UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDEDFor the fiscal year ended SEPTEMBER 30, 20192021

OR

Commission File Number:Number 001-31759

PANHANDLE OIL AND GASPHX MINERALS INC.

(Exact name of registrantRegistrant as specified in its charter)Charter)

Registrant’s telephone number, including area code: (405) 948-1560

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrantRegistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of 1934.           Act. Yes X ☐No☒

Indicate by check mark if the registrantRegistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.           Act.  Yes X ☐No

(Facing Sheet Continued)☒

Indicate by check mark whether the registrantRegistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   X Yes☒No☐

Indicate by check mark whether the registrantRegistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to submit such files).   X   Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, smaller reporting company, or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and large accelerated filer”“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):Act.

Emerging growth company       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    Yes     No

☐

Indicate by check mark whether the registrantRegistrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)Act).  Yes      X   Noyes☐no☒

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by using the $15.70$2.87 per share closing price of registrant's Class A Common Stock, as reported by the New York Stock Exchange at March 31, 2019,2021, was $246,376,520.$63,165,371.

AsThe number of December 1, 2019, the Registrant had 16,339,255 shares of Registrant’s Class A Common Stock outstanding.outstanding as of December 10, 2021, was 32,970,819.

Documents Incorporated By Reference

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement of Panhandle Oil and GasPHX Minerals Inc. (to be filed no later than 120 days after September 30, 2019)2021) relating to the Annual Meeting of StockholdersShareholders to be held on March 3, 2020,1, 2022, are incorporated into Part III of this Form 10-K.

T A B L E   O F   C O N T E N T S

Special Note Regarding Forward Looking Statements

This reportAnnual Report on Form 10-K for the year ended September 30, 2021 (this “Annual Report on Form 10-K”, this “Annual Report” or this “Form 10-K”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements in this Form 10-K by words such as “anticipate,” “project,” “intend,” “estimate,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “plan,” “forecast,” “target” or similar expressions.

All statements, other than statements of historical facts, included in this reportAnnual Report on Form 10-K that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements may include, but are not limited to statements relating to: our ability to execute our business strategies; the volatility of realized oilnatural gas and natural gasoil prices; the level of production on our properties; estimates of quantities of oil, NGL and natural gas, oil and NGL reserves and their values; general economic or industry conditions; legislation or regulatory requirements; conditions of the securities markets; our ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; title defects in the properties in which we invest; and other economic, competitive, governmental, regulatory or technical factors affecting our properties, operations or prices.

We caution you that the forward-looking statements contained in this Form 10-K are subject to risks and uncertainties, many of which are beyond our control, incident to the exploration for and development, production and sale of oilnatural gas and natural gas.oil. These risks include, but are not limited to, the risks described in Item 1A of this Annual Report on Form 10-K, for the year ended September 30, 2019 (the “2019 Annual Report on Form 10-K” or this “Annual Report”), and all quarterly reports on Form 10-Q filed subsequently thereto.

Should one or more of the risks or uncertainties described above or elsewhere in our 2019this Annual Report on Form 10-K occur, or should underlying 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 the Company undertakeswe undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Except as required by applicable law, all forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Glossary of Certain Terms

The following is a glossary of certain accounting, oilnatural gas and natural gasoil industry and other defined terms used in this Annual Report:

As used herein, the “Company,” “Panhandle,“PHX,” “we,” “us” and “our” refer to PHX Minerals Inc., formerly known as Panhandle Oil and Gas Inc., and its predecessors and subsidiaries unless the context requires otherwise.

Fiscal year references

All references to years or fiscal years in this report,Annual Report, unless otherwise noted, refer to the Company’s fiscal year end ofended September 30. For example, references to 20192021 mean the fiscal year ended September 30, 2019.2021.

References to oilnatural gas and natural gasoil properties

References to oilnatural gas and natural gasoil properties inherently include NGL associated with such properties.

PART I

Overview

Panhandle Oil and GasPHX Minerals Inc. was founded in Range, Texas County, Oklahoma, in 1926, as Panhandle Cooperative Royalty Company. The Company operated as a cooperative until 1979, when it merged into Panhandle Royalty Company and its shares became publicly traded. On April 2, 2007, the Company’sCompany changed its name was changed to Panhandle Oil and Gas Inc., and on October 8, 2020, the Company changed its name to PHX Minerals Inc.

Panhandle Oil and GasPHX Minerals Inc. is an Oklahoma City-based company focused on perpetual oilnatural gas and natural gasoil mineral ownership in resource plays in the United States. In addition, as part of our evolution asPrior to a company, we own interestsstrategy change in leasehold acreage and non-operated interests in oil and natural gas properties. Historically, we have2019, the Company participated with a working interest on some of ourits mineral and leasehold acreage.acreage and as a result still holds legacy interests in leasehold acreage and non-operated working interests in natural gas and oil properties.

Strategic Focus on Mineral Ownership

During fiscal year 2019, the Companywe made the strategic decision to focus on perpetual oilnatural gas and natural gasoil mineral ownership and growth through mineral acquisitionsby acquiring minerals in our core areas of focus and the development of itsby developing our significant mineral acreage inventory in its core areas of focus.inventory. In accordance with this new strategy, the Company plans to ceasewe have ceased taking any working interest positions on itsour mineral and leasehold acreage going forward. The Company believesacreage. During fiscal years 2020 and 2021, we did not participate with a working interest in the drilling of any new wells. We believe that itsour strategy to focus on mineral ownership is the best path forward to givingprovide our stockholdersshareholders the greatest risk-weighted returns on their investments going forward.investments.

A “mineral fee” is an interest in real property in which the owner owns all of the rights to the minerals under the surface forever, as compared to a mineral lease in which the lessee’s rights end at the expiration of the lease term or after there is no longer production onin paying quantities ceases with respect to the lease.lease or the lease otherwise terminates in accordance with its terms. Generally, the mineral interest owner of a mineral fee interest reserves a non-cost bearing royalty interest upon the lease of such gas, oil, gas, and other minerals to ana gas and oil and gas exploration and development company. Such companies will lease such mineral interestinterests from the fee mineral owner for a term with the expectation of producing oilnatural gas and gas,oil, thereby generating free cash flow from bonuses and royalties. royalties to the mineral interest owner.

As referenced above, Panhandle’sour leasehold interests, rather than our mineral interests, are non-operated working interests on the lease of the minerals from the mineral fee owner.interests. These non-operated working interests require Panhandleus to contribute itsour proportionate share of the costs incurred by the operator in the development of such minerals. As discussed above and further below, Panhandlesince the end of 2019 and going forward, we no longer expectsseek to participate with such working interests going forward. Panhandle’sand have started a process of divesting working interests and redeploying the proceeds into high quality mineral and royalty properties. Our producing mineral and leasehold properties are located primarily in Oklahoma, Texas, Louisiana, North Dakota Texas, Arkansas and New Mexico. The majority of our oil, NGL and natural gas production is from wells located in Oklahoma, North Dakota, Texas and Arkansas.

Although a significant amount of our revenues is currently derived from the production and sale of oil, NGL and natural gas, onoil and NGL from our working interests, a growing portion of our revenues is derived from lease bonus payments and royalties grantedgenerated from the production and sale of natural gas, oil NGL and natural gas.NGL. These royalties are tied to our perpetual ownership of mineral acreage, and this ownership is perpetual, unless sold by

the Company.we sell such mineral interests. Royalties are due and payable towhenever the Company whenever oil, NGL oroperator of such interest produces and sells natural gas, is produced and soldoil or NGL from wells located on the Company’sour mineral acreage.

We owned approximately 258,231 perpetual mineral acres asAs of September 30, 2019,2021, we owned approximately 251,600 perpetual mineral acres, as detailed in the table below:

Approximately 71%30% of our net minerals are currently under lease with an operator and 25% have a producing well. Additionally, 70% of our net mineral position is currently unleased, providing us the opportunity, through potential future leases, to generate additional cash flow from bonus payments and royalties without spending additional capital. We also own leases on 17,199 net acres primarily in Oklahoma and working interests, royalty interests or both, in 6,4966,457 producing oil and natural gas and oil wells and 120277 wells in the process of being drilled or completed.

Exploration and development of our oilnatural gas and natural gasoil properties are conducted by oilnatural gas and natural gasoil exploration and production companies, primarilywhich typically are larger, independent oil and gas operating companies. We do not operate any of our oil and natural gas and oil properties. While we previously have beenwere an active working interest participant for many years in wells drilled on the Company’sour mineral and leasehold acreage, our currentwe now focus is on growth through mineral acquisitions and through development of our significant mineral acreage inventory in our core areas of focus.inventory.

We intend to maximize shareholder value to our stockholders through the acquisition of mineral acreage in the corescore areas of resource plays with substantial undeveloped opportunities;opportunities, divestiture of non-core minerals with limited optionality when the amount negotiated exceeds our projected total value;value, and aggressiveproactive leasing of our mineral holdings.

Our Business Strategy

Our principal business objective is to maximize value to our stockholders.shareholder value. At the end of 2019, the Companywe made the strategic decision to cease taking any working interest positions on itsour mineral and leasehold acreage going forward. The Companyacreage. Our focus since then has decided to focusbeen on growth through mineral acquisitions and through development of itsby developing our significant mineral acreage inventory in itsour core areas of focus. The Company believes thatareas. We believe this is the best path to givingprovide our stockholdersshareholders the greatest risk-weighted returns on their investments going forward.investment. We intend to accomplish this objective by executing the following corporate strategies:

Our Business Strengths

We believe the following attributes position Panhandleus to achieve itsour objectives:

Principal Products and Markets

The Company derivesWe derive our revenue through its bonus and royalty payments and from working interests on itsour mineral and leasehold acreage. The Company’sOur principal products from the production associated with itsour royalty and non-operated interests, in order of revenue generated, are natural gas, crude oil natural gas and NGL. These products are generally sold by our well operators to various purchasers, including pipeline and marketing companies, which service the areas where the Company’s producing wells are located. Since the Company doeswe do not operate any of the wells in which it ownswe own an interest, it relieswe must rely on the operating expertise of numerous companies that operate the wells in which the Company owns interests. This includeswe own interests, including expertise in the drilling and completion of new wells, producing well operations and, in most cases, the marketing or purchasing of production from the wells. Oil, NGL andWe receive payment from natural gas, sales are principally handled by the well operator. Payment for oil and NGL and natural gas sold is received by the Companysales from the well operator or the contracted purchaser.

Prices of oil, NGL and natural gas, oil and NGL are dependent on numerous factors beyond the Company’sour control, including supply and demand, competition, weather, international events and geo-political circumstances, actions taken by OPEC and economic, political and regulatory developments. Since demand for natural gas is subject to weather conditions, prices received for the Company’sour natural gas production may be subject to seasonal variations.

The Company entersWe enter into price risk management financial instruments (derivatives) to reduce the Company’sour exposure to short-term fluctuations in the price of oil and natural gas and oil and to protect itsour return on investments. The derivative contracts apply only to a portion of the Company’s oil andour natural gas and oil production, and provide only partial price protection against declines in oil and natural gas prices. These derivative contracts expose the Company to risk of financial lossand oil prices and may limit the benefit of future increases in oil and natural gas and oil prices. Please readsee Item 7A – “Quantitative and Qualitative Disclosures about Market Risk” and Note 112 to the financial statements included in Item 8 – “Financial Statements and Supplementary Data” for additional information regarding the derivative contracts entered into by the Company.we enter into.

Competitive Business Conditions

The oil and natural gas industry is highly competitive, particularly in the search for newwith respect to attempting to acquire additional fee mineral interests and oil, NGL and natural gas, oil and NGL reserves. Many factors beyond itsour control affect Panhandle’sour competitive position. Some of these factors include: the quantity and price of foreign oil imports; domestic supply and deliverability of natural gas, oil NGL and natural gas; NGL;

changes in prices received for oil, NGL and natural gas, oil and NGL production; business and consumer demand for refined natural gas, oil products NGL and natural gas;NGL; and the effects of federal, state and local regulation of the exploration for, production of and sales of oil, NGL and natural gas, oil and NGL (see Item 1A – “Risk Factors”). Many companies have substantially greater resources than we have, and such companies may have more resources to evaluate, bid for and purchase more mineral fee, royalty and similar interests than our financial or human resources permit.

The Company doesWe do not operate any of the wells in which it haswe have an interest; rather, it relieswe rely on operating companies with greater resources, staff, equipment, research and experience for operation of wells in both the drilling and production phases. The Company’sof gas and oil wells. Our business strategy is to use its strongour stable and flexible financial base and its mineral and leasehold acreage ownership,position, coupled with itsour own geologic and economic evaluations, to acquire new mineral acreage and to lease or farmout itsour mineral orand leasehold acreage while retaining a royalty interest and to acquire new mineral acreage.interests. We believe this strategy allows the Companyus to compete effectively in a competitive mineral market; however, our ability to acquire additional mineral fee, royalty and similar interests in the future will depend upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment.

Major Customers

The Company’sOur natural gas, oil NGL and natural gasNGL production is sold, in most cases, through our lessees or well operators to numerous different purchasers. The loss of certain major purchasers of natural gas, oil and NGL production could have a material adverse effect on our ability to produce and sell, through our lessees or well operators, natural gas, oil and NGL production. The following table shows sales to major purchasers, by percentage, through various operators/purchasers during 2021, 2020 and 2019.

Regulation of the OilNatural Gas and Natural GasOil Industry

General

As the owner of mineral fee interests and non-operating working interests, we do not have any employees or contractors actually operating in the field, and we are not directly subject to many of the regulations of the oil and gas industry. The following disclosure describes regulations and environmental matters more directly associated with operators of oilnatural gas and natural gasoil properties, including our current operators. Since the Company doeswe do not operate any wells in which it owns an interest,we have interests, actual compliance with many laws and regulations is controlled by the well operators, with Panhandle beingand we are responsible only for itsour proportionate share of the costs, if any, involved on wells in which it ownswe own a working interest.

OilNatural gas and natural gasoil operations are subject to various types of legislation, regulation and other legal requirements enacted by governmental authorities. Legislation and regulation affecting the entire oil and natural gas industry is continuously being reviewed for potential revision. Some of these requirements carry substantial penalties for failure to comply.

Although we are generally not directly subject to many of the rules, regulations and limitations impacting the oilnatural gas and natural gasoil exploration and production industry as a whole, the operators whocompanies that operate on our propertiesinterests may be impacted by such rules and regulations and we may be responsible for our proportionate share of costs for wells on which we own a working interest. While thiswe may provide the Company with some insulationbe partially insulated from compliance costs applicable to our operator-lessees, we may still be indirectly impacted by operator regulations because our revenue stream depends on operators complying with applicable laws and regulations that govern the production of natural gas, oil NGL and natural gas.NGL.

Regulation of Drilling and Production

The production of oilnatural gas and natural gasoil is subject to regulation under federal, state and local statutes, rules, orders and regulations. These statutes and regulations require that operators obtain permits for drilling operations and drilling bonds, as well as require reportsprovide for reporting requirements concerning operations. Additionally, statesthe state regulatory agencies where we own mineral and leasehold interests have enacted regulations governing conservation matters, including provisions for the unitization or pooling of oilnatural gas and natural gasoil properties, the establishment of maximum allowable rates of production from oilnatural gas and natural gasoil wells, the regulation of well spacing and plugging and abandonment of wells. The effect of these regulations is to limit the amount of oilnatural gas and natural gasoil that can be produced from wells and to limit the number of wells or the locations at which can be drilled. Additionally, some

states where we hold mineral or leasehold interests may impose a production or severance tax with respect to the production and sale of oil, NGL and natural gas, oil and NGL within its jurisdiction.the applicable jurisdictions.

Regulation of Transportation of Oil

The sale and transportation of our crude oil is generally undertaken by the operators (or by third parties at the direction of the operators) of our properties. Sales of crude oil, condensate and NGL are not currently regulated and are made at negotiated prices; however, Congress has enacted price controls in the past and could reenact price controls in the future.

Sales of crude oil are affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. The Federal Energy Regulatory Commission (the “FERC”) regulates interstate oil pipeline transportation rates under the Interstate Commerce Act. Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines’ published tariffs.

Regulation of Transportation and Sale of Natural Gas

The sale and transportation of our natural gas is generally undertaken by the operators (or by third parties at the direction of the operators) of our properties. Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated pursuant to the

Natural Gas Act of 1938, the Natural Gas Policy Act of 1978 and regulations issued under those Acts by the FERC. In the past, the federal government regulated the prices at which natural gas could be sold. While sales by producers of natural gas can currently be made at uncontrolled market prices, Congress could reenact price controls in the future.

The FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on an open and non-discriminatory basis. The FERC has stated that open access policies are necessary to improve the competitive structure of the interstate natural gas pipeline industry and to create a regulatory framework that will put natural gas sellers into more direct contractual relations with natural gas buyers by, among other things, unbundling the sale of natural gas from the sale of transportation and storage services. Although the FERC’s orders do not directly regulate natural gas producers, they are intended to foster increased competition within all phases of the natural gas industry.

Intrastate natural gas transportation is subject to regulation by state regulatory agencies. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state.

Environmental Compliance and Risks

Our operators and properties are impacted by extensive and changing federal, state and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment and relating to safety and health.

OilNatural gas and natural gasoil exploration, development and production operations are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Historically, most of the environmental regulation of oilgas and gasoil production has been left to state regulatory boards or agencies in those jurisdictions where there is significant oilnatural gas and natural gasoil production, with limited direct regulation by such federal agencies as the Environmental Protection Agency.Agency (the “EPA”). However, there are various regulations issued by the Environmental Protection Agency (“EPA”)EPA and other governmental agencies that would govern significant spills, blow-outs or uncontrolled emissions.

Many states, including states where we own properties, have enacted oilnatural gas and natural gasoil regulations that apply to the drilling, completion and operations of wells and the disposal of waste oil and salt water. The operators of our properties are subject to such regulations. There are also procedures incident to the plugging and abandonment of dry holes or other non-operational wells, all as governed by the applicable governing state agency.

At the federal level, among the more significant laws and regulations that may affect our business and the oil and natural gas industry are: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as “CERCLA” or “Superfund;

“Superfund”; the Oil Pollution Act of 1990; the Resource Conservation and Recovery Act, also known as “RCRA,”“RCRA”;

the Clean Air Act; Federal Water Pollution Control Act of 1972, or the Clean Water Act; and the Safe Drinking Water Act of 1974.

Since the Company doeswe do not operate any wells in which it ownswe own an interest, actual compliance with environmental laws is controlled by the well operators, with Panhandle beingand we are only responsible for itsour proportionate share of the costs involved onfor wells thatin which we own a working interest. As such, the Company haswe have no knowledge of any instances of non-compliance with existing laws and regulations. The Company maintainsWe maintain insurance coverage at levels which are customary in the industry, but iswe are not fully insured against all environmental risks.

Taxes

The Company’s oil andOur natural gas and oil properties are subject to various taxes, such as gross production taxes and, in some cases, ad valorem taxes. The Company pays ad valorem taxes, which we pay on minerals owned in ten states.we own.

Employees

At September 30, 2019, Panhandle employed 22 persons. In addition to serving2021, we had 20 full-time employees, including our executive officers, and did not have any part-time employees.

Executive Officers

Chad L. Stephens has served as the Interimour President and Chief Executive Officer since January 2020.  Mr. Chad Stephens also servesserved as Interim CEO from October 2019 to December 2019, and he has served as a directorDirector of the Company.Company since September 2017.  Prior to joining the Company, Mr. Stephens held several positions at Range Resources Corporation from 1990 through his retirement in 2018, where he served as Senior Vice President – Corporate Development.

Ralph D’Amico has served as our Chief Financial Officer and Corporate Secretary since March 2020 and as Vice President – Business Development since January 2019.  Prior to joining the Company, Mr. D’Amico served as a Managing Director at Seaport Global Securities and held various energy investment banking positions at Stifel Nicolaus, Jefferies, Friedman Billings Ramsey and Salomon Smith Barney prior to then.

Corporate Office

The Company’s office isOur offices are located at Grand Centre,Valliance Bank Tower, Suite 300, 5400 N. Grand Blvd.,1100, 1601 NW Expressway, Oklahoma City, OK 73112.73118. Our telephone number is (405) 948-1560 and facsimile number is (405) 948-2038. The Company’sour website is www.panhandleoilandgas.comwww.phxmin.com.

Available Information

We make available free of charge on our website (www.panhandleoilandgas.com)(www.phxmin.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, and amendments to such filings, as soon as reasonably practicable after each are electronically filed with, or furnished to, the SEC.

We also make available within the “Corporate Governance” section under the “Investors” section of our website our Code of Ethics & Business Practices, Code of Ethics for Senior Financial Officers, Corporate Governance Guidelines, Lead Independent Director Charter and Audit Committee, Corporate  Governance and Nominating Committee and Compensation Committee Charters, each of which have been approved by our Board of Directors. We will make timely disclosure on our website of any change to, or waiver from, the Code of Ethics & Business Practices and Code of Ethics for Senior Financial Officers for our principal executive and senior financial officers. Copies of our Code of Ethics & Business Practices and Code of Ethics for Senior Financial Officers are available free of charge by writing us at: Panhandle Oil and GasPHX Minerals Inc., Attn: Robb Winfield, 5400 N. Grand Blvd.,Chad True, 1601 NW Expressway, Suite 300,1100, Oklahoma City, OK 73112.73118.

In addition to the other information included in this Form 10-K, the following risk factors should be considered in evaluating the Company’sour business and future prospects. If any of the following risk factors should occur, the Company’sour financial condition could be materially impacted, and the holders of our securities could lose part or all of their investment in Panhandle.the Company. As the owner of mineral fee interests and non-operating working interests, we do not operate any oilnatural gas and natural gasoil properties, and we do not have any employees or contractors in the field. As such, the risks associated with oilnatural gas and gasoil operations only affect us indirectly and typically through our non-operating working interests as we proportionately share in the costs of operating such wells. The risk factors

described below are not exhaustive, and investors are encouraged to perform their own investigation with respect to theour Company and itsour business. Investors should also read the other information in this Form 10-K, including the financial statements and related notes.

Risks Related to our Business

The volatility of oil and natural gas prices, and particularly the ongoing decline in thoseoil prices due to factors beyond our control greatly affects our financial condition, results of operations and cash available for distribution.

The supply of and demand for oil, NGL and natural gas, oil and NGL impact the prices we realize on the sale of these commodities and, in turn, materially affect the Company’sour financial results. Oil, NGLOur revenues, operating results, cash available for distribution and the carrying value of our natural gas and oil properties depend significantly upon the prevailing prices for natural gas, oil and NGL. Natural gas, oil and NGL prices have historically been, and will likely continue to be, volatile. The prices for oil, NGL and natural gas, oil and NGL are subject to wide fluctuation in response to a number of factors beyond our control, including:

Our revenues, operating results, cash available for distribution and the carrying value of our oil and natural gas properties depend significantly upon the prevailing prices for oil and natural gas. Historically, oil and natural gas prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control, including:

These factors and the volatility of the energy markets make it extremely difficult to predict future natural gas, oil and natural gasNGL price movements with any certainty. If the prices of natural gas, oil and natural gas remain at current levels orNGL decline, further, our operations, financial condition and level of expenditures for the development of our natural gas, oil and natural gasNGL reserves may be materially and adversely affected. Lower natural gas, oil and natural gasNGL prices may also result in a reduction in the borrowing base under our credit agreement, which may be determined at the discretion of our lenders.

Low oil, NGL and natural gas, oil and NGL prices for a prolonged period of time would have a material adverse effect on the Company.

The volatility of the energy markets makes it extremely difficult to predict future oil, NGL and natural gas, oil and NGL price movements with any certainty. Oil, NGL andThough more stable than during fiscal year 2020, natural gas, oil and NGL prices continued to fluctuate in fiscal year 20192021, with the ongoing COVID-19 pandemic contributing to volatility and have fluctuated significantly over the past several months. The Company’suncertainty. Our financial position, results of operations, access to capital and the quantities of oil, NGL and natural gas, oil and NGL that may be economically produced would be negatively impacted if oil, NGL and natural gas, oil and NGL prices were low for an extended period of time. The ways in which low prices could have a material negative effect include:include the following:

Lower oil NGL and natural gas and the response of the overall economy and the financial markets after the pandemic and response measures come to an end, the timing of which remains highly uncertain.

Lower natural gas, oil and NGL prices or negative adjustments to oil, NGL and natural gas, oil and NGL reserves may result in significant impairment charges.

The Company hasWe have elected to utilize the successful efforts method of accounting for its oil andour natural gas and oil exploration and development activities. Exploration expenses, including geological and geophysical costs, rentals and exploratory dry holes, are charged against income as incurred. Costs of successful wells and related production equipment and development dry holes are capitalized and amortized by property using the unit-of-production method (the ratio of oil, NGL and natural gas, oil and NGL volumes produced to total proved or proved developed reserves) as oil, NGL and natural gas, oil and NGL are produced.

All long-lived assets, principally the Company’s oil andour natural gas and oil properties, are monitored for potential impairment when circumstances indicate that the carrying value of the asset on our books may be greater than itsour future net cash flows. The need to test a property for impairment may result from declines in oil, NGL and natural gas, oil and NGL sales prices or unfavorable adjustments to oil, NGL and natural gas, oil and NGL reserves. The decision to not participate in future development on our leasehold acreage can trigger a test for impairment. Also, once assets are classified as held for sale, they are reviewed for impairment. Because of the uncertainty inherent in these factors, the Companywe cannot predict when or if future impairment charges will be recorded. If an impairment charge is recognized, cash flow from operating activities is not impacted, but net income and, consequently, stockholders’shareholders’ equity are reduced. In periods when impairment charges are incurred, it could have a material adverse effect on our results of operations. See Note 111 to the financial statements included in Item 8 – “Financial Statements and Supplemental Data” for further discussion on impairment under the heading “Impairment.”

Our future success depends on finding, developing or acquiring additional reserves, and failure to find or acquire additional reserves will cause reserves and production to decline materially from their current levels.

The rate of production from oilnatural gas and natural gasoil properties generally declines as reserves are depleted. The Company’sOur proved reserves will decline materially as reserves are produced except to the extent that the Company acquireswe acquire additional properties containing proved reserves, conductsconduct additional successful exploration and development drilling, successfully appliesapply new technologies or identifiesidentify additional behind-pipe zones (different productive zones within existing producing well bores) or secondary recovery reserves.

Drilling for oilnatural gas and natural gasoil invariably involves unprofitable efforts, not only from dry wells, but also from wells that are productive but do not produce sufficient reserves to return a profit after deducting drilling, completion, operating and other costs. In addition, wells that are profitable may not achieve a targeted rate of return. The Company reliesWe rely on third-party operators’ interpretation of seismic data and other advanced technologies in identifying prospects and in conducting exploration and development activities. Nevertheless, prior to drilling a well, the seismic data and other technologies used do not allow operators to know conclusively whether oil, NGL or natural gas, oil or NGL is present in commercial quantities.

Cost factors can adversely affect the economics of any project, and the eventual cost of drilling, completing and operating a well is controlled by well operators and existing market

conditions. Further, drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including:

Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Our ability to complete acquisitions is dependent upon, among other things, our ability to obtain debt and equity financing and, in some cases, regulatory approvals. Further, these acquisitions may be in geographic regions in which we do not currently hold properties, which could result in unforeseen operating difficulties. In addition, if we enter into new geographic markets, we may be subject to additional and unfamiliar legal and regulatory requirements. Compliance with regulatory requirements may impose substantial additional obligations on us and our management, cause us to expend additional time and resources in compliance activities and increase our exposure to penalties or fines for non-compliance with such additional legal requirements. Further, the success of any completed acquisition will depend on our ability to effectively integrate the acquired business into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions.

No assurance can be given that we will be able to identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition, results of operations and cash available for distribution. The inability to effectively manage the integration of acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could negatively impact our growth, results of operations and cash available for distribution.

Any acquisitions of additional mineral and royalty interests that we complete will be subject to substantial risks.

Even if we do make acquisitions that we believe will increase our cash generated from operations, these acquisitions may nevertheless result in a decrease in our cash distributions per share. Any acquisition involves potential risks, including, among other things:

Our estimated proved reserves are based on many assumptions that may prove to be inaccurate. Any inaccuracies in these reserve estimates or underlying assumptions may materially affect the quantities and present value of our reserves.

It is not possible to measure underground accumulations of oil, NGL and natural gas, oil and NGL with precision. Oil, NGLNatural gas, oil and natural gasNGL reserve engineering requires subjective estimates of underground accumulations of oil, NGL and natural gas, oil and NGL using assumptions concerning future prices of these commodities, future production levels and operating and development costs. In estimating our reserves, we and our Independent Consulting Petroleum Engineering Firm (DeGolyer and MacNaughton of Dallas, Texas) mustmake various assumptions with respect to many matters that may prove to be incorrect, including:

If any of these assumptions prove to be incorrect, our estimates of reserves, the classifications of reserves based on risk of recovery and our estimates of the future net cash flows from our reserves could change significantly.

Our standardized measure of oil and natural gas reserves is calculated using the 12-month average price calculated as the unweighted arithmetic average of the first-day-of-the-month individual product prices for each month within the 12-month period prior to September 30. These prices and the operating costs in effect as of the date of estimation are held flat over the life of the properties. Production and income tax expenses are deducted from this calculation of future estimated development, with the result discounted at 10% per annum to reflect the timing of future net revenue in accordance with the rules and regulations of the SEC. Over time, we may make material changes to reserve estimates to take into account changes in our assumptions and the results of actual development and production.

The reserve estimates made for fields that do not have a lengthy production history are less reliable than estimates for fields with lengthy records. A lack of production history may contribute to inaccuracy in our estimates of proved reserves, future production rates and the timing of development expenditures. Further, our lack of knowledge of all individual well information known to the well operators such as incomplete well stimulation efforts, restricted production rates for various reasons and up-to-date well production data, etc. may cause differences in our reserve estimates.

Because PUD reserves, under SEC reporting rules, may only be recorded if the wells they relate to are scheduled to be drilled within five years of the date of recording, the removal of PUD reserves that are not developed within this five-year period may be required. Removals of this nature may significantly reduce the quantity and present value of the Company’sour natural gas, oil NGL and natural gasNGL reserves. Please read Item 2 – “Properties – Proved Reserves” and Note 1316 to the financial statements included in Item 8 – “Financial Statements and Supplementary Data.”

Since forward-looking prices and costs are not used to estimate discounted future net cash flows from our estimated proved reserves, the standardized measure of our estimated proved reserves is not necessarily the same as the current market value of our estimated proved oil, NGL and natural gas, oil and NGL reserves.

The timing of the development and production on our properties will affect the timing of actual future net cash flows from proved reserves, and thus their actual present value. In addition, the 10% discount factor used when calculating discounted future net cash flows, in compliance with the FASB statement on oil and natural gas producing activities disclosures, may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with the Company, or the oil and natural gas industry in general.

Significant capital expenditures are required to replace our reserves and conduct our business.

Historically, the Company funded exploration, development and production activities primarily through cash flows from operations and acquisitions through borrowings under its credit facility. The timing and amount of capital necessary to carry out these activities can vary significantly as a result of product price fluctuations, property acquisitions, drilling results and the availability of drilling rigs, equipment, well services and transportation capacity.

Cash flows from operations and access to capital are subject to a number of variables, including the Company’s:

We may have limited ability to obtain the capital required to sustain our operations at current levels if our borrowing base under our credit facility is lowered as a result of decreased revenues, lower product prices, declines in reserves or for other reasons. Failure to sustain operations at current levels could have a material adverse effect on our financial condition, cash flow and results of operations.

Debt level and interest rates may adversely affect our business.

On September 1, 2021, we entered into a four-year Credit Agreement (the “Credit Agreement”) with certain lenders and Independent Bank, as Administrative Agent and Letter of Credit Issuer (as defined in the Credit Agreement). The Company has aCredit Agreement replaced our prior revolving credit facility with a groupset forth in the Amended and Restated Credit Agreement dated as of banks headed byNovember 25, 2013, as amended, among the Company, each lender party thereto, and BOKF, NA dba Bank of Oklahoma, (BOK),as administrative agent, which consists of a revolving loan of $200,000,000.we repaid in full and terminated. As of September 30, 2019, the Company2021, we had a balance of $35,425,000$17,500,000 drawn on our credit facility set forth in the facility.Credit Agreement (the “Credit Facility). The facility has a currentCredit Facility’s initial borrowing base is set at $27,500,000. All obligations under the Credit Agreement are secured, subject to permitted liens and other exceptions, by a first-priority security interest on substantially all of $70,000,000, which is secured by certainour personal property and at least 80% of the Company’s propertiestotal value of the proved, developed and contains certain restrictive covenants.producing Oil and Gas Properties (as defined in the Credit Agreement) owned by the Company.

Should the Companywe incur additional indebtedness under its credit facilitythe Credit Facility to fund capital projects or for other reasons, there is a risk of itthis could adversely affectingaffect our business operations as follows:

The borrowing base of our corporate revolving bank credit facilityCredit Facility is subject to periodic redetermination and is based in part on oil, NGL and natural gas, oil and NGL prices. A lowering of our borrowing base because of lower oil, NGL or natural gas, oil or NGL prices, or for other reasons, could require us to repay indebtedness in excess of the newly established borrowing base, or we might need to further secure the debt with additional collateral. Our ability to meet any debt obligations depends on our future performance. General business, economic, financial and product pricing conditions, along with other factors, affect our future performance, and many of these factors are beyond our control. In addition, our failure to comply with the restrictive covenants relating to our credit facilityCredit Facility could result in a default, which might adversely affect our business, financial condition, results of operations and cash flows.

We may incur losses as a result of title defects in the properties we own.

Consistent with industry practice, we do not have current abstracts or title opinions on all of our mineral acreage and, therefore, cannot be certain that we have unencumbered title to all of these properties. Our failure to cure any title defects that may exist may adversely impact our ability in the future to increase production and reserves. There is no assurance that we will not suffer a monetary loss from title defects or title failure. Additionally, undeveloped acreage has greater risk of title defects than developed acreage. If there are any title defects or defects in assignment of leasehold rights in properties in which we hold an interest, we may suffer a financial loss.

Competition in the oil and natural gas industry is intense, and most of our competitors have greater financial and other resources than we do.

We compete in the highly competitive areas of oilnatural gas and natural gasoil acquisition, development, exploration and production. We face intense competition from both major and independent oil and natural gas companies to acquire desirable producing properties, new properties for future exploration and human resource expertise necessary to effectively develop properties. We also face similar competition in obtaining sufficient capital to maintain or grow production.

A substantial number of our competitors have financial and other resources significantly greater than ours, and some of them are fully integrated oil and natural gas companies. These companies are able to pay more for development prospects and productive oil and natural gas properties and are able to define, evaluate, bid for, purchase and subsequently drill a greater number of properties and prospects than our financial or human resources permit. Our ability to develop and exploit our oil and natural gas properties and to acquire additional quality properties in the future will depend upon our ability to successfully evaluate, select and acquire suitable properties with reputable operators in this highly competitive environment.

We may be subject to information technology system failures, network disruptions, cyber-attacks or other breaches in data security.

The oil and natural gas industry in general has become increasingly dependent upon digital technologies to conduct day-to-day operations, including certain exploration, development and production activities. We use digital technology to estimate quantities of oil, NGL and natural gas, oil and NGL reserves, process and record financial data and communicate with our employees and third parties. Power, telecommunication or other system failures due to hardware or software malfunctions, computer viruses, vandalism, terrorism, natural disasters, fire, human error or by other means could significantly affect the Company’sour ability to conduct itsour business. Though we have implemented complex network security measures, stringent internal controls and maintain offsite backup of all crucial electronic data, there cannot be absolute assurance that a form of system failure or data security breach will not have a material adverse effect on our financial condition and operations results. For instance, unauthorized access to our reserves information or other proprietary or commercially sensitive information could lead to data corruption, communication interruption or other disruptions in our operations or planned

business transactions, any of which could have a material adverse impact on our results of operations. Further, as cyber-attacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber-attacks.

The Company’sOur derivative activities may reduce the cash flow received for oilnatural gas and natural gasoil sales.

In order to manage exposure to price volatility on our oilnatural gas and natural gasoil production, we currently, and may in the future, enter into oilnatural gas and natural gasoil derivative contracts for a portion of our expected production. OilNatural gas and natural gasoil price derivatives may limit the cash flow we actually realize and therefore reduce the Company’sour ability to fund future projects. None of our oilnatural gas and natural gasoil price derivative contracts are designated as hedges for accounting purposes; therefore, all changes in fair value of derivative contracts are reflected in earnings. Accordingly, these fair values may vary significantly from period to period, materially affecting reported earnings. In addition, this type of derivative contract can limit the benefit we would receive from increases in the prices for oilnatural gas and natural gas. oil. The fair value of our oilnatural gas and natural gasoil derivative instruments outstanding as of September 30, 2019,2021, was a net assetliability of $2,494,144.$13,784,467.

There is risk associated with our derivative contracts that involves the possibility that counterparties may be unable to satisfy contractual obligations to us. If any counterparty to our derivative instruments were to default or seek bankruptcy protection, it could subject a larger percentage of our future oilnatural gas and natural gasoil production to commodity price changes and could have a negative effect on our ability to fund future projects.acquisitions.

Please read Item 7A – “Quantitative and Qualitative Disclosures about Market Risk” and Note 1 and 12 to the financial statements included in Item 8 – “Financial Statements and Supplementary Data” for additional information regarding derivative contracts.

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in a material misstatement in our financial statements.

The ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002 require us to identify material weaknesses in internal control over financial reporting, which is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with GAAP. Our management, including our principal executive officer and principal financial officer, does not expect that our internal controls and disclosure controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud in the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions. Over time, a control may be inadequate because of changes in conditions, such as growth of the Company or increased transaction volume, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As disclosed in Part II, Item 9A of this Form 10-K, our management has identified a material weakness in our internal control over financial reporting.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our management’s assessment of our internal control over financial reporting, our management, together with our independent registered public accounting firm, identified the following material weakness in our internal control over financial reporting as of September 30, 2021related to the review of the annual income tax provision prepared by a third-party firm: our review of the annual income tax provision did not include a process to sufficiently evaluate deferred tax assets to determine if a valuation allowance was necessary.  Additionally, the review was not sufficiently detailed to identify a material misstatement in deferred income taxes.

Because of this material weakness, our management concluded that our internal control over financial reporting was not effective as of September 30, 2021, based on criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control – Integrated Framework (2013).

As disclosed in Part II, Item 9A of this Form 10-K, our management has commenced the process of designing a remediation plan to remediate the material weakness described above, although such remediation plan has not yet been designed or implemented. If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our financial statements may contain material misstatements and we could be required to restate our financial results, which could lead to substantial additional costs for accounting and legal fees.

Any revisions or restatements of our financial statements may lead to a loss of investor confidence and have a negative impact on the trading prices of our securities. Any of these matters could adversely affect our business, reputation, revenues, results of operations and financial condition and limit our ability to access the capital markets through equity or debt issuances.

Future legislative or regulatory changes may result in increased costs and decreased revenues, cash flows and liquidity.

Companies that operate wells in which Panhandle ownswe own a working interest are subject to extensive federal, state and local regulation. Panhandle,We, as a working interest owner, isare therefore indirectly subject to these same regulations. New or changed laws and regulations such as those described below could have a material adverse effect on our business. In particular, changes in law or regulation related to hydraulic fracturing or greenhouse gases could potentially increase capital, compliance and operating costs significantly, as well as halt or delay the further development of oil and gas reserves on our properties.

Federal Income Taxation

We are subject to U.S. federal income tax, as well as income or capital-based taxes in various states, and our operating cash flow is sensitive to the amount of income taxes we must pay. Income taxes are assessed on our revenue after consideration of all allowable deductions and credits. Changes in the types of earnings that are subject to income tax, the types of costs that are considered allowable deductions or the rates assessed on our taxable earnings would all impact our income taxes and resulting operating cash flow.

Congress passed legislation in December 2017, commonly referred to asCertain beneficial provisions within the Tax Cuts and Jobs Act (the “Tax Reform Legislation”), that significantly affects U.S. tax law. The Tax Reform Legislation contains a number of changespassed in December 2017 are set to the mannerbe reduced beginning in which the U.S. imposes income tax on multinational corporations. Although some changes should be positive,2023 and beyond, such as a permanent reduction to the corporate income tax rate, the repeal of the corporate alternative minimum tax, a temporary increase in the amount of immediate bonus depreciation available for qualified property placed into service between September 27, 2017, and December 31, 2022, and other changes may negatively affect the Company. These provisions include, for example, significant additional limitations on the deductibility of interest expense and net operating losses and the repeal of the domestic production activity deduction. In addition, compliance with the Tax Reform Legislation and ensuing regulations will require complex computations and accumulation of information not previously required or regularly produced.service.

FurtherAdditionally, further revisions to U.S. tax law, such as a reversal of the corporate income tax rate reduction, the repeal of the percentage depletion allowance, the repeal of expensing for intangible drilling costs or the repeal of enhanced bonus depreciation, could have a materially adverse effect on our business. Moreover, the U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we apply U.S. tax law, with a corresponding impact on the results of our operations for the periods affected.

Oklahoma Taxation

Oklahoma imposes a gross production tax, or severance tax, on the value of oil, NGL and natural gas, oil and NGL produced within the state. Under recent changes to Oklahoma law, the gross production tax rate on the first three years of a horizontal well’s production was increased from 2.2%is 5.2% and 7% thereafter. Future changes to 5.2%, effective July 1, 2018. This increase in tax will likely decreaseOklahoma production taxes could affect the profitability of newer horizontal wells producing oil, NGL and natural gas, oil and NGL in Oklahoma, including wells in which the Company owns an interest.Oklahoma.

Hydraulic Fracturing and Water Disposal

The vast majority of oilnatural gas and natural gasoil wells drilled in recent years have been, and future wells are expected to be, hydraulically fractured as a part of the process of completing the wells and putting them on production. This is true of the wells drilled in which the Company ownswe own an interest. Hydraulic fracturing is a process that involves pumping water, sand and additives at high pressure into rock formations to stimulate oilnatural gas and natural gasoil production. In developing plays where hydraulic fracturing, which requires large volumes of water, is necessary for successful development, the demand for water may exceed the supply. A lack of readily available water or a significant increase in the cost of water could cause delays or increased completion costs.

In addition to water, hydraulic fracturing fluid contains chemical additives designed to optimize production. Well operators are being required in certain states to disclose the components of these additives. Additional states and the federal government

may follow with similar requirements or may restrict the use of certain additives. This could result in more costly or less effective development of wells.

Once a well has been hydraulically fractured, the fluid produced from the fractured wells must be either treated for reuse or disposed of by injecting the fluid into disposal wells. Injection well disposal processes have been, and continue to be, studied to determine the extent of correlation between injection well disposal and the occurrence of earthquakes. Certain studies have concluded there is a correlation, and this has resulted in the cessation of or the reduction of injection rates in certain water disposal wells, especially in northern Oklahoma.

Efforts to regulate hydraulic fracturing and fluid disposal continue at the local, state and federal level. New regulations are being considered, including limiting water withdrawals and usage, limiting water disposition, restricting which additives may be used, implementing statewide hydraulic fracturing moratoriums and temporary or permanent bans in certain environmentally sensitive areas. Public sentiment against hydraulic fracturing and fluid disposal and shale production could result in more stringent permitting and compliance requirements. Consequences of these actions could potentially increase capital, compliance and operating costs significantly, as well as delay or halt the further development of oilgas and gasoil reserves on our properties. Though the Company’s properties.Biden administration has not proposed the outright ban of hydraulic fracturing, the administration has proposed significant regulations regarding methane emissions that could potentially affect new and existing wells, including those that are hydraulically fractured.  The proposed methane rule is discussed in more detail in the Climate Change section, below.

Any of the above factors could have a material adverse effect on our financial position, results of operations or cash flows.

Climate Change

Certain studies have suggested that emission of certain gases, commonly referred to as “greenhouse gases,” may be impacting the earth'searth’s climate. Methane, the primary component of natural gas, and carbon dioxide, a byproduct of burning oilnatural gas and natural gas,oil, are examples of greenhouse gases. Various state governments and regional organizations are considering enacting new legislation and promulgating new regulations governing or restricting the emission of greenhouse gases from stationary sources such as oilgas and gasoil production equipment and operations.

Legislation to regulate greenhouse gas emissions has periodically been introduced in the U.S. Congress, and such legislation may be proposed in the future. In addition, in December 2015, the United States joined the international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France, in preparing an agreement which set greenhouse gas emission reduction goals every five years beginning in 2020. This “Paris Agreement” was signed by the United States in April 2016 and entered into force in November 2016. To help achieve these reductions, federal agencies addressed climate change through a variety of administrative actions. The U.S. Environmental Protection Agency (the “EPA”) issued greenhousegas monitoring and reporting regulations that cover oilnatural gas and natural gasoil facilities, among other industries. However, on June 1, 2017, the President of the United States announced that the United States planned to withdraw from the Paris Agreement and to seek negotiations to either reenter the Paris Agreement on different terms or

establish a new framework agreement. The Paris Agreement provides for a four-year exit process beginning when it took effect in November 2016, which would resultresulted in an effective exit date ofin November 2020. The United States’ adherence toWhile the exit process is uncertain and/or the terms on which the United States may reenterU.S. officially exited the Paris Agreement orin November of 2020, the Biden administration immediately rejoined the Paris Agreement after taking office in January of 2021.  On January 20, 2021, President Biden signed an executive order triggering a separately negotiated agreement are unclear at this time.

The direction of future U.S. climate change regulation is difficult30-day process to predict givenre-enter the current uncertainties surroundingagreement.

More recently, the policies of the Trump Administration. The EPA may or may not continue developing regulations issued a proposed rule to reduce greenhouse gasregulate methane emissions from the oil and natural gas industry.  Even if federal effortsIf adopted, states will have authority to incorporate the emission guidelines proposed by EPA or to adopt their own standards that achieve the same degree of emission limitations.  The proposed rule applies to the Crude Oil and Natural Gas source category, including the production, processing, transmission, and storage segments.  If adopted, these rules would result in this area slow, states may continue pursuing climate regulations. Any laws or regulations that may be adopted to restrict or reduce emissions of greenhouse gases could require our operators to incur additional operating costs, such as costs to purchase and operate emissions controls or lower emitting equipment and costs to obtain emission allowances or to pay emission taxes and reduce demand.implement monitoring requirements.

Seismic Activity

Earthquakes in northern and central Oklahoma and elsewhere have prompted concerns about seismic activity and possible relationships with the energy industry. Legislative and regulatory initiatives intended to address these concerns may result in additional levels of regulation that could lead to operational delays, increase operating and compliance costs or otherwise adversely affect operations.

The adoption of derivatives legislation by the U.S. Congress could have an adverse effect on us and our ability to hedge risks associated with our business.

The Dodd-Frank Act requires the CFTC (the United States Commodity Futures Trading Commission) and the SEC to promulgate rules and regulations establishing federal oversight and regulation of the over-the-counter derivatives market and entities that participate in that market including swap clearing and trade execution requirements. New or modified rules, regulations or requirements may increase the cost and availability to the counterparties of our hedging and swap positions which they can make available to us, as applicable, and may further require the counterparties to our derivative instruments to spin off some of their derivative activities to separate entities which may not be as creditworthy as the current counterparties. Any changes in the regulations of swaps may result in certain market participants deciding to curtail or cease their derivative activities.

While many rules and regulations have been promulgated and are already in effect, other rules and regulations remain to be finalized or effectuated and, therefore, the impact of those rules and regulations on us is uncertain at this time. The Dodd-Frank Act, and the rules promulgated thereunder, could (i) significantly increase the cost, or decrease the liquidity, of energy-related derivatives that we use to hedge against commodity price fluctuations (including requirements to post collateral), (ii) materially alter the terms of derivative contracts, (iii) reduce the availability of derivatives to protect against risks we encounter and (iv) increase our exposure to less creditworthy counterparties.

Risks Related to our Third-Party Operators

The CompanyWe cannot control activities on itsour properties.

The Company doesWe do not operate any of the properties in which it haswe have an interest and hashave very limited ability to exercise influence over the third-party operators of these properties. Our dependence on the third-party operators of our properties, and on the cooperation of other working interest owners in these properties, could negatively affect the following:

Dependency on each operator’s judgment, expertise and financial resources could result in unexpected future costs, lost revenues and/or capital restrictions, to the extent they would cumulatively have a material adverse effect on the Company’sour financial position and results of operations.

The oil and natural gas and oil drilling and producing operations of our third-party operators involve various risks.

Because we do not operate our properties, our business relies heavily upon our third-party operators and their operational effectiveness. Through our third-party operators, we are subject to all the risks normally incident to the operation and development of oilnatural gas and natural gasoil properties, including:

As a non-operator, we are also dependent on third-party operators and the contractors they hire for operational safety, environmental safety and compliance with regulations of governmental authorities.

The Company maintainsWe maintain insurance against many potential losses or liabilities arising from well operations in accordance with customary industry practices and in amounts believed by management to be prudent. However, this insurance does not protect the Companyus against all risks. For example, the Company doeswe do not maintain insurance for business interruption, acts of war or terrorism. Additionally, pollution and environmental risks generally are not fully insurable. These risks could give rise to significant uninsured costs that might have a material adverse effect on the Company’sour business condition and financial results.

We may experience delays in the payment of royalties and be unable to replace operators that do not make required royalty payments, and we may not be able to terminate our leases with defaulting lessees if any of the operators on those leases declare bankruptcy.

A failure on the part of the operators to make royalty payments gives us the right to terminate the lease, repossess the property and enforce payment obligations under the lease. If we repossessed any of our properties, we would seek a replacement operator. However, we might not be able to find a replacement operator and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time. In addition, the outgoing operator could be subject to a proceeding under title 11 of the United States Code (the “Bankruptcy Code”), in which case our right to enforce or terminate the lease for any defaults, including non-payment, may be substantially delayed or otherwise impaired. In general, in a proceeding under the Bankruptcy Code, the bankrupt operator would have a substantial period of time to decide whether to ultimately reject or assume the lease, which could prevent the execution of a new lease or the assignment of the existing lease to another operator. In the event that the operator rejected the lease, our ability to collect amounts owed would be substantially delayed, and our ultimate recovery may be only a fraction of the amount owed or nothing. In addition, if we are able to enter into a new lease with a new operator, the replacement operator may not achieve the same levels of production or sell oilnatural gas or natural gasoil at the same price as the operator it replaced.

Shortages of oilfield equipment, services, qualified personnel and resulting cost increases could adversely affect results of operations.

The demand for qualified and experienced field personnel, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with oil, NGL and natural gas, oil and NGL prices, resulting in periodic

shortages. When demand for rigs and equipment increases due to an increase in the number of wells being drilled, there have been shortages of drilling rigs, hydraulic fracturing equipment and personnel and other oilfield equipment. Higher oil, NGL and natural gas, oil and NGL prices generally stimulate increased demand for, and result in increased prices of, drilling rigs, crews and associated supplies, equipment and services. These shortages or price increases could negatively affect the ability to drill wells and conduct ordinary operations by the operators of the Company’sour wells, resulting in an adverse effect on the Company’sour financial condition, cash flow and operating results.

The marketability of oilnatural gas and natural gasoil production is dependent upon transportation, pipelines and refining facilities, which neither we nor many of our operators’operators control. Any limitation in the availability of those facilities could interfere with our or our operators’ ability to market our or our operators’ production and could harm our business.

The marketability of our or our operators’ production depends in part on the availability, proximity and capacity of pipelines, tanker trucks and other transportation methods and processing and refining facilities owned by third parties. The amount of oil that can be produced and sold is subject to curtailment in certain circumstances, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage or lack of available capacity on these systems, tanker truck availability and extreme weather conditions. Also, the shipment of our or our operators’ oilnatural gas and natural gasoil on third-party pipelines may be curtailed or delayed if it does not meet the quality specifications of the pipeline owners. The curtailments arising from these and similar circumstances may last from a few days to several months. In many cases, we or our operators are provided only with limited, if any, notice as to when these circumstances will arise and their duration. Any significant curtailment in gathering system or transportation, processing or refining-facility capacity could reduce our or our operators’ ability to market oil production and have a material adverse effect on our financial condition, results of operations and cash distributions to stockholders.shareholders. Our or our operators’ access to transportation options and the prices we or our operators receive can also be affected by federal and state regulation—including regulation of oil production, transportation and pipeline safety—as well as by general economic conditions and changes in supply and demand. In addition, the third parties on whom we or our operators rely for transportation services are subject to complex federal, state, tribal and local laws that could adversely affect the cost, manner or feasibility of conducting our business.

Risks Related to the Oil and Gas Industry

Concerns over general economic, business or industry conditions may have a material adverse effect on our results of operations, financial condition and cash available for distribution.

Concerns over global economic conditions, energy costs, geopolitical issues, inflation, the availability and cost of credit in the European, Asian and the U.S. markets contribute to

economic uncertainty and diminished expectations for the global economy. These factors, combined with volatile prices of oil, NGL and natural gas, oil and NGL, volatility in consumer confidence and job markets, may result in an economic slowdown or recession. In addition, continued hostilities in the Middle East and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the economies of the United States and other countries. Concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. If the economic climate in the United States or abroad deteriorates, worldwide demand for petroleum products could diminish, which could impact the price at which oil, NGL and natural gas, oil and NGL from our properties are sold, affect the ability of vendors, suppliers and customers associated with our properties to continue operations and ultimately adversely impact our results of operations, financial condition and cash available for distribution.

Conservation measures and technological advances could reduce demand for oilnatural gas and natural gas.oil.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oilnatural gas and natural gas,oil, technological advances in fuel economy and energy generation devices could reduce demand for oilnatural gas and natural gas.oil. The impact of the changing demand for oilnatural gas and natural gasoil services and products may have a material adverse effect on our business, financial condition, results of operations and cash available for distribution.

Risks Related to an Investment in our Common Stock

The issuance of additional shares of our common stockCommon Stock could cause the market price of our common stockCommon Stock to decline and may result in dilution to our existing stockholders.shareholders.

The CompanyWe filed a shelf registration statement on Form S-3 on October 19, 2020, and amendments thereto on December 10, 2020, February 8, 2021, and February 19, 2021, which wasthe SEC declared effective on November 15, 2017, thatFebruary 24, 2021 (the “February 2021 S-3”). The February 2021 S-3 allows us to issue up to $75 million in securities including common stock,Common Stock, preferred stock, debt securities, warrants and units. The shelf registration statementunits, and is intended to provide the Companyus with increased financial flexibility and more efficient access to the capital markets. On August 25, 2021, we entered into an At-The-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company,

Incorporated, as sales agent and/or principal (“Stifel”), pursuant to which we may offer and sell, from time to time through or to Stifel, up to 3,000,000 shares of our Common Stock under the February 2021 S-3. We have also issued shares of our Common Stock in private transactions. The 1,200,000 shares of Common Stock we issued in a private transaction on April 30, 2021, and the 2,349,207 shares of Common Stock we issued in a private transaction on September 24, 2021, as consideration for the acquisition of certain mineral and royalty assets, have been registered with the SEC through the filing of resale registration statements on Form S‑3, which the SEC declared effective on June 11, 2021, and November 5, 2021, respectively.

We cannot predict the effect, if any, that market sales of these securities or the availability of the securities will have on the prevailing market price of our common stock prevailingCommon Stock from time to time. Substantial sales of shares of our common stockCommon Stock or other securities in the public market, or the perception that those sales could occur, may cause the market price of our common stockCommon Stock to decline. Such a decrease in our share price could in turn impair our ability to raise capital through the sale of additional equity securities. In addition, any such decline may make it more difficult for stockholdersshareholders to sell shares of our common stockCommon Stock at prices they deem acceptable.

We are currentlyAs of September 30, 2021, we were authorized to issue an aggregate of 24,000,00036,000,500 shares of common stockCommon Stock.  At our Special Meeting of Shareholders held on October 5, 2021, the shareholders approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to 54,000,500 shares of which 16,339,25532,970,819 shares were issued and outstanding on December 1, 2019. 3, 2021. Future issuances of our common stock,Common Stock, or other securities convertible into our common stock,Common Stock, may result in significant dilution to our existing stockholders.shareholders. Significant dilution would reduce the proportionate ownership and voting power held by our existing stockholders.shareholders.

We may reduce or suspend our dividend in the future.

We have paid a quarterly dividend for many years. Our most recent quarterly dividend was $0.04$0.01 per share, and we have paid the samea quarterly dividend of $0.01 per share or $0.04 per share for the past twothree years. In the future our Board may, without advance notice, determine to reduce or suspend our dividend in order to maintain our financial flexibility and best position the Companyus for long‑term success. The declaration and amount of future dividends is at the discretion of our Board and will depend on our financial condition, results of operations, cash flows, prospects, industry conditions, capital requirements and other factors and restrictions our Board deems relevant. The likelihood that dividends will be reduced or suspended is increased during periods of prolonged market weakness. In addition, our ability to pay dividends may be limited by agreements governing our indebtedness now or in the future. Although we do not currently have plans to reduce or suspend our dividend, there can be no assurance that we will not reduce our dividend or that we will continue to pay a dividend in the future.

If we cannot meet the NYSE continued listing requirements, the NYSE may delist our Common Stock.

Our Common Stock is currently listed on the NYSE. In the future, if we are unable to meet the continued listing requirements of the NYSE, including, among other things, (i) the requirement of maintaining a minimum average closing price of $1.00 per share over a consecutive 30 trading-day period and (ii) the requirement of maintaining an average market capitalization of not less than $50 million over a 30 trading-day period with, at the same time, stockholders’ equity not less than $50 million, we would fall below compliance standards and risk having our Common Stock delisted. In addition, in the event of an abnormally low share price of our Common Stock and/or we fail to maintain an average market capitalization of at least $15 million over a 30-trading day period, we would be subject to immediate delisting under the NYSE’s rules without any opportunity to cure. A delisting of our Common Stock could negatively impact us by, among other things, the following:

None

General Background

Panhandle isWe are focused on perpetual oilnatural gas and natural gasoil mineral ownership in resource plays in the United States. As part of our evolution as a company, we also own interests in leasehold acreage and non-operated working interests in oilnatural gas and natural gasoil properties.

At September 30, 2019, Panhandle’s2021, our principal properties consisted of (i) perpetual ownership of 258,231251,600 net mineral acres, held principally in Oklahoma, Texas, Louisiana, North Dakota Texas, Arkansas and New Mexico;Arkansas; (ii) leases on 17,19918,298 net acres primarily in Oklahoma; and (iii) working interests, royalty interests or both in 6,4966,457 producing oil and natural gas and oil wells and 120277 wells in the process of being drilled or completed.

Management’s Business Strategy Related to Properties

During fiscal year 2019, the Companywe made the strategic decision to focus on perpetual oilnatural gas and natural gasoil mineral ownership and growth through mineral acquisitions and the development of itsour significant mineral acreage inventory in itsour core areas of focus. In accordance with this strategy, we will no longer participate in new development on our mineral or leasehold acreage with a cost-bearing working interest. The Company believesWe believe that itsour strategy to focus on mineral ownership is the best path to giving the Company’s stockholdersour shareholders the greatest risk-weighted returns on their investments going forward.investments.

Our goal is to increase stockholdershareholder value through the active management of our fee mineral and leasehold assets as a portfolio.assets. We plan to grow our mineral fee holdings by acquiring mineral acreage, in the corescore areas of resource plays with substantial undeveloped opportunities, that meets or exceeds our corporate return threshold. We also plan to aggressivelyproactively lease our mineral holdings.

We have an active program in place focused on leasing open acreage to generate additional lease bonus revenue and future royalty revenue.

Title to Properties

Consistent with industry practice, the Company doeswe do not have current abstracts or title opinions on all of itsour mineral acreage and, therefore, cannot be certain that it haswe have unencumbered title to all of itsthese properties. In recent years, a few insignificant challenges have been made against the Company’sour fee title to itsour acreage.

Acreage

Mineral Interests Owned

The following table of mineral interests owned reflects, in each respective state, the number of (i) net and gross acres owned by the Company, (ii) net and gross producing acres owned by the Company, (iii) net and gross acres leased to others by the Company and (iv) net and gross acres open (unleased) as of September 30, 2019.2021.

Leases

The following table reflects the Company’sour net mineral acres leased from others, lease expiration dates, and net leased acres held by production as of September 30, 2019.2021. Net acres increased in 2021 due to the purchase of overriding royalty interests.

Proved Reserves

Summary of Proved Reserves

The following table summarizes estimates of proved reserves of oil, NGL and natural gas, oil and NGL held by Panhandlethe Company as of September 30, 2019,2021, compared to the two preceding year ends, using prices and costs under existing economic conditions. Proved reserves are located onshore within the contiguous United States and are principally made up of small interests in 6,4966,457 wells, which are predominately located in the Mid-Continent region. Other than this report, the Company’sAnnual Report, our reserve estimates are not filed with any other federal agency.

Summary of Proved OilNatural Gas and Natural GasOil Reserves