Phoenix Energy One (PHXE-P) allows credit‑card purchases; fees 4.0% + $0.30

Rhea-AI Filing Summary

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.

Insights

Compliance Counsel

Supplement adds consumer‑payment risks and specific processor fees; compliance focus is on disclosure and state law limits.

The supplement adds a risk factor warning investors that credit‑card purchases may increase effective purchase prices due to transaction fees and interest, and it names EquiDeFi, Ltd. as the processor receiving a 4.0% plus $0.30 fee per transaction. This disclosure aligns with fair‑dealing and anti‑fraud principles by explaining payment‑method hazards.

Key compliance dependencies include state usury limits, treatment of cash‑advance fees by card issuers, and chargeback handling. Subsequent filings or investor communications should reflect any change in processor fees or payment methods.

Product / Distribution Specialist

The plan of distribution now permits electronic subscriptions and credit‑card payments processed by a named third party.

Subscription agreements may be submitted electronically through the company website and permit payment by check, ACH, wire, or credit card. The supplement states EquiDeFi will be paid a processing fee of 4.0% plus $0.30 per transaction and may incur chargeback fees or expenses.

Operational risk centers on chargebacks and limited recovery options via third‑party processors; the timing and reconciliation of card payments versus attempted subscriptions merit monitoring in subsequent operational reports.

Key Figures

Prospectus supplement date: June 18, 2026 Processor fee: 4.0% plus $0.30 per transaction Card issuer cash‑advance fee example: can reach 5% of transaction value +2 more

5 metrics

Prospectus supplement date <date>June 18, 2026</date> prospectus supplement

Processor fee 4.0% plus $0.30 per transaction EquiDeFi credit card processing fee

Card issuer cash‑advance fee example can reach 5% of transaction value transaction fees charged by credit card companies (example)

Credit card interest example can reach or exceed 25% interest charged on unpaid credit card balances

Investor Alert cited <date>February 14, 2018</date> SEC Office of Investor Education and Advocacy alert titled 'Credit Cards and Investments – A Risky Combination'

Key Terms

Subscription agreement, Chargeback, Plan of Distribution

3 terms

Subscription agreement financial

"Subscription agreements may be also submitted electronically through our website."

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Chargeback financial

"we will pay EquiDeFi, Ltd, credit card processing fees of 4.0% plus $0.30 per transaction, plus any charge back fees or expenses."

A chargeback is when a customer’s card payment is reversed and the merchant must return the money, usually because the buyer disputed the charge or the payment was fraudulent. Think of it like a buyer taking an item back and also getting their receipt payment undone; for investors this matters because frequent chargebacks reduce revenue, raise processing costs, signal fraud or customer-satisfaction problems, and can hurt a company’s profitability and cash flow.

Plan of Distribution regulatory

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

Offering Details

other

Offering

Offering Type other

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

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Available on EDGAR 06/18/2026 - 04:40 PM Accepted by SEC EDGAR 06/18/2026 - 04:24 PM Learn about SEC filing dates

FAQ

Can I buy PHXE-P Notes with a credit card?

Yes. The prospectus supplement dated June 18, 2026 permits payment by credit card through the company website, in addition to check, ACH, and wire transfer.

What processing fees apply when using a credit card to buy PHXE-P Notes?

The company will pay EquiDeFi a processing fee of 4.0% plus $0.30 per credit‑card transaction, and card issuers may separately charge fees such as cash advance fees up to 5%.

Who is the payment processor for credit‑card purchases of PHXE-P Notes?

EquiDeFi, Ltd. is named as the third‑party service provider; the supplement states EquiDeFi receives processing fees and is not acting as a broker or placement agent.

Will credit‑card interest affect my investment return in PHXE-P Notes?

Potentially. The supplement warns that interest on unpaid card balances (which the filing notes can reach or exceed 25%) and late fees can increase your effective purchase cost and reduce investment returns.

Are non‑U.S. investors eligible to participate in the PHXE-P offering?

No. The supplement states 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.

Filed pursuant to Rule 424(b)(3)
SEC File No. 333-282862

PROSPECTUS SUPPLEMENT NO. 3

(To prospectus dated May 4, 2026)

PHOENIX ENERGY ONE, LLC

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

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 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 June 18, 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 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 Prospectus 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 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. For clarity, Equidefi is not acting as a broker, dealer, underwriter, placement agent or selling agent for, and does not solicit or recommend, the purchase of Notes, does not provide investment advice, and does not receive any commission, concession or other compensation in connection with the solicitation or effecting the sale of Notes. 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.