PHX Files S-8 Amendments: Equity Plans Void Post-Merger

Rhea-AI Filing Summary

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.

Positive

• Merger completion confirmed, eliminating uncertainty about transaction closing.

Negative

• Public issuance of PHX shares terminated, removing future trading or liquidity for equity linked to S-8 plans.

Insights

M&A Specialist

TL;DR: Filing confirms merger completion and cleans up unsold plan shares; routine post-deal step.

This post-effective amendment is a housekeeping measure that follows the legal closing of the WhiteHawk–PHX merger. By deregistering roughly 5.4 million unsold shares tied to legacy incentive plans, the company eliminates ongoing reporting obligations under the S-8 shelf. The action is standard after a target becomes a wholly owned subsidiary, signalling that PHX’s equity will no longer be issued or traded publicly. No financial terms, consideration, or post-merger integration details are provided, so investors receive no new valuation data. Impact is largely procedural, affirming that the merger has taken full legal effect.

Securities Analyst

TL;DR: Procedural S-8 deregistration; confirms PHX equity plans are void post-take-private.

The filing removes from registration shares across three incentive plans now obsolete after PHX’s take-private. For former public shareholders, it reiterates that PHX stock is no longer eligible for issuance, trading, or option exercise. There is no mention of cash-out multiples, exchange ratios, or residual listing status, so market impact is minimal. Regulatory risk is negligible; the company is merely fulfilling Securities Act undertakings. For portfolio managers, the document has neutral significance: it neither alters cash flows nor signals post-merger strategy.

 

As filed with the Securities and Exchange Commission on June 23, 2025

 

Registration No. 333-245670

Registration No. 333-261627

Registration No. 333-273801

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-245670

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-261627

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-273801

 

UNDER THE SECURITIES ACT OF 1933

 

 

PHX Minerals Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware	 	73-1055775
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)
 	 	 
1320 South University Drive, Suite 720 Fort Worth, TX 76107 (405) 948-1560 (Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

 

PHX Minerals Inc. Amended and Restated 2021 Long-Term Incentive Plan

PHX Minerals Inc. 2021 Long-Term Incentive Plan

Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan

(Full titles of the plans)

 

Jeffrey Slotterback

Chief Financial Officer and Secretary

PHX Minerals Inc.

1320 South University Drive, Suite 720

Fort Worth, TX 76107

(405) 948-1560

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

James R. Griffin, Esq.
Claudia Lai, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201
(214) 746-7779

 

 

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	 	Accelerated filer	¨
 	 	 	 	 
Non-accelerated filer	x	 	Smaller reporting company	x
 	 	 	 	 
Emerging growth company	¨	 	 	 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

DEREGISTRATION OF SHARES

 

PHX Minerals Inc., a Delaware corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission these post-effective amendments (the “Post-Effective Amendments”) to deregister all shares of common stock, par value $0.01666 per share, of the Registrant (the “Shares”), previously registered under the following Registration Statements on Form S-8 (the “Registration Statements”), together with any and all plan interests and other securities registered thereunder:

 

· Registration Statement No. 333-245670, filed on August 13, 2020, as amended on April 7, 2022, relating to the registration of (i) 230,677 Shares previously issued under the Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan (the “2010 Plan”), and (ii) 300,235 Shares reserved for issuance under the 2010 Plan;

· Registration Statement No. 333-261627, filed on December 13, 2021, as amended on April 7, 2022, relating to the registration of 2,500,000 Shares reserved for issuance under the PHX Minerals Inc. 2021 Long-Term Incentive Plan;

· Registration Statement No. 333-273801, filed on August 8, 2023, relating to the registration of 2,400,000 Shares reserved for issuance under the PHX Minerals Inc. Amended and Restated 2021 Long-Term Incentive Plan.

 

On June 23, 2025, pursuant to the Agreement and Plan of Merger, dated as of May 8, 2025 (the “Merger Agreement”), by and among the Registrant, WhiteHawk Acquisition, Inc., a Delaware corporation (“Parent”), and WhiteHawk Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

 

As a result of the Merger, the Registrant has terminated all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the Shares registered but remaining unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of each Registration Statement.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on this 23rd day of June, 2025.

 

 	PHX MINERALS INC.
 	 	 
 	By:	/s/ Jeffrey Slotterback
 	Name:	Jeffrey Slotterback
 	Title:	Chief Financial Officer and Secretary

 

Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.

 

 

FAQ

Why did PHX Minerals (PHX) file Post-Effective Amendments to its Form S-8 registrations?

The company is deregistering unsold shares from three incentive plans because its merger with WhiteHawk Acquisition, Inc. has closed.

How many PHX shares are being deregistered?

Up to 5,430,912 shares across three registration statements will be removed, representing all shares that remain unsold.

What happened to PHX Minerals after the merger?

PHX became a wholly owned subsidiary of WhiteHawk Acquisition, Inc.; its equity offerings and public share issuance have ended.

Does this filing affect existing PHX stockholders?

It is a procedural step confirming that no additional PHX shares will be issued; financial consideration from the merger is not detailed here.

Who signed the Post-Effective Amendments for PHX?

Jeffrey Slotterback, Chief Financial Officer and Secretary, signed on behalf of the company.