John H. Pinkerton - 04 Jun 2025 Form 4 Insider Report for PHX MINERALS INC. (PHX)

Reporting relationship: Director
Issuer ticker: PHX
Reported as of: 04 Jun 2025
Net transaction value: -$548,831
SEC form: 4
Accepted by SEC: 23 Jul 2025, 16:40:44 UTC
Prior SEC filing: 01 Apr 2025
Source filing: View source filing
Reporting owner signature: /s/ John H. Pinkerton

Key filing fact

John H. Pinkerton filed Form 4 for PHX MINERALS INC. (PHX) on 23 Jul 2025.

Key facts

This page summarizes John H. Pinkerton's Form 4 filing for PHX MINERALS INC. (PHX).
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 23 Jul 2025, 16:40.

Change

Previous filing in this sequence was filed on 01 Apr 2025.
Current net transaction value: -$548,831.

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 0001223933 Primary reporting owner

PINKERTON JOHN H

Relationship: Director
Address: 1320 SOUTH UNIVERSITY DRIVE, SUITE 720, FORT WORTH
Signature: /s/ John H. Pinkerton
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: $644
Shares: +149
Change %: +0.12%
Price: $4.32
Shares after: 126,316
Date: 04 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: $406,664
Shares: -93,486
Change %: -74%
Price: $4.35
Shares after: 32,830
Date: 23 Jun 2025
Ownership: Direct
Footnotes: F2, F3

PHX transaction

Common Stock

Disposed to Issuer

Transaction value: $142,810
Shares: -32,830
Change %: -100%
Price: $4.35
Shares after: 0
Date: 23 Jun 2025
Ownership: Direct
Footnotes: F2, F4, F5

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

John H. Pinkerton 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

Represents Deferred Stock Units credited to the reporting person's account as a result of the reinvestment of dividends on the Deferred Stock Units previously credited to the reporting person's account pursuant to the PHX Minerals Inc. Deferred Compensation Plan for Non-Employee Directors (the "Director Deferred Compensation Plan"). Each Deferred Stock Unit is the economic equivalent of one share of common stock of the Issuer. The Deferred Stock Units become payable solely in common stock upon the reporting person's termination of service as a director or death or upon the effectiveness of a change of control of the Issuer.

Footnote F2

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.

Footnote F3

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

Footnote F4

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, 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.

Footnote F5

Includes 16,291 Deferred Stock Units previously credited to the reporting person's account pursuant to the Director Deferred Compensation Plan. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the Deferred Stock Units held by the reporting person 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.