Phoenix Energy One updates note purchase terms

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.

Accepted by SEC EDGAR 07/20/2026 - 04:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Filing Explained

The filing is a disclosure supplement, not a reported transaction: it adds credit-card payment terms to Phoenix Energy One’s registered note offerings, but does not disclose that notes were sold or issued.

Key Figures

Potential card transaction fee: 5% of transaction value Potential card interest rate: 25% Max credit card subscription: $10,000.00 +2 more

5 metrics

Potential card transaction fee 5% of transaction value Credit card company fees if treated as a cash advance

Potential card interest rate 25% Interest on unpaid credit card balances in some states

Max credit card subscription $10,000.00 Per investor limit for one subscription paid by credit card

Processing fee rate to EquiDeFi 4.0% Credit card processing fee rate paid by Phoenix Energy One

Per-transaction processing fee $0.30 Flat fee per credit card transaction paid to EquiDeFi

Key Terms

cash advance, charge back fees, Plan of Distribution, Indenture, +1 more

5 terms

cash advance financial

"fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance)"

A cash advance is a short-term provision of funds that gives immediate cash liquidity and is repaid on an accelerated schedule; it commonly refers either to withdrawing cash against a credit card line or to a merchant cash advance where a lender provides money in exchange for future receivables and is repaid through fixed installments or a percentage of daily sales. Cash advances typically carry higher fees or interest than ordinary loans or credit purchases and use different repayment mechanics (interest and finance charges on credit-card advances, or revenue‑based remittances for merchant advances).

charge back fees financial

"a third-party service provider, credit card processing fees of 4.0% plus $0.30 per transaction, plus any charge back fees"

Plan of Distribution regulatory

"The fourth paragraph of the “Plan of Distribution—Offering Process” section of the Prospectuses"

Indenture financial

"your rights and responsibilities regarding your Notes will be governed by the Indenture, including the form of Note"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

registration statement regulatory

"included as an exhibit to the registration statement of which this prospectus forms a part"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Offering Details

shelf

Offering

Offering Type shelf

Securities Offered Unsecured Notes and Secured Notes

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How does Phoenix Energy One (PHXE-P) change its payment options for Notes?

Phoenix Energy One now allows investors to pay for Notes by credit card, in addition to check, ACH, and wire transfer. Credit card payments are capped at one subscription per investor and a maximum of $10,000.00 for this offering.

What are the main risks of using a credit card to buy PHXE-P Notes?

Using a credit card can add transaction fees up to 5% and interest that can reach or exceed 25%, plus late fees. These costs may reduce investment returns and, if payments are missed, may damage an investor’s credit score.

What limits apply to credit card payments in the Phoenix Energy One (PHXE-P) offering?

Phoenix Energy One permits credit card use for one subscription only per investor, with a maximum subscription amount of $10,000.00. Other payment methods such as check, ACH, and wire transfer remain available under the same offering.

Who pays the credit card processing fees in the PHXE-P Notes offering?

Phoenix Energy One will pay EquiDeFi, Ltd credit card processing fees of 4.0% plus $0.30 per transaction and any chargeback expenses. Investors may still incur their own card issuer’s transaction fees and interest charges.

What investor eligibility requirements apply to the Phoenix Energy One (PHXE-P) offering?

Investors must have a U.S. mailing address (not a P.O. Box) and a U.S. Social Security number and/or U.S. tax identification number to participate, regardless of whether they pay by credit card or other permitted methods.

What regulatory guidance does Phoenix Energy One (PHXE-P) reference about credit card investing?

Phoenix Energy One cites the SEC Office of Investor Education and Advocacy’s Investor Alert, “Credit Cards and Investments – A Risky Combination” (February 14, 2018), which discusses risks investors should consider before using credit cards to fund investments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed pursuant to Rule 424(b)(3)

SEC File No. 333-282862
SEC File No. 333-296428

PROSPECTUS SUPPLEMENT NO. 4

(To Prospectus dated May 4, 2026)

PROSPECTUS SUPPLEMENT NO. 2

(To prospectus dated July 7, 2026)

PHOENIX ENERGY ONE, LLC

This prospectus supplement updates, amends, and supplements (i) the prospectus, dated May 4, 2026 (as updated, amended, and supplemented to date, the “Unsecured Notes Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282862), and (ii) the prospectus, dated July 7, 2026 (as updated, amended, and supplemented to date, the “Secured Notes Prospectus” and, together with the Unsecured Prospectus, the “Prospectuses”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-296428). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Unsecured Notes Prospectus or Secured Notes Prospectus, as applicable.

This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information set forth below relating to our recent decision regarding allowing investors to make purchases with credit cards. The information set forth below under the captions “Updates to Our Risk Factors” and “Updates to the Plan of Distribution” supplements the disclosure contained in the Prospectus with respect to such matters.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Investing in the Notes involves risks. See “Risk Factors” beginning on page 27 of the Unsecured Notes Prospectus and on page 29 of the Secured Notes Prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 20, 2026.

Updates to Our Risk Factors

The following is added as an additional risk factor under the “Risk Factors—Risks Related to the Notes and this Offering” section of the Secured Notes Prospectus:

Using a credit card to purchase Notes may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach or exceed 25% in some states) add to the effective purchase price of the Notes you buy. The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees.

Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this offering, your recovery options in the case of disputes may be limited.

The increased costs due to transaction fees and interest may reduce the return on your investment. The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018, entitled Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

Updates to the Plan of Distribution

The fourth paragraph of the “Plan of Distribution—Offering Process” section of the Prospectuses is hereby deleted and replaced in its entirety by the following:

Subscription agreements may be also submitted electronically through our website. Generally, when submitting a subscription agreement electronically, you will be required to agree to various terms and conditions by checking boxes, and to review and electronically sign any necessary documents. You may pay the purchase price for your Notes by check, ACH, wire transfer, or credit card in accordance with the instructions in the subscription agreement. All checks should be made payable to “Phoenix Energy One, LLC.” In connection with any payments made by credit card, we will only permit investors to utilize credit card payment for one subscription only related to this offering, and for a maximum amount of $10,000.00. We will pay EquiDeFi, Ltd, a third-party service provider, credit card processing fees of 4.0% plus $0.30 per transaction, plus any charge back fees or expenses. By completing and executing your subscription agreement you will also acknowledge and represent that you have received a copy of this prospectus, including all amendments and supplements thereto, you are purchasing the Notes for your own account, and that your rights and responsibilities regarding your Notes will be governed by the Indenture, including the form of Note, each included as an exhibit to the registration statement of which this prospectus forms a part. Neither we nor any selling group member have undertaken any efforts to qualify this offering for offers to investors in any jurisdiction outside the United States. Investors must have a U.S. mailing address (other than a P.O. Box) and a U.S. social security number and/or a U.S. tax identification number to be eligible to participate in this offering.