Phoenix Energy One (PHXE-P) adds capped credit card payments for note buyers

Rhea-AI Filing Summary

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.

Filing Explained

The July 20 prospectus supplement limits the credit-card payment route to one subscription per investor and a maximum of $10,000, narrowing how investors may fund the Note offering without changing the disclosed Notes themselves.

Key Figures

Potential credit card transaction fees: 5% of transaction value Potential credit card interest rate: 25% Maximum credit card-funded subscription: $10,000.00 +3 more

6 metrics

Potential credit card transaction fees 5% of transaction value Fees charged by credit card companies, especially if treated as cash advances

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

Maximum credit card-funded subscription $10,000.00 Cap per investor for one subscription paid by credit card

EquiDeFi processing fee rate 4.0% Percentage fee Phoenix Energy One pays EquiDeFi on card transactions

EquiDeFi per-transaction fee $0.30 per transaction Flat fee per credit card transaction paid by Phoenix Energy One

Credit card subscription limit 1 subscription Only one credit card payment-based subscription allowed per investor

Key Terms

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

5 terms

Indenture financial

"your rights and responsibilities regarding your Notes will be governed by the Indenture"

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.

Plan of Distribution financial

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

cash advance financial

"fees ... can reach 5% of transaction value if considered a cash advance"

charge back fees financial

"credit card processing fees of 4.0% plus $0.30 per transaction, plus any charge back fees"

third-party payment processor financial

"where a third-party payment processor is used, as in this offering, your recovery options"

Offering Details

shelf

Offering

Offering Type shelf

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Available on EDGAR 07/20/2026 - 04:45 PM Accepted by SEC EDGAR 07/20/2026 - 04:15 PM Learn about SEC filing dates

FAQ

How does Phoenix Energy One (PHXE-P) now allow investors to pay for Notes?

Phoenix Energy One now allows investors to pay for Notes by check, ACH, wire transfer, or credit card. Credit-card payments are processed by EquiDeFi, Ltd and are subject to specific limits, fees, and additional risks described in the updated risk factors.

What is the maximum credit card investment per subscription in PHXE-P’s offering?

Credit card use is limited to one subscription per investor with a maximum amount of $10,000.00. This cap applies only to card-funded subscriptions; other payment methods (check, ACH, wire) are available without this specific credit-card limit.

What additional costs may PHXE-P investors face if they use credit cards?

Investors using credit cards may incur issuer transaction fees up to 5% of transaction value and interest on unpaid balances that can reach or exceed 25%. Late payment fees may further increase costs, reducing the effective return on the Notes.

What fees does Phoenix Energy One (PHXE-P) pay to EquiDeFi for credit card processing?

Phoenix Energy One pays EquiDeFi, Ltd a credit card processing fee of 4.0% plus $0.30 per transaction, plus any chargeback fees or expenses. These charges relate to handling investor credit-card payments for subscriptions in the note offering.

Who is eligible to invest in PHXE-P’s note offering under the updated terms?

Eligible 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. The offering has not been qualified for investors in jurisdictions outside the United States.

What key risks does PHXE-P highlight about using credit cards to buy Notes?

Phoenix Energy One highlights risks including higher effective purchase price due to fees and interest, potential credit score damage if payments are missed, possible abuse of card payments, and limited dispute recovery options when a third-party processor is used.

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.