SCHEDULE 13D/A: PHX Minerals Inc. Completes Merger with WhiteHawk Acquisition, Delists from NYSE

PHX Minerals Inc. has completed its merger with WhiteHawk Merger Sub, Inc., becoming a wholly-owned subsidiary of WhiteHawk Acquisition, Inc., and its common stock has ceased trading on the New York Stock Exchange.

Summary

• PHX Minerals Inc. completed its merger with WhiteHawk Merger Sub, Inc. on June 23, 2025.
• PHX Minerals Inc. will survive the merger as a subsidiary of WhiteHawk Acquisition, Inc. (Parent).
• Merger Sub accepted all validly tendered shares on June 21, 2025.
• Each outstanding share of PHX Minerals Inc. common stock (with certain exceptions) was converted into the right to receive cash equal to the Offer Price.
• The 100 shares of common stock of Merger Sub were converted into 100 shares of common stock of the Surviving Corporation.
• PHX Minerals Inc. shares, previously traded under ticker "PHX", ceased trading and are being delisted from the New York Stock Exchange.
• WhiteHawk LP tendered 946,606 shares and no longer beneficially owns any securities of the Issuer.

Sentiment

Score: 7

Explanation: The sentiment is positive for the acquiring entity as the acquisition was successfully completed, and definitive for the target shareholders who received cash for their shares. The delisting removes public liquidity, which is a neutral to negative aspect for former public shareholders, but expected in a take-private transaction.

Positives

• The merger provides a definitive exit for PHX Minerals Inc. shareholders at the Offer Price.
• WhiteHawk Acquisition, Inc. and its affiliates have successfully acquired 100% beneficial ownership of PHX Minerals Inc.

Negatives

• PHX Minerals Inc. common stock has ceased trading and is being delisted from the New York Stock Exchange, removing its public trading liquidity.

Future Outlook

The document confirms the completion of a merger, resulting in PHX Minerals Inc. becoming a private subsidiary. No forward-looking statements regarding its future operations or financial performance are provided.

Industry Context

This transaction represents a consolidation within the mineral and royalty interest sector, where larger entities acquire smaller public companies to expand their asset base or achieve operational synergies, often taking them private.

Comparison to Industry Standards

• This document details a specific merger transaction rather than operational results. Therefore, a direct comparison to industry operational benchmarks or specific comparable companies' projects and results is not applicable. The transaction itself is a standard M&A process.

Management Changes

Corporate Governance

Related Party Transactions

• The transaction itself is a related party transaction in the context of the merger agreement between the Issuer and the WhiteHawk entities.
• WhiteHawk LP, a reporting person, tendered 946,606 shares into the Offer.

Stakeholder Impact

• Shareholders (PHX Minerals Inc.): Received cash for their shares at the Offer Price, and their shares are no longer publicly traded.
• Employees (PHX Minerals Inc.): The officers of Merger Sub became the officers of the Issuer, indicating a change in leadership. Broader employee impact is not detailed.
• WhiteHawk Acquisition, Inc.: Successfully acquired 100% of PHX Minerals Inc., expanding its asset base.

Next Steps

• PHX Minerals Inc. will operate as a subsidiary of WhiteHawk Acquisition, Inc.
• The delisting of PHX Minerals Inc. shares from the New York Stock Exchange will be finalized.

Key Dates

Keywords

PHX Minerals Inc., WhiteHawk Income Corporation, Merger, Acquisition, Delisting, NYSE, Schedule 13D/A, Change of Control, Oil and Gas, Mineral Rights