Form 4: PHX Minerals Director Disposes of Shares Following Merger Completion
Insider Transaction Report
A director of PHX Minerals Inc. reported the disposition of all his shares and Deferred Stock Units at $4.35 per share following the company's acquisition by WhiteHawk Acquisition, Inc.
Summary
- John H. Pinkerton, a director of PHX Minerals Inc., reported transactions related to the company's acquisition.
- On June 4, 2025, Pinkerton acquired 149 Deferred Stock Units (DSUs) at $4.32 per unit through dividend reinvestment, bringing his beneficial ownership to 126,316 shares.
- On June 23, 2025, following the completion of a tender offer by WhiteHawk Merger Sub, Inc. at $4.35 per share, Pinkerton disposed of 93,486 common shares by tendering them.
- Immediately prior to the merger, his remaining 32,830 shares, which included 16,291 DSUs, vested and were automatically cancelled and converted into cash at the offer price of $4.35 per share.
- As a result of these transactions, John H. Pinkerton's beneficial ownership in PHX Minerals Inc. is now 0 shares.
Sentiment
Score: 7
Explanation: The filing indicates the successful completion of a merger and tender offer, resulting in the expected cash payout for the director's shares and DSUs.
Positives
- The director received cash for all his shares and Deferred Stock Units at the tender offer price of $4.35 per share.
- The merger of PHX Minerals Inc. into WhiteHawk Merger Sub, Inc. was successfully completed, providing liquidity to shareholders who tendered their shares.
Negatives
- PHX Minerals Inc. is no longer a publicly traded entity, having become a wholly-owned subsidiary of WhiteHawk Acquisition, Inc.
- Public shareholders no longer hold equity in PHX Minerals Inc. and will not participate in any future upside of the company.
Future Outlook
PHX Minerals Inc. is now a wholly-owned subsidiary of WhiteHawk Acquisition, Inc., and as such, no public future outlook or guidance is provided in this filing.
Industry Context
NA
Stakeholder Impact
- Shareholders: Received cash for their shares at $4.35 per share, losing their equity stake in the company as it became private.
Next Steps
- PHX Minerals Inc. will operate as a wholly-owned subsidiary of WhiteHawk Acquisition, Inc.
Key Dates
| Date | Description |
|---|---|
| 05/08/2025 | PHX Minerals Inc. entered into an Agreement and Plan of Merger with WhiteHawk Acquisition, Inc. and WhiteHawk Merger Sub, Inc. |
| 06/04/2025 | Transaction date for the acquisition of 149 Deferred Stock Units by John H. Pinkerton. |
| 06/23/2025 | Completion of the tender offer by WhiteHawk Merger Sub, Inc. and the subsequent merger of Merger Sub with and into PHX Minerals Inc. |
Keywords
PHX Minerals, Form 4, Insider Transaction, Tender Offer, Merger, Acquisition, Director, Share Disposition, Common Stock, Deferred Stock Units
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