Every 424B that Phoenix Energy One, LLC (PHXE-P) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow PHXE-P and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PHXE-P filings page.
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.
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 files a prospectus supplement to update its Form S-1 with information from its Annual Report on Form 10-K for the year ended December 31, 2025. The Company reported $687.2 million in revenue and $66.1 million net income for 2025, with $403.6 million of EBITDA. As of December 31, 2025, total assets were $1,806.8 million, total liabilities were $1,728.6 million (inclusive of total indebtedness of $1,529.9 million), and retained earnings (accumulated deficit) were $29.7 million. Estimated total proved reserves were approximately 113,613,871 Boe, and PV-10 for proved reserves was $1,781,401 (in thousands). The supplement incorporates risk-factor disclosures about capital needs, indebtedness, development capital expenditures, and delivery commitments, and notes estimated capital required to develop reserves and projected additional capital to be raised through 2028.
Phoenix Energy One, LLC filed a prospectus supplement that incorporates a new Current Report on Form 8-K describing updated 2026 employment agreements for its top executives. The company renewed contracts with its Chief Executive Officer Adam Ferrari, Chief Financial Officer Curtis Allen, and Chief Business Officer Lindsey Wilson, replacing their prior 2025 agreements.
For 2026, Ferrari and Allen will continue to receive variable revenue-based compensation tied to assumed gross revenue, but at reduced percentages of 0.9% and 0.45%, down from 1.1% and 0.55% under their prior agreements. Wilson’s compensation structure changes from revenue-based variable pay to a base salary of $575,000 for 2026, which the company may adjust with notice. The non-executive members of the board approved these new agreements, and the supplement reminds investors to review the existing prospectus and its risk factors before investing in the company’s notes.