PHX Minerals Goes Private as WhiteHawk Takes Full Control in Strategic Buyout

Rhea-AI Filing Summary

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.

Positive

• WhiteHawk Income Corporation successfully completed acquisition of PHX Minerals Inc., taking 100% ownership through merger
• Transaction was executed according to planned merger agreement with all shares validly tendered
• Clean transition of board control with new director Jeffrey Slotterback appointed

Negative

• PHX Minerals shares ceased trading and are being delisted from NYSE, reducing liquidity for remaining shareholders
• Complete change in board composition with all previous directors resigning

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

PHX Minerals Inc.

(Name of Issuer)

Common Stock, par value $0.01666 per share

(Title of Class of Securities)

69291A100

(CUSIP Number)

Daniel Herz
WhiteHawk Income Corporation, 2000 Market Street, Suite 910
Philadelphia, PA, 19103
(610) 484-3412

James R. Griffin, Esq.
Weil, Gotshal & Manges LLP, 200 Crescent Ct, Suite 300
Dallas, TX, 75201
(214) 746-7700

Claudia Lai, Esq
Weil, Gotshal & Manges LLP, 200 Crescent Ct, Suite 300
Dallas, TX, 75201
(214) 746-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/23/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 69291A100

1

Name of reporting person

WhiteHawk Income Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 100.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 100.00

11

Aggregate amount beneficially owned by each reporting person

100.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 69291A100

1

Name of reporting person

WhiteHawk Merger Sub, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 100.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 100.00

11

Aggregate amount beneficially owned by each reporting person

100.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 69291A100

1

Name of reporting person

WhiteHawk Acquisition, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 100.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 100.00

11

Aggregate amount beneficially owned by each reporting person

100.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 69291A100

1

Name of reporting person

WhiteHawk - Equity Holdings, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 69291A100

1

Name of reporting person

WhiteHawk - Equity Holdings GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No. 69291A100

1

Name of reporting person

WhiteHawk Energy, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No. 69291A100

1

Name of reporting person

Daniel Herz

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 100.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 100.00

11

Aggregate amount beneficially owned by each reporting person

100.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01666 per share
(b)	Name of Issuer: PHX Minerals Inc.
(c)	Address of Issuer's Principal Executive Offices: 1320 South University Drive, Suite 720, Fort Worth, TEXAS , 76107.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment") relates to the Common Stock, par value $0.01666 per share (the "Shares") of PHX Minerals Inc., a Delaware corporation (the "Issuer") and amends the initial statement on Schedule 13D filed on May 15, 2025 (the "Original 13D"). Unless otherwise specified, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original 13D. On June 23, 2025, the Issuer, Parent, and Merger Sub completed the transactions contemplated by the Agreement and Plan of Merger, dated May 8, 2025, by and among the Issuer, Parent, and Merger Sub (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving (the "Surviving Corporation") the Merger as a subsidiary of Parent.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On June 21, 2025, Merger Sub accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer. On June 23, 2025, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a subsidiary of Parent. At the Effective Time, as a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned directly by the Issuer as treasury stock, Parent, Merger Sub or any of their respective affiliates, which Shares were automatically cancelled and ceased to exist, (ii) owned by any Stockholder who is entitled to demand and properly demanded the appraisal of such Shares in accordance with, and in compliance in all respects with the DGCL or (iii) that were Time-Based Restricted Shares or Performance-Based Restricted Shares, each as described in the Original 13D) were automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to applicable tax withholding. At the Effective Time, the 100 shares of common stock of Merger Sub that were outstanding immediately prior to the Effective Time were converted into and became 100 shares of common stock of the Surviving Corporation. Upon the closing of the Merger, the Shares that previously traded under the ticker symbol "PHX", ceased trading on, and are being delisted from, the New York Stock Exchange. In connection with the merger, each member of the Board of Directors of the Issuer resigned from the Board of Directors of the Issuer, including any committee thereof. At the Effective Time, the size of the Board of Directors of the Issuer was reduced to one member, and Jeffrey Slotterback was appointed as the sole member of the Board of Directors of the Issuer. At the Effective Time, the officers of Merger Sub immediately prior to the Effective Time became the officers of the Issuer following the Effective Time. In connection with the Offer, WhiteHawk LP tendered 946,606 Shares into the Offer. As a result, the Holding Parties no longer beneficially own any securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: As a result of the Merger and pursuant to the Merger Agreement, the Acquisition Parties and Mr. Herz acquired and, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially own 100% of the outstanding Shares.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: As a result of the Merger and pursuant to the Merger Agreement, the Acquisition Parties and Mr. Herz have, for purposes of Rule 13d-3 promulgated under the Exchange Act, shared power to vote and dispose of 100% of the outstanding Shares.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Except for the Merger Agreement, the Tender and Support Agreements, and the transactions described in this Amendment, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Exhibit 99.3 hereto or in this Item 5.
(d)	Item 5(d) of the Schedule 13D is hereby amended and restated in its entirety as follows: No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities of the Issuer reported on this Schedule 13D.
(e)	Inapplicable.
Item 7.	Material to be Filed as Exhibits.
	2.1 Agreement and Plan of Merger, dated as of May 8, 2025, by and among PHX Minerals Inc., WhiteHawk Acquisition, Inc., and WhiteHawk Merger Sub, Inc., (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by PHX Minerals Inc. with the SEC on May 12, 2025). 2.2 Form of Tender and Support Agreement (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by PHX Minerals Inc. with the SEC on May 12, 2025). 99.1 Joint Filing Agreement, dated as of May 15, 2025, by and among WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on May 15, 2025, by WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz). 99.2 Form of Letter Agreement (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed on May 15, 2025, by WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz). 99.3 Schedule of Information required by Item 2 of Schedule 13D (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed on May 15, 2025, by WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz). 99.4 Schedule of Supporting Stockholders (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed on May 15, 2025, by WhiteHawk Income Corporation, WhiteHawk Acquisition, Inc., WhiteHawk Merger Sub, Inc., WhiteHawk - Equity Holdings, LP, WhiteHawk - Equity Holdings GP, LLC, WhiteHawk Energy, LLC, and Daniel Herz).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WhiteHawk Income Corporation

Signature:	/s/ Jeffrey Slotterback
Name/Title:	Jeffrey Slotterback / Chief Financial Officer
Date:	06/23/2025

WhiteHawk Merger Sub, Inc.

Signature:	/s/ Jeffrey Slotterback
Name/Title:	Jeffrey Slotterback / President
Date:	06/23/2025

WhiteHawk Acquisition, Inc.

Signature:	/s/ Jeffrey Slotterback
Name/Title:	Jeffrey Slotterback / President
Date:	06/23/2025

WhiteHawk - Equity Holdings, LP

Signature:	WHITEHAWK - EQUITY HOLDINGS GP, LLC
Name/Title:	General Partner
Date:	06/23/2025

Signature:	WHITEHAWK ENERGY, LLC
Name/Title:	Sole Member
Date:	06/23/2025

Signature:	/s/ Jeffrey Slotterback
Name/Title:	Jeffrey Slotterback / Chief Financial Officer
Date:	06/23/2025

WhiteHawk - Equity Holdings GP, LLC

Signature:	WHITEHAWK ENERGY, LLC
Name/Title:	Sole Member
Date:	06/23/2025

Signature:	/s/ Jeffrey Slotterback
Name/Title:	Jeffrey Slotterback / Chief Financial Officer
Date:	06/23/2025

WhiteHawk Energy, LLC

Signature:	/s/ Jeffrey Slotterback
Name/Title:	Jeffrey Slotterback / Chief Financial Officer
Date:	06/23/2025

Daniel Herz

Signature:	/s/ Daniel Herz
Name/Title:	Daniel Herz
Date:	06/23/2025

FAQ

What happened to PHX Minerals (PHX) on June 23, 2025?

On June 23, 2025, PHX Minerals completed its merger with WhiteHawk Merger Sub, with PHX surviving as a subsidiary of WhiteHawk Income Corporation. As a result of the merger, PHX's shares were delisted from the New York Stock Exchange.

How much did WhiteHawk pay for PHX Minerals shares in the merger?

The filing indicates that each PHX share was converted into the right to receive the 'Offer Price' in cash (specific amount not disclosed in this amendment), except for certain excluded shares such as treasury stock and restricted shares.

Who controls PHX Minerals after the WhiteHawk merger?

Following the merger, WhiteHawk Income Corporation and its affiliates now control 100% of PHX Minerals. Jeffrey Slotterback was appointed as the sole member of the Board of Directors, and the previous board members resigned.

How many PHX shares did WhiteHawk LP tender in the acquisition?

WhiteHawk LP tendered 946,606 shares of PHX into the offer. After the tender and merger completion, the Holding Parties no longer beneficially own any securities of PHX separately, as the company is now fully owned by WhiteHawk.

Who is leading the WhiteHawk acquisition of PHX Minerals?

Daniel Herz, associated with WhiteHawk Income Corporation, is a key figure in the acquisition. The filing shows he shares voting power and dispositive power over 100% of PHX shares following the merger completion.