Sec Form 4/A Filing - True Chad @ PHX MINERALS INC. - 2024-12-20

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person True Chad 2. Issuer Name and Ticker or Trading Symbol PHX MINERALS INC. [ PHX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Principal Accounting Officer (Last) (First) (Middle) 1601 NW EXPRESSWAY, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2024 (Street) OKLAHOMA CITY, OK73118 4. If Amendment, Date Original Filed (MM/DD/YY) 12/23/2024 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/20/2024 12/20/2024 A 3,265 ( 1 ) ( 2 ) A $ 0 108,901 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other True Chad 1601 NW EXPRESSWAY, SUITE 1100 OKLAHOMA CITY, OK73118 Principal Accounting Officer Signatures /s/ Chad D. True 01/16/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock that were granted on December 20, 2024 (the "Additional Performance Shares") pursuant to a Restricted Stock Award Agreement entered into between the issuer and the reporting person (the "Award Agreement"). The 26,123 shares of restricted common stock (the "Restricted Shares") originally granted under the Award Agreement were included in the reporting person's common stock holdings reported on the Form 3 filed with the Securities and Exchange Commission on February 1, 2023 (the "February 2023 Form 3"). As a result of achieving 125% of the target performance goals under the Award Agreement, the Additional Performance Shares were granted to the reporting person in addition to the Restricted Shares reported on the February 2023 Form 3. ( 2 )The original Form 4 filed on December 23, 2024 (the "December 2024 Form 4") reported the withholding of 8,552 shares of common stock (the "Withheld Shares") to cover payroll tax liability on the vesting of the Restricted Shares. However, the Withheld Shares also served to cover payroll tax liability with respect to the grant of the Additional Performance Shares. The December 2024 Form 4 is amended by this amendment to add the line item in Table I disclosing the grant of the Additional Performance Shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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