118,003(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 D. True	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 tender offer price per share for PHX Minerals (PHX) in the WhiteHawk acquisition?

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

How many PHX shares did Chad True own after the reported transactions on June 23, 2025?

Following the final reported transaction on June 23, 2025, Chad True owned 0 shares of PHX Minerals, as all shares were cancelled and converted into the right to receive cash payment as part of the merger agreement.

What happened to PHX's restricted stock awards during the WhiteHawk merger?

Immediately prior to the merger, all restricted shares vested in full (with performance-based shares vesting at maximum performance level of 187.5%). The shares were then automatically cancelled and converted into the right to receive $4.35 per share in cash.

Who was Chad True's role at PHX Minerals?

Chad True served as the Principal Accounting Officer at PHX Minerals Inc., as indicated in the Form 4 filing under the relationship of reporting person to issuer section.

How many additional performance shares did Chad True receive in the PHX merger?

Chad True received 35,914 additional performance shares on June 23, 2025, representing the difference between the maximum performance vesting (187.5%) and the original restricted shares granted under the Award Agreement.