UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 105459 / May 12, 2026

ADMINISTRATIVE PROCEEDING

File No. 3-22259

In the Matter of

PHX Financial, Inc.,

Respondent.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On October 16, 2024, the Commission issued an Order Instituting Administrative and

Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 21C of the Securities Exchange

Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order

(the “Order”) 1 against PHX Financial, Inc. (the “Respondent”). In the Order, the Commission

found that from January 2019 to October 2021 (the “Relevant Period”), a PHX registered

representative (“Representative 1”) recommended a short-term, high-volume investment strategy

to at least eight of PHX’s retail customers without a reasonable basis. According to the Order, as

a result of the high volume of recommended transactions and their attendant commissions and

fees, it would have been virtually impossible for these customers to achieve positive returns.

The Commission found that while these customers each lost money in their PHX brokerage

accounts during the Relevant Period, PHX and Representative 1 together made over $400,000 in

commissions and fees from those accounts. As a result of this conduct, the Commission found

that PHX violated Section 15(b)(4)(E) of the Exchange Act and Exchange Act Rules 15l-1(a)(1)

and 15l-1(a)(2)(ii) and (iv).

The Commission ordered the Respondent to pay $142,995.19 in disgorgement,

$24,993.85 in prejudgment interest, and a $180,000.00 civil money penalty, for a total of

$347,989.04, to the Commission. The Commission also created a Fair Fund, pursuant to Section

308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected, along with the disgorgement

and prejudgment interest collected, can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund includes the $347,989.04 collected from the Respondent. The assets of the

Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair

Fund has been deposited in a Commission-designated account at the U.S. Department of the

Treasury, and any interest accrued will be added to the Fair Fund.

1

Exchange Act Rel. No. 101361 (Oct. 16, 2024).

On March 19, 2026, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”), 2

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”); 3 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to

Allison J.P. Moon, United States Securities and Exchange Commission, 100 F Street, NE,

Washington, DC 20549-1090. The Notice also advised that all persons desiring to comment on

the Proposed Plan could submit their comments, in writing, within 30 days of the Notice. The

Commission received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund 4 to those

who were harmed by the Respondent’s conduct described in the Order in connection with shortterm, high-volume investment strategies the Respondent recommended to certain retail clients

from January 1, 2019, to October 31, 2021.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s

Rules, that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

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For the Commission, by the Division of Enforcement, pursuant to delegated authority. 6

Vanessa A. Countryman

Secretary

Exchange Act Rel. No. 105048 (Mar. 19, 2026).

17 C.F.R. § 201.1103.

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

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17 C.F.R. § 201.1104.

6

17 C.F.R. § 200.30-4(a)(21)(iv).

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