WhiteHawk Minerals Corp. - 23 Jun 2025 Form 4 Insider Report for PHX MINERALS INC. (PHX)

Reporting relationship: 10%+ Owner
Issuer ticker: PHX
Reported as of: 23 Jun 2025
Net transaction value: +$154,753,007
SEC form: 4
Accepted by SEC: 23 Jun 2025, 09:01:35 UTC
Prior SEC filing: 22 May 2025
Source filing: View source filing
Reporting owner signature: /s/ Jeffrey Slotterback, Chief Financial Officer, WhiteHawk Income Corporation

Key filing fact

WhiteHawk Minerals Corp. filed Form 4 for PHX MINERALS INC. (PHX) on 23 Jun 2025.

Key facts

This page summarizes WhiteHawk Minerals Corp.'s Form 4 filing for PHX MINERALS INC. (PHX).
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 23 Jun 2025, 09:01.

Change

Previous filing in this sequence was filed on 22 May 2025.
Current net transaction value: +$154,753,007.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (4)

CIK 0001921603 Primary reporting owner

WhiteHawk Income Corp

Relationship: 10%+ Owner
Address: 2000 MARKET ST, SUITE 910, PHILADELPHIA
Signature: /s/ Jeffrey Slotterback, Chief Financial Officer, WhiteHawk Income Corporation
Signature date: 23 Jun 2025

CIK 0001516921

Herz Daniel C

Relationship: 10%+ Owner
Address: 2000 MARKET ST, SUITE 910, PHILADELPHIA
Signature: /s/ Daniel Herz
Signature date: 23 Jun 2025

CIK 0002069490

WhiteHawk Merger Sub, Inc.

Relationship: 10%+ Owner
Address: 2000 MARKET ST, SUITE 910, PHILADELPHIA
Signature: /s/ Jeffrey Slotterback, President, WhiteHawk Merger Sub, Inc.
Signature date: 23 Jun 2025

CIK 0002069535

WhiteHawk Acquisition, Inc.

Relationship: 10%+ Owner
Address: 2000 MARKET ST, SUITE 910, PHILADELPHIA
Signature: /s/ Jeffrey Slotterback, President, WhiteHawk Acquisition, Inc.
Signature date: 23 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

:PHX transaction

Common Stock

Other

Transaction value: $158,870,744
Shares: +36,522,010
Change %
Price: $4.35
Shares after: 100
Date: 23 Jun 2025
Ownership: Direct
Footnotes: F1

:PHX transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $4,117,736
Shares: -946,606
Change %: -100%
Price: $4.35
Shares after: 0
Date: 23 Jun 2025
Ownership: See footnote
Footnotes: F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

WhiteHawk Minerals Corp. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote F1

On June 23, 2025, WhiteHawk Income Corporation ("WHIC") and WhiteHawk Acquisition, Inc. ("Parent") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of May 8, 2025 (the "Merger Agreement") by and among PHX Minerals Inc. (the "Issuer"), Parent, and WhiteHawk Merger Sub, Inc. ("Purchaser"). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Corporation") as a subsidiary of Parent, a subsidiary of WHIC. At the effective time of the Merger, 100 outstanding shares of common stock of Purchaser were converted into and became 100 shares of the Surviving Corporation.

Footnote F2

WhiteHawk - Equity Holdings, LP ("WhiteHawk LP") tendered 946,606 shares of common stock into Purchaser's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01666 per share , of the Issuer at a purchase price of $4.35 per share, net to the seller in cash, without interest thereon and subject to any applicable tax withholding, upon the terms and subject to the conditions of the Offer to Purchase, dated May 22, 2025, and the related Letter of Transmittal. Mr. Herz is the President, Chief Executive Officer, and Managing Member of the sole member of the general partner of WhiteHawk LP.