4//SEC Filing
WhiteHawk Income Corp 4
Accession 0001104659-25-061436
CIK 0000315131other
Filed
Jun 22, 8:00 PM ET
Accepted
Jun 23, 9:01 AM ET
Size
35.3 KB
Accession
0001104659-25-061436
Insider Transaction Report
Form 4
PHX MINERALS INC.NYSE:PHX
Herz Daniel C
10% Owner
Transactions
- Disposition from Tender
Common Stock
2025-06-23$4.35/sh−946,606$4,117,736→ 0 total(indirect: See footnote) - Other
Common Stock
2025-06-23$4.35/sh+36,522,010$158,870,744→ 100 total
WhiteHawk Acquisition, Inc.
10% Owner
Transactions
- Other
Common Stock
2025-06-23$4.35/sh+36,522,010$158,870,744→ 100 total - Disposition from Tender
Common Stock
2025-06-23$4.35/sh−946,606$4,117,736→ 0 total(indirect: See footnote)
WhiteHawk Merger Sub, Inc.
10% Owner
Transactions
- Other
Common Stock
2025-06-23$4.35/sh+36,522,010$158,870,744→ 100 total - Disposition from Tender
Common Stock
2025-06-23$4.35/sh−946,606$4,117,736→ 0 total(indirect: See footnote)
WhiteHawk Income Corp
10% Owner
Transactions
- Other
Common Stock
2025-06-23$4.35/sh+36,522,010$158,870,744→ 100 total - Disposition from Tender
Common Stock
2025-06-23$4.35/sh−946,606$4,117,736→ 0 total(indirect: See footnote)
Footnotes (2)
- [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.
Issuer
PHX MINERALS INC.
CIK 0000315131
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001921603
Filing Metadata
- Form type
- 4
- Filed
- Jun 22, 8:00 PM ET
- Accepted
- Jun 23, 9:01 AM ET
- Size
- 35.3 KB