PHX Minerals Executive Stock Holdings Liquidated as WhiteHawk Acquisition Closes
Filing Impact
Filing Sentiment
Form Type
4
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
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
D'Amico Raphael
Role
EVP - CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 179,748 | $0.00 | -- |
| U | Common Stock | 312,164 | $4.35 | $1.36M |
| Disposition | Common Stock | 453,649 | $4.35 | $1.97M |
Holdings After Transaction:
Common Stock — 765,813 shares (Direct)
Footnotes (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.
