Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2023, PHX Minerals Inc. (the "Company") entered into indemnification agreements (the "Delaware Indemnification Agreements") with each of the Company's directors and certain officers. The Company previously entered into indemnification agreements (the "Oklahoma Indemnification Agreements") with its directors and certain officers that provided for indemnification to the fullest extent permitted under Oklahoma law. Since entering into the Oklahoma Indemnification Agreements, the Company reincorporated from Oklahoma to Delaware (the "Reincorporation"), as previously disclosed. Accordingly, the Company entered into the Delaware Indemnification Agreements primarily to reflect the Reincorporation. The Delaware Indemnification Agreements were entered into with each director and officer who had previously entered into an Oklahoma Indemnification Agreement, as well as certain other officers. The Delaware Indemnification Agreements replace and supersede the Oklahoma Indemnification Agreements with respect to the directors and officers who had previously entered into the Oklahoma Indemnification Agreements.

The Delaware Indemnification Agreements provide for indemnification of such directors and officers to the fullest extent permitted under Delaware law as it now exists or may in the future be amended, against all expenses, liabilities and loss incurred in connection with their service as a director or officer on behalf of the Company. In addition, the Delaware Indemnification Agreements provide that, to the extent not prohibited by applicable law, the Company shall pay the expenses, including attorneys' fees, incurred by such director or officer, in defending any action, suit or proceeding in advance of its final disposition and the indemnitee undertakes to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified by the Company.

The foregoing description of the Delaware Indemnification Agreements is a general description only and is qualified in its entirety by reference to the form of the Delaware Indemnification Agreement, which is filed as Exhibit 10.1, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit
No.      Description

10.1       Form of Indemnification Agreement.
104      Cover Page Interactive Data File (embedded within the Inline XBRL document).

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