---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-047293"
form_type: "8-K"
ticker: null
cik: "0000315131"
company_name: "PHX MINERALS INC."
filed_at: "2025-05-12T23:59:59+00:00"
generated_at: "2026-05-22T00:47:36.611097+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-25-047293
- form_type: 8-K
- cik: 0000315131
- company_name: PHX MINERALS INC.
- filed_at: 2025-05-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.02, 5.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/315131/000110465925047293/0001104659-25-047293-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/315131/000110465925047293/tm2514675d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-047293
- JSON: https://secwatch.observer/filing/0001104659-25-047293.json
- Plain text: https://secwatch.observer/filing/0001104659-25-047293.txt

## Key facts
- Executive change
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925047293/0001104659-25-047293-index.htm
- Executive change
  Chad L. Stephens was terminated as President and Chief Executive Officer at PHX MINERALS INC..
  - Action: terminated
  - Role: President and Chief Executive Officer
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925047293/0001104659-25-047293-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.