[Form 4] PHX Minerals Inc. Insider Trading Activity

Rhea-AI Filing Summary

PHX Minerals EVP-CFO Raphael D'Amico 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 179,748 additional performance shares through vesting of restricted stock awards at maximum performance achievement
• Tendered 312,164 shares to WhiteHawk Merger Sub as part of the tender offer
• Disposed of 453,649 remaining restricted shares, which vested and converted to cash at $4.35 per share

These transactions were part of WhiteHawk's acquisition of PHX Minerals, where Merger Sub merged with PHX, making it a wholly-owned subsidiary of WhiteHawk Parent. The merger agreement triggered accelerated vesting of restricted shares at maximum performance levels, with all shares being converted to cash consideration.

Positive

• None.

Negative

• CFO Raphael D'Amico's position terminated following WhiteHawk's acquisition of PHX Minerals at $4.35 per share, with all restricted shares being converted to cash as part of the merger transaction

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^*

D'Amico Raphael

(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)

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

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		179,748(2)	A	$0	765,813(3)	D
Common Stock	06/23/2025(1)		U		312,164(4)	D	$4.35	453,649(3)	D
Common Stock	06/23/2025(1)		D		453,649(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/ Raphael D'Amico	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 happened to PHX Minerals (PHX) shares in the WhiteHawk merger on June 23, 2025?

On June 23, 2025, WhiteHawk Merger Sub completed a tender offer for PHX Minerals shares 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. All outstanding shares were converted to cash at the $4.35 per share price.

How many PHX shares did CFO Raphael D'Amico receive in performance shares before the merger?

CFO Raphael D'Amico received 179,748 additional performance shares on June 23, 2025, representing the maximum achievement level (187.5%) of his Restricted Stock Award Agreement that vested immediately prior to the merger.

How many PHX shares did CFO D'Amico tender in the WhiteHawk acquisition?

According to the Form 4, CFO Raphael D'Amico tendered 312,164 shares of PHX common stock to WhiteHawk Merger Sub at the offer price of $4.35 per share.

What happened to PHX restricted shares during the WhiteHawk merger?

Immediately prior to the merger, all restricted shares held by executives (including performance-based shares) vested in full at maximum performance levels and were automatically converted into the right to receive $4.35 per share in cash, subject to tax withholding.