Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

The board of directors (the "Board") of PHX Minerals Inc. (the "Company") has appointed Steve Packebush to serve as a director on the Company's Board, with an effective date of April 1, 2022. Mr. Packebush accepted the Company's offer to serve on the Board on March 14, 2022. Mr. Packebush's appointment fills the Board vacancy created by the departure of Christopher T. Fraser, who retired from the Company's Board effective March 2, 2022. Mr. Packebush will serve on the Audit Committee of the Company's Board. Mr. Packebush's term on the Company's Board ends at the 2023 annual meeting of shareholders, which the Company intends to hold in March 2023, or at such time as his successor has been elected and qualified. His compensation will be consistent with the non-employee director compensation described under "Compensation of Directors" in the Company's Definitive Proxy Statement for its 2022 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission (the "SEC") on January 20, 2022, which description is incorporated herein by reference. In addition, the Company will enter into its form of Amended Indemnification Agreement with Mr. Packebush, a copy of which has been filed as Exhibit 10 to the Company's Current Report on Form 8­K filed with the SEC on June 19, 2007.

Mr. Packebush is a founder and partner in Elevar Partners, LLC, a company providing advisory services and capital solutions for companies in the agriculture and energy markets. Prior to Elevar Partners, Mr. Packebush worked at Koch Industries, Inc. for over 30 years, retiring in March 2018. Until his retirement, he was the president of Koch Ag & Energy Solutions ("KAES"). Under his leadership, KAES grew to be one of world's largest fertilizer companies. Mr. Packebush also oversaw the expansion of KAES, which included the addition of three start-up businesses: Koch Energy Services became one of the largest natural gas marketing companies in North America; Koch Methanol supplied methanol to global customers in the plywood, carpet, fuels, and plastics markets; and Koch Agronomic Services became a global leader in enhanced-efficiency fertilizer production and marketing. Mr. Packebush currently serves on the LSB Industries, Inc. and Monolith Materials Inc. board of directors. He is a graduate of Kansas State University with a bachelor's degree in agricultural economics.

There is no arrangement or understanding between Mr. Packebush and any other persons pursuant to which Mr. Packebush was appointed as a director. Furthermore, there are no transactions between Mr. Packebush and the Company that would be required to be reported under Item 404(a) of Regulation S­K.

Item 7.01 Regulation FD Disclosure.

On March 17, 2022, the Company issued a press release announcing the appointment of Steve Packebush to the Company's Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits


Exhibit
No.        Description
99.1         Press Release dated March 17, 2022.



104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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