Form 4: PHX Minerals Director Sells All Shares Following $4.35/Share Merger Completion

PHX Minerals Inc. Director Steven L. Packebush disposed of all his common stock and deferred stock units at $4.35 per share following the completion of the merger with WhiteHawk Acquisition, Inc.

Summary

• Steven L. Packebush, a Director of PHX Minerals Inc., reported transactions related to the company's acquisition by WhiteHawk Acquisition, Inc.
• On June 4, 2025, Mr. Packebush acquired 478 Deferred Stock Units (DSU) at $4.32 per unit, resulting from dividend reinvestment.
• On June 23, 2025, he acquired an additional 3,183 DSU at $4.35 per unit, in lieu of cash for director's fees.
• On the same day, June 23, 2025, Mr. Packebush disposed of 155,645 shares of common stock by tendering them in a tender offer at $4.35 per share.
• Immediately prior to the merger's effective time on June 23, 2025, his remaining 71,876 shares, including 55,338 Deferred Stock Units, were automatically cancelled and converted into the right to receive cash at $4.35 per share.
• The transactions resulted in Mr. Packebush holding 0 shares of PHX Minerals Inc. common stock following the merger.
• The merger agreement between PHX Minerals Inc. and WhiteHawk Acquisition, Inc. was entered into on May 8, 2025, with the tender offer and merger completing on June 23, 2025, at an offer price of $4.35 per share.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. While the company ceases to exist as an independent public entity, the transactions represent the successful completion of a merger at a defined price, providing liquidity to shareholders. For the director, it's a standard exit of holdings post-acquisition.

Positives

• Director Steven L. Packebush received cash for all his holdings, including common stock, restricted shares, and Deferred Stock Units, at the tender offer price of $4.35 per share.
• The completion of the merger provides a clear exit for shareholders at a defined price.

Negatives

• Existing shareholders, including the reporting person, no longer hold equity in PHX Minerals Inc. as it became a wholly-owned subsidiary.

Future Outlook

This Form 4 does not contain forward-looking statements or guidance, as it reports past transactions related to a completed merger.

Industry Context

This filing reflects the final stages of a corporate acquisition in the minerals industry, where PHX Minerals Inc. was acquired by WhiteHawk Acquisition, Inc. Such mergers are common in mature industries for consolidation, strategic expansion, or to achieve economies of scale.

Comparison to Industry Standards

• This document reports specific insider transactions related to a completed merger and does not provide operational or financial performance data that would allow for a direct comparison to industry-specific benchmarks or competitor results.

Stakeholder Impact

• Shareholders: All public shareholders received cash for their shares at $4.35 per share, ceasing their ownership in PHX Minerals Inc.
• Employees: Not explicitly mentioned, but typically, employees of the acquired company become employees of the acquiring entity.
• Customers/Suppliers: Not explicitly mentioned, but operations are expected to continue under the new ownership.

Next Steps

• PHX Minerals Inc. will operate as a wholly-owned subsidiary of WhiteHawk Acquisition, Inc.

Key Dates

Keywords

PHX Minerals Inc., PHX, Form 4, SEC filing, Steven L. Packebush, Director, Merger, Acquisition, WhiteHawk Acquisition Inc., Tender Offer, Common Stock, Deferred Stock Units, Insider Trading, Corporate Action, Share Disposition