Form 4: PHX Minerals Director Converts Equity Holdings to Cash Following Successful Merger Completion

A recent SEC Form 4 filing reveals that Mark T. Behrman, a director of PHX Minerals Inc., converted all his common stock and deferred stock units into cash at $4.35 per share following the company's acquisition by WhiteHawk Acquisition, Inc.

Summary

• Mark T. Behrman, a director of PHX Minerals Inc. (PHX), reported changes in his beneficial ownership of the company's securities.
• On June 4, 2025, Mr. Behrman acquired 1,467 Deferred Stock Units (DSUs) at a price of $4.32 per unit, resulting from the reinvestment of dividends.
• On June 23, 2025, he acquired an additional 4,509 DSUs at $4.35 per unit, received in lieu of cash for director's fees.
• These acquisitions were made pursuant to the PHX Minerals Inc. Deferred Compensation Plan for Non-Employee Directors.
• On June 23, 2025, a tender offer for PHX Minerals Inc. common stock was completed by WhiteHawk Merger Sub, Inc., a subsidiary of WhiteHawk Acquisition, Inc., at an offer price of $4.35 per share.
• Following the tender offer, Merger Sub merged with and into PHX Minerals Inc., making PHX Minerals Inc. a wholly-owned subsidiary of WhiteHawk Acquisition, Inc.
• As a result of the merger, Mr. Behrman tendered 173,704 shares of common stock and his remaining 180,910 shares (which included 164,371 DSUs) were automatically cancelled and converted into the right to receive cash at $4.35 per share.
• All restricted shares and Deferred Stock Units held by Mr. Behrman vested in full immediately prior to the merger's effective time and were converted into cash at the $4.35 per share offer price.

Sentiment

Score: 6

Explanation: The filing details the successful completion of a tender offer and merger, resulting in the conversion of the reporting person's equity holdings into cash at the agreed-upon price. This indicates a successful conclusion to the acquisition process for the company and its shareholders, aligning with pre-announced corporate actions.

Positives

• The successful completion of the tender offer and merger provides liquidity to shareholders, including the reporting director, at a pre-determined price.
• The director's Deferred Stock Units and restricted shares vested and converted to cash, ensuring realization of their value.

Negatives

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

Future Outlook

The document primarily reports on past transactions related to a completed merger; therefore, it does not provide forward-looking statements or guidance for PHX Minerals Inc. as it is now a wholly-owned subsidiary.

Industry Context

This filing reflects a common corporate strategy in the minerals industry where smaller public companies are acquired by larger entities or private equity firms, often to consolidate assets, achieve synergies, or take the company private for strategic reasons. The tender offer and subsequent merger are standard mechanisms for such transactions.

Corporate Governance

Related Party Transactions

• The acquisition and subsequent conversion of Deferred Stock Units and common stock by Mark T. Behrman, a director of PHX Minerals Inc., are considered related party transactions as they involve an insider's dealings with the company's securities.

Stakeholder Impact

• Shareholders: All public shareholders of PHX Minerals Inc. received cash for their shares at the offer price of $4.35 per share, providing a definitive exit and liquidity for their investment.

Key Dates

Keywords

PHX Minerals Inc., WhiteHawk Acquisition Inc., Merger, Tender Offer, SEC Form 4, Insider Transaction, Beneficial Ownership, Deferred Stock Units, Acquisition, Corporate Action