Phx Minerals Inc SEC Filings

PHX Minerals has filed Form 25-NSE to notify its removal from listing and/or registration on the New York Stock Exchange (NYSE). The delisting affects the company's Class A Common Stock. The notification was filed on June 28, 2025, with the actual delisting process initiated on June 23, 2025.

The company, headquartered at 1320 South University Drive, Fort Worth, Texas, is proceeding with this delisting action in accordance with SEC regulations. The form was certified by NYSE representative Anthony Sozzi, Market Watch Analyst, confirming the exchange has reasonable grounds for the delisting action.

This regulatory filing is significant for investors as it indicates PHX Minerals' securities will no longer be traded on the NYSE. The delisting process complies with SEC requirements under Section 12(b) of the Securities Exchange Act of 1934.

PHX Minerals has filed a Form 25 with the SEC, notifying the removal of its Class A Common Stock from listing and registration on the New York Stock Exchange (NYSE). The delisting notification was filed on June 28, 2025, with the actual certification dated June 23, 2025.

The company, headquartered at 1320 South University Drive, Fort Worth, Texas, is proceeding with this delisting action under SEC rules. The filing was certified by NYSE representative Anthony Sozzi, Market Watch Analyst, confirming the exchange's compliance with applicable rules for delisting procedures.

This Form 25 filing is significant as it indicates PHX Minerals will no longer be traded on the NYSE, which could impact stock liquidity and trading accessibility for investors. The company's Commission File Number is 001-31759.

WhiteHawk Income Corp and its subsidiaries completed a significant merger transaction with PHX Minerals on June 23, 2025, as reported in this Form 4 filing. The merger was executed according to the Agreement and Plan of Merger dated May 8, 2025.

Key transaction details:

• WhiteHawk Merger Sub merged with PHX Minerals at $4.35 per share in cash
• WhiteHawk acquired 36,522,010 shares through the merger transaction
• WhiteHawk LP tendered 946,606 shares as part of the purchase offer
• PHX Minerals survives as a subsidiary of WhiteHawk Acquisition, which is a subsidiary of WhiteHawk Income Corp

The filing was signed by Jeffrey Slotterback (CFO of WhiteHawk Income Corp and President of merger entities) and Daniel Herz, who serves as President, CEO, and Managing Member of WhiteHawk LP's general partner's sole member.

WhiteHawk Income Corporation and related entities have completed their acquisition of PHX Minerals through a merger transaction that occurred on June 23, 2025. The merger was executed according to the previously announced Agreement and Plan of Merger dated May 8, 2025.

Key transaction details:

• WhiteHawk Merger Sub merged with PHX Minerals, with PHX surviving as a subsidiary of WhiteHawk Income Corporation
• All outstanding shares were converted to cash at the Offer Price, except for certain excluded shares
• PHX Minerals stock (NYSE: PHX) has ceased trading and is being delisted
• The entire Board of Directors resigned and was replaced by Jeffrey Slotterback as sole director
• WhiteHawk and Daniel Herz now beneficially own 100% of PHX Minerals shares with shared voting and dispositive power

This Schedule 13D/A filing reflects the completion of the merger transaction and the resulting changes in ownership and corporate governance structure.

Post-Effective Amendments to Form S-8 Registration Statements were filed on 23 June 2025 by PHX Minerals Inc. ("PHX") to deregister shares that were previously available under three equity incentive plans:

• Reg. No. 333-245670: 230,677 shares issued and 300,235 shares reserved under the 2010 Restricted Stock Plan.
• Reg. No. 333-261627: 2,500,000 shares reserved under the 2021 Long-Term Incentive Plan.
• Reg. No. 333-273801: 2,400,000 shares reserved under the Amended & Restated 2021 Long-Term Incentive Plan.

The amendments remove from registration any shares that remain unsold following the consummation of a merger executed under the Agreement and Plan of Merger dated 8 May 2025. In that transaction, WhiteHawk Merger Sub, Inc. merged with and into PHX, leaving PHX as a wholly owned subsidiary of WhiteHawk Acquisition, Inc. ("Parent").

Because the merger has closed, PHX has terminated all equity offerings pursuant to the referenced S-8 registration statements and is formally ending their effectiveness in accordance with its undertaking under the Securities Act of 1933. The filing is signed by Chief Financial Officer and Secretary Jeffrey Slotterback; Rule 478 relieves any additional signatories.

PHX Minerals has filed post-effective amendments to deregister unsold securities from multiple Form S-3 Registration Statements following its merger with WhiteHawk Acquisition. The affected registrations include:

• Registration No. 333-277864: Filed March 2024, covering up to $100 million in various securities including common stock, preferred stock, debt securities, and warrants
• Registration No. 333-262165: Filed January 2022, for resale of 1,519,481 common shares
• Registration No. 333-260531: Filed October 2021, for resale of 2,349,207 common shares
• Registration No. 333-256496: Filed May 2021, for resale of 1,200,000 common shares

This deregistration follows the May 8, 2025 merger agreement where WhiteHawk Merger Sub merged with PHX Minerals, with PHX surviving as a wholly owned subsidiary of WhiteHawk Acquisition. The company has terminated all offerings under these registrations and is removing any unsold securities from registration.

PHX Minerals has filed post-effective amendments to deregister unsold securities from multiple Form S-3 Registration Statements following its merger with WhiteHawk Acquisition. The affected registrations include:

• Registration No. 333-277864: Filed March 2024, covering up to $100 million in various securities including common stock, preferred stock, debt securities, and warrants
• Registration No. 333-262165: Filed January 2022, for resale of 1,519,481 common shares
• Registration No. 333-260531: Filed October 2021, for resale of 2,349,207 common shares
• Registration No. 333-256496: Filed May 2021, for resale of 1,200,000 common shares

This deregistration follows the May 8, 2025 merger agreement where WhiteHawk Merger Sub merged with PHX Minerals, with PHX surviving as a wholly owned subsidiary of WhiteHawk Acquisition. The company, classified as a non-accelerated filer and smaller reporting company, is terminating all offerings under these registrations.