WhiteHawk Income Corp - Jun 23, 2025 Form 4 Insider Report for PHX MINERALS INC. (:PHX)

Role: 10%+ Owner
Signature: /s/ Jeffrey Slotterback, Chief Financial Officer, WhiteHawk Income Corporation
Stock symbol: :PHX
Transactions as of: Jun 23, 2025
Transactions value $: $154,753,007
Form type: 4
Date filed: 6/23/2025, 09:01 AM
Previous filing: May 22, 2025
SEC: View on sec.gov

Reporting Owners (4)

Name	Relationship	Address	Signature	Signature date	CIK
WhiteHawk Income Corp	10%+ Owner	2000 MARKET ST, SUITE 910, PHILADELPHIA	/s/ Jeffrey Slotterback, Chief Financial Officer, WhiteHawk Income Corporation	2025-06-23	0001921603
Herz Daniel C	10%+ Owner	2000 MARKET ST, SUITE 910, PHILADELPHIA	/s/ Daniel Herz	2025-06-23	0001516921
WhiteHawk Merger Sub, Inc.	10%+ Owner	2000 MARKET ST, SUITE 910, PHILADELPHIA	/s/ Jeffrey Slotterback, President, WhiteHawk Merger Sub, Inc.	2025-06-23	0002069490
WhiteHawk Acquisition, Inc.	10%+ Owner	2000 MARKET ST, SUITE 910, PHILADELPHIA	/s/ Jeffrey Slotterback, President, WhiteHawk Acquisition, Inc.	2025-06-23	0002069535

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	:PHX	Common Stock	Other	$159M	+36.5M		$4.35	100	Jun 23, 2025	Direct	F1
transaction	:PHX	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$4.12M	-947K	-100%	$4.35	0	Jun 23, 2025	See footnote	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

WhiteHawk Income Corp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On June 23, 2025, WhiteHawk Income Corporation ("WHIC") and WhiteHawk Acquisition, Inc. ("Parent") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of May 8, 2025 (the "Merger Agreement") by and among PHX Minerals Inc. (the "Issuer"), Parent, and WhiteHawk Merger Sub, Inc. ("Purchaser"). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Corporation") as a subsidiary of Parent, a subsidiary of WHIC. At the effective time of the Merger, 100 outstanding shares of common stock of Purchaser were converted into and became 100 shares of the Surviving Corporation.
F2	WhiteHawk - Equity Holdings, LP ("WhiteHawk LP") tendered 946,606 shares of common stock into Purchaser's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01666 per share , of the Issuer at a purchase price of $4.35 per share, net to the seller in cash, without interest thereon and subject to any applicable tax withholding, upon the terms and subject to the conditions of the Offer to Purchase, dated May 22, 2025, and the related Letter of Transmittal. Mr. Herz is the President, Chief Executive Officer, and Managing Member of the sole member of the general partner of WhiteHawk LP.

Content

On June 23, 2025, WhiteHawk Income Corporation ("WHIC") and WhiteHawk Acquisition, Inc. ("Parent") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of May 8, 2025 (the "Merger Agreement") by and among PHX Minerals Inc. (the "Issuer"), Parent, and WhiteHawk Merger Sub, Inc. ("Purchaser"). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Corporation") as a subsidiary of Parent, a subsidiary of WHIC. At the effective time of the Merger, 100 outstanding shares of common stock of Purchaser were converted into and became 100 shares of the Surviving Corporation.

WhiteHawk - Equity Holdings, LP ("WhiteHawk LP") tendered 946,606 shares of common stock into Purchaser's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01666 per share , of the Issuer at a purchase price of $4.35 per share, net to the seller in cash, without interest thereon and subject to any applicable tax withholding, upon the terms and subject to the conditions of the Offer to Purchase, dated May 22, 2025, and the related Letter of Transmittal. Mr. Herz is the President, Chief Executive Officer, and Managing Member of the sole member of the general partner of WhiteHawk LP.