Form 4: PHX Minerals CFO Reports Final Share Transactions Following WhiteHawk Acquisition Merger

PHX Minerals Inc. Executive Vice President and CFO Raphael D'Amico reported the final disposition of his shares and restricted stock awards as the company completed its merger with WhiteHawk Acquisition, Inc. at $4.35 per share.

Summary

• Raphael D'Amico, EVP CFO of PHX Minerals Inc. (PHX), filed a Form 4 detailing changes in his beneficial ownership of common stock.
• The changes occurred on June 23, 2025, following the completion of a merger between PHX Minerals Inc. and WhiteHawk Acquisition, Inc. (Parent), through its subsidiary WhiteHawk Merger Sub, Inc.
• The merger agreement was initially entered into on May 8, 2025.
• Merger Sub completed a tender offer for outstanding shares of PHX common stock at an offer price of $4.35 per share.
• Immediately prior to the merger's effective time, Mr. D'Amico's restricted shares vested in full, assuming achievement of maximum performance, resulting in the issuance of 179,748 'Additional Performance Shares' at a price of $0.
• Mr. D'Amico disposed of 312,164 shares of common stock by tendering them to Merger Sub at the offer price of $4.35 per share.
• Additionally, 453,649 restricted shares held by Mr. D'Amico were automatically cancelled and converted into the right to receive cash equal to $4.35 per share.
• Following these transactions, Mr. D'Amico's beneficial ownership of PHX Minerals Inc. common stock is 0 shares, as the company became a wholly owned subsidiary of WhiteHawk Acquisition, Inc.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger was successfully completed, providing a cash exit for shareholders at a specified price, and the executive's restricted stock vested at maximum performance, leading to a favorable payout.

Positives

• The completion of the merger at a fixed price of $4.35 per share provides liquidity and a defined return for shareholders.
• Raphael D'Amico's restricted stock awards vested at maximum performance, leading to the issuance of additional performance shares and a full cash payout for all his vested shares, indicating a favorable outcome for the executive.

Negatives

• PHX Minerals Inc. is no longer a publicly traded company, becoming a wholly owned subsidiary of WhiteHawk Acquisition, Inc., which means its common stock is no longer available for public trading.

Future Outlook

Following the merger, PHX Minerals Inc. has become a wholly owned subsidiary of WhiteHawk Acquisition, Inc., and is no longer a publicly traded entity. Therefore, no public forward-looking statements or guidance are provided in this filing.

Industry Context

This filing reflects a specific corporate acquisition within the minerals or energy sector, where a public company is taken private. Such transactions are common in industries undergoing consolidation or where private equity seeks to acquire assets for strategic reasons.

Stakeholder Impact

• Shareholders: Received $4.35 per share in cash for their common stock, providing a liquidity event.
• Employees (specifically Raphael D'Amico): Benefited from the full vesting of restricted stock awards at maximum performance and conversion to cash, aligning their interests with the successful completion of the merger.

Key Dates

Keywords

PHX Minerals Inc., WhiteHawk Acquisition Inc., Merger, Tender Offer, SEC Form 4, Insider Transaction, Raphael D'Amico, Common Stock, Restricted Stock Award, Corporate Acquisition