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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.
Phoenix Energy One, LLC filed a prospectus supplement dated June 18, 2026 that updates its Registration Statement on Form S-1 to permit investors to purchase the Notes using credit cards. The supplement adds a new risk factor explaining increased costs and consumer-credit risks from credit‑card purchases and revises the Plan of Distribution to describe electronic subscriptions and credit‑card payment processing.
The supplement discloses that credit‑card purchases will be processed by EquiDeFi, Ltd., that Phoenix Energy One will pay a 4.0% plus $0.30 per transaction processing fee to EquiDeFi, and that chargebacks, card issuer transaction fees (which can reach 5% if treated as cash advances), and interest on unpaid balances (which can reach or exceed 25%) may increase investors’ effective purchase cost. The supplement reiterates U.S. investor eligibility requirements.
Phoenix Energy One, LLC entered into Limited Waiver and Amendment No. 9 to its Amended and Restated Senior Secured Credit Agreement, effective June 1, 2026. The amendment waives a continuing Specified Default and, subject to conditions, permits the establishment of up to $100,000,000 in Junior Lien Notes.
The Specified Default arises from failing the Current Ratio requirement of 0.80 to 1.00 for monthly periods from November 30, 2024 through March 31, 2026. Conditions to effectiveness include delivery of executed counterparts, payment of fees and expenses, officer certifications, absence of other continuing Defaults, and title/reserve information showing at least 90% of PV-10 coverage for specified reserve categories.
Phoenix Energy One, LLC files a prospectus supplement to its Form S-1 to incorporate selected disclosures from its Quarterly Report on March 31, 2026, including condensed consolidated financial statements and MD&A. The supplement updates the offering materials with the Company’s March 31, 2026 financial results and related notes.
The March 31, 2026 results show $298.7 million of revenues and a $140.1 million net loss, driven principally by a $178.8 million mark-to-market loss on commodity derivatives and increased interest expense. The supplement also discloses liquidity context: $70.2 million cash, $1.70 billion of outstanding debt, and 100,000,000 common shares outstanding as of May 12, 2026.
Phoenix Energy One, LLC is offering up to $750,000,000 in aggregate principal amount of senior subordinated notes (the “Notes”) on a continuous basis pursuant to this prospectus. As of March 31, 2026, the company had sold $56.7 million in aggregate principal amount of Notes.
The Notes carry scheduled maturities of three, five, seven, and eleven years and pay interest at stated rates ranging from 9.00% to 12.00% per annum, either monthly in cash (Cash Interest Notes) or by compounding into principal (Compound Interest Notes). The Notes are unsecured, senior subordinated obligations and will be contractually subordinated to specified senior indebtedness and effectively subordinated to secured debt to the extent of secured assets. The prospectus states proceeds may be used, among other things, to make interest and principal payments on existing debt and to pay cash distributions on preferred equity.
Phoenix Energy One, LLC filed a Post-Effective Amendment to its Form S-1 updating the prospectus and financials and continuing an ongoing offering of Senior Subordinated Notes. The issuer is offering up to $750,000,000 aggregate principal amount of Notes across 3-, 5-, 7-, and 11-year maturities with interest rates from 9.0% to 12.0%. As of March 31, 2026, the company had sold $56.7 million of Notes. Financials show 2025 revenue of $687.2M, net income of $66.1M, total assets of $1.8068B, and total indebtedness of approximately $1.6049B (post-February 2026 borrowing). The Notes are unsecured, senior subordinated obligations, non-transferable without issuer consent, non‑listed, and contain limited holder redemption rights (95% repurchase right subject to a 10% annual cap). The prospectus emphasizes substantial capital needs for development, including estimated capital expenditures of $1.0641B (proved) and $2.1673B (probable) undeveloped reserves and an expected need to raise approximately $669.8M through 2028.