--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-25-061419" form_type: "8-K" ticker: null cik: "0000315131" company_name: "PHX MINERALS INC." filed_at: "2025-06-23T23:59:59+00:00" generated_at: "2026-05-19T00:21:09.640173+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # PHX Minerals acquired by WhiteHawk in $187M all-cash deal; shares delisted ## Summary - Tender offer closed with 73.7% of shares tendered; remaining shares acquired in merger at $4.35/sh. - Aggregate consideration ~$187M; PHX becomes wholly owned subsidiary of WhiteHawk. - NYSE listing suspended; PHX to file Form 15 to suspend SEC reporting. - CEO Chad Stephens, CFO Ralph D'Amico, and all board members resigned; new leadership appointed. - PHX became guarantor of WHIC's note purchase agreement; prior credit agreement terminated. ## SEC filing metadata - accession: 0001104659-25-061419 - form_type: 8-K - cik: 0000315131 - company_name: PHX MINERALS INC. - filed_at: 2025-06-23T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/tm2518602d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-25-061419 - JSON: https://secwatch.observer/filing/0001104659-25-061419.json - Plain text: https://secwatch.observer/filing/0001104659-25-061419.txt ## Key facts - Debt Financings PHX MINERALS INC. incurred guarantee with U.S. Bank Trust Company, National Association, as administrative agent. - Instrument: guarantee - Counterparty: U.S. Bank Trust Company, National Association, as administrative agent - Event: incurrence source text: On June 23, 2025, after giving effect to the transactions contemplated by the Merger Agreement, PHX became a guarantor of the indebtedness under that certain Note Purchase Agreement, dated as of September 17, 2024 (as amended including in connection with the consummation of the transactions contemplated by the Merger Agreement, the “Amended Note Purchase Agreement”), by and among WHIC, the holders party thereto and U.S. Bank Trust Company, National Association, as administrative agent. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Steven L. Packebush resigned as Director at PHX MINERALS INC.. - Action: resigned - Role: Director source text: each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Chad L. Stephens resigned as Director at PHX MINERALS INC.. - Action: resigned - Role: Director source text: each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Glen A. Brown resigned as Director at PHX MINERALS INC.. - Action: resigned - Role: Director source text: each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-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 was terminated at the effective time of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Daniel Herz was appointed as Chief Executive Officer at PHX MINERALS INC.. - Action: appointed - Role: Chief Executive Officer source text: Daniel Herz appointed as Chief Executive Officer of the Company, Jeff Smith appointed as President of the Company, and Jeffrey Slotterback appointed as Chief Financial Officer and Secretary of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Lee M. Canaan resigned as Director at PHX MINERALS INC.. - Action: resigned - Role: Director source text: each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Jeff Smith was appointed as President at PHX MINERALS INC.. - Action: appointed - Role: President source text: Daniel Herz appointed as Chief Executive Officer of the Company, Jeff Smith appointed as President of the Company, and Jeffrey Slotterback appointed as Chief Financial Officer and Secretary of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Mark T. Behrman resigned as Director at PHX MINERALS INC.. - Action: resigned - Role: Director source text: each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Jeffrey Slotterback was appointed as Director at PHX MINERALS INC.. - Action: appointed - Role: Director source text: Jeffrey Slotterback was appointed as the sole member of the Board of Directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change John H. Pinkerton resigned as Director at PHX MINERALS INC.. - Action: resigned - Role: Director source text: each of Mark T. Behrman, Glen A. Brown, Lee M. Canaan, Steven L. Packebush, John H. Pinkerton, and Chad L. Stephens resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 23, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Executive change Jeffrey Slotterback was appointed as Chief Financial Officer and Secretary at PHX MINERALS INC.. - Action: appointed - Role: Chief Financial Officer and Secretary source text: Daniel Herz appointed as Chief Executive Officer of the Company, Jeff Smith appointed as President of the Company, and Jeffrey Slotterback appointed as Chief Financial Officer and Secretary of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - 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 was terminated at the effective time of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Governance Changes PHX MINERALS INC.: Certificate of incorporation amended and restated in entirety pursuant to Merger Agreement. - Change: charter amendment source text: Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of the Company was amended and restated to read in its entirety as the certificate of incorporation attached as Exhibit B to the Merger Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - Governance Changes PHX MINERALS INC.: Bylaws amended and restated in entirety to become the bylaws of Purchaser in effect immediately prior to the effective time of the Merger. - Change: bylaw amendment source text: and the bylaws of the Company were amended and restated in their entirety as the bylaws of Purchaser in effect immediately prior to the effective time of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm - M&A Transactions PHX MINERALS INC. underwent a change of control involving WhiteHawk Acquisition, Inc. and WhiteHawk Merger Sub, Inc. for $187 million (closed 2025-06-23). - Action: change of control - Counterparty: WhiteHawk Acquisition, Inc. and WhiteHawk Merger Sub, Inc. - Consideration: $187 million - Closing: 2025-06-23 source text: form that will not trigger a tax or penalty under Section 409A of the Code. The aggregate consideration paid by Parent and Purchaser in the Offer and Merger was approximately $187 million, without giving effect to related transaction fees and expenses. Parent and Purchaser funded the consideration paid to stockholders in the Offer and pursuant to the Merger evidence_url: https://www.sec.gov/Archives/edgar/data/315131/000110465925061419/0001104659-25-061419-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.