Chad L. Stephens - 23 Jun 2025 Form 4 Insider Report for PHX MINERALS INC. (PHX)

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: PHX
Reported as of: 23 Jun 2025
Net transaction value: -$8,263,765
SEC form: 4
Accepted by SEC: 23 Jun 2025, 20:43:39 UTC
Prior SEC filing: 16 Jan 2025
Source filing: View source filing
Reporting owner signature: /s/ Chad L. Stephens

Key filing fact

Chad L. Stephens filed Form 4 for PHX MINERALS INC. (PHX) on 23 Jun 2025.

Key facts

This page summarizes Chad L. Stephens's Form 4 filing for PHX MINERALS INC. (PHX).
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 23 Jun 2025, 20:43.

Change

Previous filing in this sequence was filed on 16 Jan 2025.
Current net transaction value: -$8,263,765.

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 (1)

CIK 0001224089 Primary reporting owner

STEPHENS CHAD L

Relationship: Chief Executive Officer, Director
Address: 1320 SOUTH UNIVERSITY DRIVE, SUITE 720, FORTH WORTH
Signature: /s/ Chad L. Stephens
Signature date: 23 Jun 2025

Reported non-derivative transactions

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

PHX transaction

Common Stock

Award

Transaction value: $0
Shares: +581,788
Change %: +44%
Price: $0.000000
Shares after: 1,899,716
Date: 23 Jun 2025
Ownership: Direct
Footnotes: F1, F2, F3

PHX transaction

Common Stock

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

Transaction value: $2,840,672
Shares: -653,028
Change %: -34%
Price: $4.35
Shares after: 1,246,688
Date: 23 Jun 2025
Ownership: Direct
Footnotes: F1, F3, F4

PHX transaction

Common Stock

Disposed to Issuer

Transaction value: $5,423,093
Shares: -1,246,688
Change %: -100%
Price: $4.35
Shares after: 0
Date: 23 Jun 2025
Ownership: Direct
Footnotes: F1, F5

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Chad L. Stephens is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

On May 8, 2025, PHX Minerals Inc. (the "Issuer") entered into an Agreement and Plan of Merger with the WhiteHawk Acquisition, Inc., a Delaware corporation (the "Parent"), and WhiteHawk Merger Sub, Inc., a Delaware corporation (the "Merger Sub") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 23, 2025, Merger Sub completed a tender offer (the "Offer") pursuant to the terms of the Merger Agreement for the outstanding shares of common stock of the Issuer for an offer price of $4.35 per share, without interest and subject to applicable tax withholding (the "Offer Price"). Thereafter, Merger Sub merged with and into the Issuer (the "Merger") pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of the Parent. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.

Footnote F2

Represents shares of common stock issued on June 23, 2025 (the "Additional Performance Shares") pursuant to a Restricted Stock Award Agreement entered into between the Issuer and the reporting person (the "Award Agreement"). Immediately prior to the effective time of the Merger, the restricted shares granted under the Award Agreement vested assuming achievement of maximum performance. As a result, pursuant to the terms of the Award Agreement, 187.5% of the restricted shares originally granted under the Award Agreement vested at such time, and the Additional Performance Shares, representing the difference between such number of vested shares and the number of restricted shares originally granted under the Award Agreement, were issued to the reporting person.

Footnote F3

Total number of shares includes restricted shares with vesting based on performance criteria and elapsed time.

Footnote F4

Represents shares of common stock tendered to Merger Sub pursuant to the Offer.

Footnote F5

Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the restricted shares held by the reporting person vested in full (assuming achievement of maximum performance, with respect to performance-based restricted shares) became free of restrictions and were automatically cancelled and converted into the right to receive an amount in cash equal to $4.35 per share, without interest and subject to applicable tax withholding.