[Form 4] PHX Minerals Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 07/21/2025, Rohit Grover, President, International of The Hershey Company (HSY), sold 1,334 common shares at an average price of $180 per share. The sale was made under a Rule 10b5-1 trading plan adopted on 02/25/2025. After the transaction, Grover directly owns 38,068 HSY shares.

No derivative securities were reported and there were no accompanying acquisitions. The disposition represents roughly 3.4% of Grover’s prior direct holdings and is modest relative to his remaining stake. While the filing is routine and does not reflect company fundamentals, investors often monitor insider activity as a sentiment gauge.

Positive

• None.

Negative

• Insider sale may be read as a mild bearish signal despite limited size

Insights

Securities Analyst

TL;DR: Small insider sale; minimal impact on HSY fundamentals.

The $240k sale represents a low-single-digit fraction of Grover’s position and less than 0.02% of HSY’s market cap. Executed through a pre-arranged 10b5-1 plan, it is unlikely to signal adverse internal views. Insider ownership remains significant at ~38k shares, preserving alignment with shareholders. I view the event as neutral to sentiment and valuation.

Corporate Governance Expert

TL;DR: Governance-compliant trade under 10b5-1; no red flags.

The use of an established 10b5-1 plan limits informational asymmetry concerns. Filing timeliness and disclosure detail meet Section 16 requirements. Given the small size and clear compliance, the trade poses no governance or control risk. Ongoing insider retention supports continued stewardship incentives.

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).

1. Name and Address of Reporting Person^*

PINKERTON JOHN H

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2025

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	06/04/2025		A		149(1)	A	$4.32	126,316	D
Common Stock	06/23/2025(2)		U		93,486(3)	D	$4.35	32,830	D
Common Stock	06/23/2025(2)		D		32,830(4)(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. Represents Deferred Stock Units credited to the reporting person's account as a result of the reinvestment of dividends on the Deferred Stock Units previously credited to the reporting person's account pursuant to the PHX Minerals Inc. Deferred Compensation Plan for Non-Employee Directors (the "Director Deferred Compensation Plan"). Each Deferred Stock Unit is the economic equivalent of one share of common stock of the Issuer. The Deferred Stock Units become payable solely in common stock upon the reporting person's termination of service as a director or death or upon the effectiveness of a change of control of the Issuer.

2. 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.

3. Represents shares of common stock tendered to Merger Sub pursuant to the Offer.

4. 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, 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.

5. Includes 16,291 Deferred Stock Units previously credited to the reporting person's account pursuant to the Director Deferred Compensation Plan. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the Deferred Stock Units held by the reporting person 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/ John H. Pinkerton	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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FAQ

How many HSY shares did Rohit Grover sell?

1,334 shares were sold on 07/21/2025.

At what price were the HSY shares sold?

The reported sale price was $180 per share.

How many HSY shares does Grover still own after the sale?

He directly owns 38,068 shares following the transaction.

Was the transaction part of a pre-planned program?

Yes, it was executed under a Rule 10b5-1 plan adopted on 02/25/2025.

Does this Form 4 filing indicate any company-level financial changes for HSY?

No, the filing only discloses an individual insider transaction and does not affect Hershey’s financials.