PHX Minerals to be acquired by WhiteHawk for $4.35 per share in all-cash deal

PHX MINERALS INC.

Offer price of $4.35/share in cash; total equity commitment of $104.2M from WhiteHawk entities.
Debt financing of $100M from EIG CMC for the acquisition; expected close by November 10, 2025.
Termination fee of $6.8M payable by either party under certain conditions.
Supporting stockholders (directors/officers) owning ~10% of shares agree to tender and support the deal.
CEO and CFO employment will terminate at effective time; eligible for change-in-control severance.

item 1.01 item 2.02 item 5.02 item 7.01 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Ralph D’Amico

Chief Financial Officer and Executive Vice President

PHX MINERALS INC.

Filed: May 12, 2025, 7:59 PM ET

the employment of each of Ralph D’Amico, the Company’s Chief Financial Officer and Executive Vice President and Chad L. Stephens, the Company’s President and Chief Executive Officer will be terminated at the Effective Time.

Departed

Chad L. Stephens

President and Chief Executive Officer

PHX MINERALS INC.

Filed: May 12, 2025, 7:59 PM ET

the employment of each of Ralph D’Amico, the Company’s Chief Financial Officer and Executive Vice President and Chad L. Stephens, the Company’s President and Chief Executive Officer will be terminated at the Effective Time.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Ralph D’Amico was terminated as Chief Financial Officer and Executive Vice President at PHX MINERALS INC..

Action: terminated
Role: Chief Financial Officer and Executive Vice President

Exact text from the filing

the employment of each of Ralph D’Amico, the Company’s Chief Financial Officer and Executive Vice President and Chad L. Stephens, the Company’s President and Chief Executive Officer will be terminated at the Effective Time.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Chad L. Stephens was terminated as President and Chief Executive Officer at PHX MINERALS INC..

Action: terminated
Role: President and Chief Executive Officer

Exact text from the filing

the employment of each of Ralph D’Amico, the Company’s Chief Financial Officer and Executive Vice President and Chad L. Stephens, the Company’s President and Chief Executive Officer will be terminated at the Effective Time.

View on SEC.gov

Source: SEC EDGAR

accession 0001104659-25-047293

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