Sec Form 5 Filing - Brown Glen A @ PHX MINERALS INC. - 2024-12-31

FORM 5 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 Brown Glen A 2. Issuer Name and Ticker or Trading Symbol PHX MINERALS INC. [ PHX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1320 SOUTH UNIVERSITY DRIVE, SUITE 720 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2024 (Street) FORT WORTH, TX76107 4. If Amendment, Date Original Filed (MM/DD/YY) 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 12/05/2024( 1 ) ( 1 ) A 51,326 ( 2 ) A 169,539 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 Brown Glen A 1320 SOUTH UNIVERSITY DRIVE SUITE 720 FORT WORTH, TX76107 X Signatures /s/ Glen A. Brown 02/03/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transactions with respect to crediting Deferred Stock Units to the reporting person's account occurred on a quarterly basis subsequent to the reporting person becoming a director in 2021. Transactions with respect to the reinvestment of dividends on such Deferred Stock Units have occurred when dividends are paid by the issuer. The last transaction described in this footnote was a reinvestment of dividends on Deferred Stock Units that occurred on December 5, 2024. ( 2 )Represents Deferred Stock Units that have not been previously reported, which are comprised of (i) Deferred Stock Units credited to the reporting person's account on a quarterly basis at the then-current stock price pursuant to the Director Deferred Compensation Plan subsequent to the reporting person becoming a director in 2015 and (ii) additional Deferred Stock Units credited to the reporting person's account as a result of the reinvestment of dividends, when paid by the issuer, on the Deferred Stock Units.

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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