Transaction Details

Footnotes

On May 8, 2025, PHX Minerals Inc. (the "Issuer") entered into an Agreement and Plan of Merger with the WhiteHawk Acquisition, Inc., a Delaware corporation (the "Parent"), and WhiteHawk Merger Sub, Inc., a Delaware corporation (the "Merger Sub") and a wholly owned subsidiary of Parent (the "Merger Agreement"). On June 23, 2025, Merger Sub completed a tender offer (the "Offer") pursuant to the terms of the Merger Agreement for the outstanding shares of common stock of the Issuer for an offer price of $4.35 per share, without interest and subject to applicable tax withholding (the "Offer Price"). Thereafter, Merger Sub merged with and into the Issuer (the "Merger") pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of the Parent. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement. | Represents shares of common stock issued on June 23, 2025 (the "Additional Performance Shares") pursuant to a Restricted Stock Award Agreement entered into between the Issuer and the reporting person (the "Award Agreement"). Immediately prior to the effective time of the Merger, the restricted shares granted under the Award Agreement vested assuming achievement of maximum performance. As a result, pursuant to the terms of the Award Agreement, 187.5% of the restricted shares originally granted under the Award Agreement vested at such time, and the Additional Performance Shares, representing the difference between such number of vested shares and the number of restricted shares originally granted under the Award Agreement, were issued to the reporting person. | Total number of shares includes restricted shares with vesting based on performance criteria and elapsed time. | Represents shares of common stock tendered to Merger Sub pursuant to the Offer. | Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, all of the restricted shares held by the reporting person vested in full (assuming achievement of maximum performance, with respect to performance-based restricted shares) became free of restrictions and were automatically cancelled and converted into the right to receive an amount in cash equal to $4.35 per share, without interest and subject to applicable tax withholding.