Phx Minerals Inc SEC Filings

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 Inc. filed Post-Effective Amendment No. 1 to three previously effective Form S-8 registration statements (Nos. 333-245670, 333-261627 and 333-273801). The filing deregisters all unsold shares of PHX common stock that had been reserved for issuance under the company’s 2010 Restricted Stock Plan, 2021 Long-Term Incentive Plan and Amended & Restated 2021 Long-Term Incentive Plan. The total share amounts originally registered were 230,677, 2,500,000 and 2,400,000, respectively.

The amendments follow the consummation of the Merger on 23 June 2025, in which WhiteHawk Merger Sub, Inc. merged with and into PHX Minerals, making PHX a wholly owned subsidiary of WhiteHawk Acquisition, Inc. As a result, PHX has terminated all offerings and sales under the three S-8 registration statements and is formally removing any remaining unsold securities from registration, thereby ending the effectiveness of each statement.

This is an administrative filing required under undertakings in the original S-8s and does not contain new financial results or operational disclosures.

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.

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: $100 million aggregate offering of common stock, preferred stock, debt securities, warrants, depositary shares, and rights
• Registration No. 333-262165: 1,519,481 shares of common stock for resale
• Registration No. 333-260531: 2,349,207 shares of common stock for resale
• Registration No. 333-256496: 1,200,000 shares of common stock for resale

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, identified as a non-accelerated filer and smaller reporting company, has terminated all offerings under these registrations and is withdrawing all 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: Up to $100 million in various securities including common stock, preferred stock, debt securities, and warrants
• Registration No. 333-262165: 1,519,481 shares of common stock for resale
• Registration No. 333-260531: 2,349,207 shares of common stock for resale
• Registration No. 333-256496: 1,200,000 shares of common stock for resale

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 all unsold securities from registration. Jeffrey Slotterback, CFO and Secretary, executed the filing on June 23, 2025.

PHX Minerals (NYSE:PHX) filed an 8-K to confirm the closing of its cash sale to WhiteHawk Income Corporation. On June 23 2025, following a successful tender offer in which 28,806,761 shares (73.7%) were validly tendered at $4.35 per share, WhiteHawk Merger Sub was merged into PHX under DGCL §251(h); PHX survived as a wholly-owned subsidiary of WhiteHawk. The transaction delivers approximately $187 million in aggregate consideration to PHX stockholders.

Concurrently, PHX became a secured guarantor under WhiteHawk’s Amended Note Purchase Agreement dated September 17 2024, pledging substantially all of its assets. PHX also paid off and terminated its 2021 revolving Credit Agreement.

With the change in control complete, trading in PHX common stock has been suspended; the NYSE has filed Form 25 to delist the shares, and PHX intends to file Form 15 to suspend Exchange Act reporting. All outstanding restricted shares, performance units, and deferred compensation units were converted to the same $4.35 cash consideration (plus accrued dividends) on accelerated or scheduled timetables.

The filing therefore records (i) entry into and termination of material debt agreements, (ii) completion of the merger, (iii) creation of new secured obligations, (iv) change in control, and (v) delisting and deregistration of PHX securities.

PHX Minerals Inc. ("PHX") reports the successful completion of the cash tender offer launched by WhiteHawk Merger Sub, Inc. at $4.35 per share. The offer expired at 12:00 a.m. New York City time on June 20 2025 without extension. According to Computershare Trust Company, N.A., approximately 28,806,761 common shares—about 73.7 % of the company’s outstanding stock—were validly tendered and not properly withdrawn, satisfying the Minimum Condition contained in the Merger Agreement.

Because the threshold under Section 251(h) of the Delaware General Corporation Law has been met, WhiteHawk will promptly consummate a short-form merger without a shareholder meeting. Outstanding untendered shares (other than restricted shares and those subject to appraisal rights) will automatically convert into the right to receive the same $4.35 cash consideration, net of withholding taxes, at the effective time of the merger. Following completion, PHX common stock will be delisted from the New York Stock Exchange.

In addition, 50,315 shares (≈0.1 %) were tendered by notice of guaranteed delivery and are expected to be settled. All other terms and conditions of the Offer to Purchase and related documents remain unchanged.

WhiteHawk Merger Sub, Inc., a wholly-owned subsidiary of WhiteHawk Acquisition, Inc., has completed its cash tender offer for PHX Minerals Inc. (NYSE: PHX) at $4.35 per share. The offer expired at 12:00 a.m. (NYC time) on June 20, 2025 and was not extended.

According to the depositary, 28,806,761 shares—approximately 73.7 % of PHX’s outstanding common stock—were validly tendered and not withdrawn, comfortably exceeding the minimum condition. An additional 50,315 shares (≈0.1 %) were tendered via guaranteed delivery. As all conditions to the offer have been satisfied, the purchaser has accepted for payment all tendered shares.

With more than the threshold ownership required under DGCL §251(h), WhiteHawk intends to consummate a short-form merger with PHX “as promptly as practicable,” eliminating the need for a shareholder vote. Upon the merger’s effective time, each remaining PHX share (subject to customary exclusions such as appraisal demands and treasury shares) will convert into the right to receive the same $4.35 cash consideration, net of any required withholding taxes.

Following completion of the merger, PHX’s common stock will be delisted from the New York Stock Exchange and the company will become a wholly-owned subsidiary of WhiteHawk. No other changes to the previously filed Schedule TO were disclosed, and the amendment primarily serves to report the final tender results and attach the related June 21, 2025 press release as Exhibit (a)(5)(B).