Form 4: PHX Minerals Director Glen Brown Reports Full Share Disposition Following WhiteHawk Acquisition Merger

PHX Minerals Inc. Director Glen A. Brown has reported the complete disposition of his common stock holdings, including vested restricted shares and deferred stock units, following the company's acquisition by WhiteHawk Acquisition, Inc. at $4.35 per share.

Summary

• Glen A. Brown, a Director of PHX Minerals Inc., reported changes in his beneficial ownership of common stock.
• On June 4, 2025, Mr. Brown acquired 480 Deferred Stock Units (DSUs) at a price of $4.32 per unit, resulting from the reinvestment of dividends on previously credited DSUs.
• Following this acquisition, his beneficial ownership stood at 170,532 shares.
• On June 23, 2025, Mr. Brown disposed of 86,250 shares of common stock by tendering them into a tender offer at $4.35 per share.
• This transaction reduced his beneficial ownership to 84,282 shares.
• Also on June 23, 2025, the remaining 84,282 shares, which included previously vested restricted shares and 52,320 Deferred Stock Units, were disposed of at $4.35 per share.
• These dispositions occurred as a result of the merger of PHX Minerals Inc. with WhiteHawk Merger Sub, Inc., a wholly-owned subsidiary of WhiteHawk Acquisition, Inc.
• The merger, effective June 23, 2025, followed a tender offer where outstanding shares were acquired for $4.35 per share in cash.
• All restricted shares and Deferred Stock Units held by Mr. Brown vested and were converted into the right to receive cash at the offer price immediately prior to the merger's effective time.
• After these transactions, Mr. Brown's beneficial ownership of PHX Minerals Inc. common stock is 0 shares.

Sentiment

Score: 5

Explanation: The document is a factual report of insider transactions related to a completed corporate merger. It does not convey positive or negative sentiment but rather details the execution of a pre-announced event.

Positives

• The director's Deferred Stock Units and restricted shares vested and were converted to cash at the merger price, providing liquidity.
• Shareholders who tendered their shares received a cash payment of $4.35 per share, indicating a successful exit for investors at the agreed-upon acquisition price.

Negatives

• The company, PHX Minerals Inc., ceased to be a publicly traded entity and became a wholly-owned subsidiary, meaning its common stock is no longer available for public trading.
• The reporting person, Glen A. Brown, no longer holds any beneficial ownership in PHX Minerals Inc. common stock.

Future Outlook

The document reports on a completed merger transaction, and as such, 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 the final stages of a corporate acquisition, a common occurrence in various industries, where a company is taken private or absorbed by another entity. Such transactions typically involve a tender offer followed by a merger, providing a liquidity event for shareholders of the acquired company.

Stakeholder Impact

• Shareholders: All public shareholders of PHX Minerals Inc. received $4.35 per share in cash for their common stock, providing a definitive liquidity event.
• Employees: While not explicitly detailed, the company becoming a wholly-owned subsidiary typically implies changes in corporate structure and potentially management, which could impact employees.
• Director (Glen A. Brown): His beneficial ownership in PHX Minerals Inc. has been fully converted to cash, concluding his equity stake in the now-private entity.

Key Dates

Keywords

PHX Minerals Inc., Form 4, insider transaction, merger, acquisition, tender offer, common stock, deferred stock units, Glen A. Brown, WhiteHawk Acquisition Inc., beneficial ownership