Phoenix Energy One (PHXE) secures $75M term loan and covenant waivers

Rhea-AI Filing Summary

Phoenix Energy One, LLC entered into Amendment No. 8 to its Amended and Restated Senior Secured Credit Agreement with Fortress Credit Corp. and other lenders. The amendment establishes $75 million in Amendment No. 7 discretionary delayed draw term loan commitments, all of which were drawn on the amendment’s effective date of February 12, 2026. This reduces the aggregate principal amount available on a discretionary basis during the Amendment No. 7 delayed draw term loan availability period from $300 million to $225 million and carries an original issue discount of 3.00%. The amendment also provides limited waivers to certain financial covenants, including the total secured leverage ratio, current ratio over a specified late‑2025 to early‑2026 period, and the asset coverage ratio as of December 31, 2025. Phoenix Energy One and Phoenix Operating LLC plan to use the new term loan commitments to finance development of their oil and gas properties under an approved development plan in the credit agreement.

Insights

Credit and capital structure analyst

Amendment adds $75M funding while temporarily relaxing key covenants.

Amendment No. 8 adds $75 million of discretionary delayed draw term loan commitments under the existing senior secured facility, all funded on February 12, 2026. The remaining discretionary availability under the Amendment No. 7 structure falls from $300 million to $225 million, with a stated original issue discount of 3.00%.

The amendment grants limited waivers to several financial covenants: the total secured leverage ratio as of December 31, 2025, the current ratio for the period from November 30, 2025 through January 31, 2026, and the asset coverage ratio as of December 31, 2025. These waivers indicate lenders agreed to temporary flexibility around balance sheet and liquidity metrics.

Proceeds are earmarked to finance development of oil and gas properties in line with the approved plan of development under the credit agreement. Future company filings describing compliance with revised covenants and deployment of the $75 million toward specific projects will help clarify the longer‑term impact on leverage and asset performance.

NYSEAMER 0001818643 false 0001818643 2026-02-12 2026-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2026

Phoenix Energy One, LLC

(Exact name of registrant as specified in its charter)

Delaware		001-42868		83-4526672
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

18575 Jamboree Road, Suite 830
Irvine, CA		92612
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 416-5037

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Series A Cumulative Redeemable Preferred Shares		PHXE.P		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on August 12, 2024, Phoenix Energy One, LLC (the “Company”) entered into that certain Amended and Restated Senior Secured Credit Agreement with Phoenix Operating LLC, as borrower (“Phoenix Operating”), each of the lenders from time to time party thereto, and Fortress Credit Corp. (“Fortress”), as administrative agent for the lenders (as amended or supplemented from time to time, the “Credit Agreement”). Terms used herein but not defined herein shall have the meaning given to such terms in the Credit Agreement.

On February 12, 2026 (the “Amendment No. 8 Effective Date”), the Company, Phoenix Operating, the Guarantors party thereto, the Specified Additional Guarantor, the Lenders party thereto, and Fortress entered into that certain Amendment No. 8 to Amended and Restated Senior Secured Credit Agreement (“Amendment No. 8”). Amendment No. 8, among other things, established $75 million in Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments, all of which were drawn as of the Amendment No. 8 Effective Date, and thereby reduced the aggregate principal amount available on a discretionary basis from $300 million to $225 million from time to time during the Amendment No. 7 Delayed Draw Term Loan Availability Period, subject to and upon the satisfaction of certain conditions precedent set forth in the Credit Agreement. The Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments are subject to original issue discount of 3.00%.

Amendment No. 8 also amended, or provided limited waivers of compliance with, certain covenants contained in the Credit Agreement. In particular, Amendment No. 8 provided a waiver of the covenant requiring the Company to maintain a Total Secured Leverage Ratio as of December 31, 2025 to be greater than 2.00 to 1.00, the requirement to not let the Current Ratio during the period from November 30, 2025 through and including January 31, 2026 to be less than .80 to 1.00, and the requirement as of December 31, 2025 for the Asset Coverage Ratio to be less than 1.70 to 1.00.

The Company and Phoenix Operating will use the proceeds of the Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments to finance the development of their oil and gas properties in accordance with the approved plan of development as provided in the Credit Agreement.

The foregoing description of Amendment No. 8 is a summary and is qualified in its entirety by reference to Amendment No. 8, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
10.1		Amendment No. 8 to Amended and Restated Senior Secured Credit Agreement, by and among Phoenix Energy One, LLC, Phoenix Operating LLC, each of the lenders from time to time party thereto, and Fortress Credit Corp., dated as of February 12, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 13, 2026
				PHOENIX ENERGY ONE, LLC
				By:		/s/ Curtis Allen
						Curtis Allen
						Chief Financial Officer

FAQ

What did Phoenix Energy One (PHXE) change in its senior credit agreement?

Phoenix Energy One executed Amendment No. 8 to its senior secured credit agreement. The change adds $75 million of Amendment No. 7 discretionary delayed draw term loan commitments and adjusts certain financial covenant requirements through targeted waivers tied to late-2025 and early-2026 testing dates.

How much new borrowing capacity did Phoenix Energy One (PHXE) obtain?

The company established $75 million in Amendment No. 7 discretionary delayed draw term loan commitments, subject to conditions in the credit agreement. All $75 million was drawn on the February 12, 2026 effective date, while discretionary availability under Amendment No. 7 was reduced from $300 million to $225 million.

Which financial covenants were waived for Phoenix Energy One (PHXE)?

Lenders provided limited waivers for three tests: the total secured leverage ratio as of December 31, 2025, the current ratio from November 30, 2025 through January 31, 2026, and the asset coverage ratio as of December 31, 2025. These waivers temporarily relax compliance expectations over that period.

What is the original issue discount on Phoenix Energy One’s new term loan commitments?

The Amendment No. 7 discretionary delayed draw term loan commitments established under Amendment No. 8 are subject to an original issue discount of 3.00%. This means the loans are funded below face value, effectively increasing the lenders’ yield relative to the stated principal amount.

How will Phoenix Energy One (PHXE) use the $75 million of new term loan funds?

Phoenix Energy One and Phoenix Operating LLC plan to use proceeds from the $75 million discretionary delayed draw term loan commitments to finance development of their oil and gas properties. These activities must follow the approved plan of development described in the underlying credit agreement.

Who are the key parties to Phoenix Energy One’s Amendment No. 8?

Amendment No. 8 involves Phoenix Energy One, Phoenix Operating LLC as borrower, the guarantors party to the agreement, the lenders party from time to time, and Fortress Credit Corp. acting as administrative agent. Fortress continues its central role coordinating the senior secured credit facility.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.1 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB