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Phoenix Energy One, LLC entered into Amendment No. 10 to its Amended and Restated Senior Secured Credit Agreement on August 12, 2026. The amendment establishes $75 million of Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments, all of which were drawn immediately, and reduces the remaining discretionary capacity under Amendment No. 7 from $225 million to $150 million during the delayed draw availability period. These loans carry an original issue discount of 3.00% and otherwise share the same interest rate and maturity as prior Amendment No. 7 delayed draw term loans. The repayment premium on any full payoff of the loans is reset to ensure a minimum MOIC of 1.15x on specified Amendment No. 7 tranches and 1.18x on other loan groups. Proceeds are to be used to finance development of the company’s oil and gas properties under an approved development plan. The amendment also adds detailed conditions precedent, financial ratio compliance requirements, and post-closing obligations, including entering into commodity price Swap Agreements covering specified volumes of projected crude oil production.
Phoenix Energy One, LLC filed a prospectus supplement to update its unsecured and secured notes prospectuses with a new Current Report describing Amendment No. 10 to its Amended and Restated Senior Secured Credit Agreement. The amendment, effective August 12, 2026, adds $75 million in Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments, all of which were funded on that date, and reduces remaining discretionary capacity under those commitments from $225 million to $150 million.
These delayed draw term loans carry a 3.00% original issue discount and otherwise share the same interest rate and maturity as prior Amendment No. 7 loans. The repayment premium on the facility is revised so that any full repayment must give lenders a money-on-invested-capital of 1.15x on specified Amendment No. 7 loans and 1.18x on other loan groups. Proceeds from the new commitments will finance development of the company’s oil and gas properties under its approved plan of development, subject to extensive conditions precedent, ongoing financial covenants, and required commodity hedging through swap agreements.
Phoenix Energy One, LLC filed a prospectus supplement updating its unsecured Registered Notes and Phoenix Flex Junior Secured Notes offerings with results from the quarter ended June 30, 2026. The company reported revenue of $405.9 million and net income of $106.0 million for the quarter, driven by higher crude oil volumes and prices. Average daily production reached 39,574 Boe, with 147 producing wells in service.
Total assets were $2.22 billion and total liabilities $2.18 billion, including $1.82 billion of debt. Working capital was negative by about $411.2 million. Operating cash flow for the first half of 2026 was $277.3 million, while capital expenditures totaled $532.9 million, largely for oil and gas property development. Management acknowledges liquidity risk but, considering operating cash flows, debt and equity capacity, and recent note issuances, believes the business can operate beyond 12 months as a going concern.
Phoenix Energy One, LLC updated its unsecured Registered Notes and Phoenix Flex Junior Secured Notes offerings by incorporating results for the quarter ended June 30, 2026. The oil and gas company reported Q2 2026 revenues of $405,851 (in thousands), up sharply from 2025, and income from operations of $163,535 (in thousands). Net income was $105,985 (in thousands), with average production of 39,574 Boe per day from 147 producing wells.
Total assets were $2,219,291 (in thousands), funded largely by $1,820,786 (in thousands) of debt and resulting in negative working capital of about $411.2 million. Operating cash flow for the first six months was $277,291 (in thousands) against capital expenditures of $532,877 (in thousands). Management cites ongoing access to debt markets, including a new $100.0 million Phoenix Flex Junior Secured Note program and additional post-period debt issuances, in supporting its view that the business can operate beyond 12 months.
Phoenix Energy One, LLC updates its unsecured and secured notes offering to permit investors to pay for subscriptions by credit card, in addition to check, ACH, and wire transfer. Credit card use is limited to one subscription per investor and a maximum amount of $10,000.00.
A new risk factor highlights that credit card transaction fees can reach 5% of the transaction value and interest on unpaid balances can reach or exceed 25%, plus potential late fees, which together may reduce the effective return on the Notes and harm an investor’s credit profile. The update also notes use of a third-party processor with potentially limited dispute recovery options and references the SEC Investor Alert on using credit cards for investments. The company will pay EquiDeFi, Ltd processing fees of 4.0% plus $0.30 per credit card transaction. Participation remains limited to investors with a U.S. mailing address (non–P.O. Box) and U.S. Social Security or tax identification number.
Phoenix Energy One, LLC updates its unsecured and secured note offering documents to address the new option for investors to purchase Notes using credit cards. A new risk factor explains that card-related transaction fees can reach 5% of transaction value and interest on unpaid balances can reach or exceed 25%, which may materially reduce overall investment returns and expose investors to credit and dispute-resolution risks.
The plan of distribution now permits payment for Notes by check, ACH, wire transfer, or credit card, processed by EquiDeFi, Ltd$10,000.00. Phoenix Energy One will pay EquiDeFi processing fees of 4.0% plus $0.30 per transaction, plus any chargeback-related costs. Participation remains limited to investors with a U.S. mailing address, social security number and/or tax identification number.
Phoenix Energy One, LLC entered into an indenture to issue up to $100,000,000 of Senior Subordinated Junior Lien Notes. The offering is being registered on a Form S-1 declared effective July 7, 2026. The Notes will be senior subordinated obligations, secured on a junior basis by mortgages on certain properties and contractually subordinated to Senior Debt, including obligations under the Fortress Credit Agreement. Notes mature 10 years from issuance, bear interest at 6.00% to 7.00% per annum, will be issued in registered form in minimum denominations of $1,000, and permit holder put/redemption mechanics on multi-month intervals.
Phoenix Energy One, LLC entered into an indenture to issue up to $100,000,000 of senior subordinated junior lien notes. The Notes mature 10 years from issuance and bear interest at 6.00% to 7.00% depending on the selected three-, six-, nine-, twelve-, or eighteen-month Set Put Interval. The Notes may be Cash Interest Notes (monthly cash interest) or Compound Interest Notes (interest accrues and compounds daily). The Notes are secured on a junior basis and are contractually subordinated to the Company’s Senior Debt, including obligations under the Fortress Credit Agreement; they will not be guaranteed by subsidiaries. The Company and first-lien parties entered into a Junior Lien Intercreditor Agreement under which first-lien collateral has priority and the first-lien collateral agent has exclusive remedy rights until first-lien obligations are discharged.
Phoenix Energy One, LLC is offering up to $100,000,000 in aggregate principal amount of Phoenix Flex Junior Secured Senior Subordinated Junior Lien Notes (the “Notes”) in a continuous offering. The Notes carry scheduled ten-year maturities and interest rates ranging from 6.00% to 7.00%, with selectable Set Put Intervals of three, six, nine, twelve, or eighteen months and two interest payment methods: monthly cash interest or daily-compounded interest. The Notes are senior subordinated obligations secured on a junior basis by mortgages and other Collateral, will not be guaranteed by subsidiaries, and are structurally subordinated to Senior Debt and to obligations of subsidiaries.
The prospectus discloses recent financials and liquidity context: consolidated revenue of $298.7M and net loss of $(140.1)M for Q1 2026, total indebtedness of approximately $1,802.3M as of March 31, 2026 (including $525.0M senior priority secured under the Fortress Credit Agreement), and PV-10 total proved reserves of $2,412.1M as of March 31, 2026. The issuer may redeem Notes at par, repurchase Notes subject to a 10% annual cap, and the Notes will not be transferable without the issuer’s consent; an active trading market is not expected.