Form 4: PHX Minerals CEO Chad Stephens Reports Significant Share Transactions Following Company's Acquisition by WhiteHawk

PHX Minerals Inc. Chief Executive Officer Chad L. Stephens reported the disposition of over 1.8 million shares of common stock at $4.35 per share following the company's acquisition by WhiteHawk Acquisition, Inc. on June 23, 2025.

Summary

• PHX Minerals Inc. entered into an Agreement and Plan of Merger with WhiteHawk Acquisition, Inc. and WhiteHawk Merger Sub, Inc. on May 8, 2025.
• On June 23, 2025, WhiteHawk Merger Sub completed a tender offer for all outstanding shares of PHX Minerals common stock at an offer price of $4.35 per share, without interest and subject to applicable tax withholding.
• Following the tender offer, Merger Sub merged with and into PHX Minerals Inc., resulting in PHX Minerals becoming a wholly-owned subsidiary of WhiteHawk Acquisition, Inc.
• Chad L. Stephens, CEO and Director of PHX Minerals Inc., reported the acquisition of 581,788 "Additional Performance Shares" on June 23, 2025, which were issued due to restricted shares vesting at maximum performance immediately prior to the merger.
• Mr. Stephens disposed of 653,028 shares of common stock by tendering them to Merger Sub pursuant to the tender offer at $4.35 per share.
• Additionally, 1,246,688 restricted shares held by Mr. Stephens vested in full (assuming achievement of maximum performance) and were automatically cancelled and converted into the right to receive cash equal to $4.35 per share.
• Following these transactions, Chad L. Stephens' direct beneficial ownership in PHX Minerals Inc. is 0 shares.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person due to the full vesting of shares at maximum performance and a cash payout. For the company, it represents the successful completion of a strategic acquisition, providing a clear exit for public shareholders at a defined value.

Positives

• Chad L. Stephens' restricted stock awards vested at maximum performance immediately prior to the merger, resulting in the issuance of 581,788 additional performance shares.
• Mr. Stephens received cash for all his shares (tendered and vested restricted shares) at the offer price of $4.35 per share, totaling 1,899,716 shares.
• The merger provides a clear exit strategy and liquidity for PHX Minerals shareholders at a defined price.

Negatives

• PHX Minerals Inc. is no longer a publicly traded company, becoming a wholly-owned subsidiary of WhiteHawk Acquisition, Inc., which means its shares are no longer available for public investment.

Future Outlook

NA

Industry Context

This transaction represents a take-private acquisition in the minerals sector, where a publicly traded company is acquired by a private entity, removing its shares from public exchanges. Such mergers are common strategies for companies seeking to streamline operations, achieve synergies, or pursue long-term strategies away from public market scrutiny.

Stakeholder Impact

• Shareholders: Public shareholders of PHX Minerals Inc. received $4.35 per share in cash for their common stock, and the company is no longer publicly traded.
• Employees: The document does not specify the impact on employees, though a change in ownership can often lead to organizational restructuring.
• Management: Chad L. Stephens, as CEO, received a significant cash payout from his vested shares and tendered shares, indicating a positive financial outcome for him.

Key Dates

Keywords

PHX Minerals, WhiteHawk Acquisition, Merger, Tender Offer, SEC Form 4, Chad L. Stephens, Share Disposition, Restricted Stock, Corporate Acquisition