UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 1209, 2025

PHX MINERALS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-31759	73-1055775
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
1320 South University DriveSuite 720
Fort Worth, Texas		76107
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (405) 948-1560

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.01666 par value		PHX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0203 ResultsAmendments to Articles of OperationsIncorporation andor FinancialBylaws; ConditionChange in Fiscal Year.

On ~~March~~April 129, 2025, ~~PHX~~the ~~Minerals~~Board ~~Inc.~~approved (the ~~“Company”)~~Third ~~issued~~Amended aand ~~press~~Restated ~~release~~Bylaws, ~~providing~~amending ~~information regarding~~ the ~~Company’s~~previously ~~quarter~~effective ~~and~~Second ~~year~~Amended ~~ended December 31, 2024 financial~~ and ~~operating~~Restated ~~results~~Bylaws. The ~~press~~bylaws ~~release~~were ismodified ~~furnished~~ as ~~Exhibit~~follows, ~~99.1~~in addition to ~~this~~conforming ~~Current Report on Form 8-K and is incorporated by reference herein.~~changes:

~~Item~~Section 71.01 ~~Regulation~~stated FDpreviously ~~Disclosure.~~that:

~~The~~“An ~~information~~annual ~~set~~meeting ~~forth~~of ~~under~~the ~~Item~~stockholders, ~~2.02~~for the election of ~~this~~directors ~~Current~~to ~~Report~~succeed onthose ~~Form~~whose ~~8-K~~terms isexpire ~~hereby~~and ~~incorporated~~for the transaction of such other business as may properly come before the meeting in ~~this~~accordance ~~Item~~with ~~7.01~~the provisions of these Bylaws and the DGCL, shall be held at such place, if any, either within or without the State of Delaware, or by ~~reference~~means of remote communication, on such date, and at such time as the Board shall each year fix, which date shall be within six (6) months following the end of the fiscal year of the Corporation.”

OnSection ~~March 12, 2025, the Company posted an updated investor presentation to its website~~1. A01 ~~copy~~has ofbeen ~~the~~revised ~~presentation is furnished~~ as ~~Exhibit 99.2 to this Current Report on Form 8-K.~~follows:

~~The~~“An ~~information~~annual inmeeting ~~Item 2.02 and Item 7.01~~ of ~~this~~the ~~Current Report on Form 8-K~~stockholders, ~~including~~for the ~~attached~~election ~~Exhibits~~of ~~99.1~~directors ~~and 99.2, is being furnished pursuant~~ to ~~Item~~succeed ~~2.02~~those ~~and~~whose ~~Item~~terms ~~7.01~~expire and ~~shall not be deemed to be “filed”~~ for ~~purposes~~the oftransaction ~~Section 18~~ of ~~the~~such ~~Securities~~other ~~Exchange~~business ~~Act~~as ofmay ~~1934,~~properly ascome ~~amended~~before (the ~~“Exchange~~meeting ~~Act”),~~in oraccordance ~~otherwise~~with ~~subject to~~ the ~~liabilities~~provisions of ~~that~~these ~~section,~~Bylaws and ~~shall~~the ~~not~~DGCL, beshall ~~deemed to~~ be ~~incorporated~~held byat ~~reference~~such ~~into~~place, if any, ofeither ~~the~~within ~~Company’s~~or ~~filings~~without ~~under~~ the ~~Securities~~State ~~Act~~ of ~~1933~~Delaware, asor ~~amended,~~by ormeans ~~the~~of ~~Exchange~~remote ~~Act~~communication, ~~whether~~on ~~made~~such ~~before or after the~~ date, ~~hereof~~ and ~~regardless~~at ~~of any general incorporation language in~~ such ~~filings,~~time ~~except~~as to the ~~extent~~Board ~~expressly~~shall ~~set~~each ~~forth~~year ~~by specific reference in such a filing~~fix.”

Item 9.01 Financial Statements and Exhibits.


	(d)	Exhibits.

ExhibitNo.	Title of Document
99.1	Press Release, dated March 12, 2025
3.1	Third Amended and Restated Bylaws
99.2	Corporate Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHX MINERALS INC.


			PHX MINERALS INC.

Date:	April 11, 2025	By:	/s/ Chad L. Stephens
			Chad L. Stephens Chief Executive Officer

		By:	/s/ Chad L. Stephens
			Chad L. Stephens
			Chief Executive Officer
DATE:	March 12, 2025

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