☑Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period endedMarch 31,2025 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller Large accelerated filer☐Accelerated filer☐Non-accelerated filerEmerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Outstanding shares of Common Stock at May 5, 2025:37,922,368shares. INDEX Part IFinancial Information Item 1Condensed Financial StatementsCondensed Balance Sheets – March 31, 2025 and December 31, 2024Condensed Statements of Income – Three months ended March 31, 2025 and 2024Statements of Stockholders’ Equity – Three months ended March 31, 2025 and 2024Condensed Statements of Cash Flows – Three months ended March 31, 2025 and 2024 Part IIOther Information Item 1Legal Proceedings23Item 1ARisk Factors23Item 2Unregistered Sales of Equity Securities and Use of Proceeds23Item 6Exhibits23Signatures24 Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (“Form 10-Q”) includes “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, asamended (the “Exchange Act”). These statements involve known and unknown risks, uncertainties and other factors that may causeour actual results, performance or achievements to be materially different from any future results, performance or achievementsexpressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements in this Form All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events ordevelopments that we expect or anticipate will or may occur in the future are forward-looking statements. Forward-lookingstatements may include, but are not limited to, statements relating to: our ability to execute our business strategies; the volatility ofrealized natural gas and oil prices; the level of production on our properties; estimates of quantities of natural gas, oil and NGLreserves and their values; general economic or industry conditions; public health crises or pandemics, and any related actions takenby businesses and governments; legislation or regulatory requirements; conditions of the securities markets; our ability to raise We caution you that the forward-looking statements contained in this Form 10-Q are subject to risks and uncertainties,many of which are beyond our control, incident to the exploration for, and development, production and sale of, natural gas, oil,and NGLs. These risks include, but are not limited to, the risks described in Item 1A of the Company’s Annual Report on Form 10- Should one or more of the risks or uncertainties described above or elsewhere in this Form 10-Q occur, or shouldunderlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Any forward-looking statement speaks only as of the date of which such statement is made, and we undertake Except as required by applicable law, all forward-looking statements attributable to us are expressly qualified in theirentirety by this cautionary statement. This cautionary statement should be considered in connection with any subsequent written or Glossary of Certain Terms The following is a glossary of certain accounting, oil and natural gas industry and other defined terms used in this Form 10-Q: PART I FINANCIAL INFORMATION NOTE 1: Basis of Presentation and Accounting Principles Basis of Presentation The accompanying unaudited condensed financial statements of PHX Minerals Inc. have been prepared in accordance withthe instructions to Form 10-Q as prescribed by the SEC. Management believes that all adjustments necessary for a fair presentationof the financial position and results of operations and cash flows for the periods have been included. All such adjustments are of a Certain amounts and disclosures have been condensed or omitted from these financial statements pursuant to the rules andregulations of the SEC. Therefore, these condensed financial statement