Here are the S-1 registration statements from Phoenix Energy One, LLC (PHXE-P) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An S-1 covers the registration statement a company files to sell shares publicly, 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 is offering up to $500,000,000 aggregate principal amount of Phoenix Access senior subordinated junior lien notes continuously, with sales from time to time after the registration statement becomes effective. The notes mature in 2, 3, 5, 7 or 11 years, pay annual interest of 7.50% to 11.00%, and provide monthly cash interest or interest added to principal. Certain subsidiaries guarantee the notes; collateral consists of second mortgages on real estate and a blanket second lien on assets, junior to senior-priority secured debt and subject to limitations.
After giving effect to the offering but before applying proceeds, indebtedness would have been approximately $2,320.8 million as of June 30, 2026. The company may use proceeds to pay interest and principal on existing debt and cash distributions on preferred equity. For the six months ended June 30, 2026, revenue was $704.5 million versus $279.6 million a year earlier, while net results were a $34.1 million loss versus $24.3 million net income. The company estimates it will need approximately $669.8 million in additional capital through the end of 2028 for reserve development. Holders may request redemption at 95% of principal plus accrued interest, subject to exceptions; transfers require prior written consent, and no public trading market is established.
Phoenix Energy One, LLC is offering up to $100,000,000 of Phoenix Flex Junior Secured senior subordinated junior lien notes in a continuous public offering. The notes have a 10-year maturity and pay fixed interest between 6.00% and 7.00%, in either cash or compounded form, with investor-selected put intervals from three to eighteen months.
The notes are secured on a junior lien basis by selected collateral, but are contractually subordinated to $812.3 million of Senior Debt and structurally subordinated to all subsidiary obligations, creating meaningful hierarchy of claims. After this offering, total indebtedness would be about $1,802.3 million, alongside $67.6 million of preferred equity, while significant additional capital—about $669.8 million through the end of 2028—is expected to be needed to develop reserves. The notes are sold directly on a commercially reasonable efforts basis, are not exchange-listed, are transferable only with company consent, and investors should be prepared to hold to maturity despite limited put and redemption features.
Phoenix Energy One, LLC is offering $100,000,000 of Phoenix Flex Junior Secured Senior Subordinated Junior Lien Notes in a continuous public offering. The Notes have ten-year maturity, pay interest between 6.00% and 7.00% in cash or daily-compounded form, and allow investors to choose three‑ to eighteen‑month put intervals.
The Notes are junior‑lien, senior subordinated obligations secured on a junior basis to $525.0 million of senior priority debt under the Fortress Credit Agreement and rank behind $812.3 million of Senior Debt. As of March 31, 2026, pro forma total indebtedness would be about $1,802.3 million versus $1,977.7 million of total assets, reflecting a highly leveraged balance sheet.
Management reports rapid growth, with 2025 revenue of $687.2 million and total proved reserves PV‑10 of $1,781.4 million, but also significant capital needs. They estimate $1,064.1 million and $2,167.3 million of capital expenditures to develop proved and probable undeveloped reserves and expect to raise about $669.8 million in additional capital through the end of 2028, including via these Notes.