PHXE details Brandon Allen separation, $1M advisory agreement

Rhea-AI Filing Summary

Phoenix Energy One, LLC reported that it entered into a Transition and Separation Agreement with Brandon K. Allen following his resignation on November 3, 2025. Under this agreement, Mr. Allen will serve in a non-employee advisory role for one year from the separation date to help transition his former duties and responsibilities. In return for these services and his release of claims and other commitments, the Company will pay him $1,000,000 in substantially equal installments over the 12-month period following the separation date, following the normal payroll schedule.

The filing notes that, under pre-existing equity agreements, all Class A and Class B Units previously issued to Mr. Allen by Phoenix Equity Holdings, LLC were forfeited for no consideration on the separation date. The agreement also includes a general release of claims in favor of the Company and its affiliates, as well as non-disparagement, confidentiality, cooperation provisions, and reaffirmation of certain restrictive covenants.

NYSE American 0001818643 false 0001818643 2025-11-20 2025-11-20

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): November 20, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2025, Phoenix Energy One, LLC (the “Company”) and Brandon K. Allen (“Mr. Allen”) entered into a Transition and Separation Agreement (the “Agreement”) in connection with Mr. Allen’s resignation from the Company on November 3, 2025 (the “Separation Date”), as previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 5, 2025. Terms used herein but not defined herein shall have the meaning given to such terms in the Agreement.

Pursuant to the Agreement, Mr. Allen has agreed to be engaged by the Company in a non-employee advisory capacity until the first anniversary of the Separation Date in order to facilitate an orderly transition of his duties and responsibilities. In consideration for such transition services and Mr. Allen’s execution, non-revocation, and compliance with the Agreement, the Company will pay Mr. Allen an amount equal to $1,000,000, payable in substantially equal installments over the 12-month period following the Separation Date in accordance with the Company’s normal payroll schedule. Pursuant to the pre-existing agreements governing Mr. Allen’s equity grants, all Class A and Class B Units previously issued to Mr. Allen by Phoenix Equity Holdings, LLC were forfeited for no consideration upon his Separation Date. The Agreement includes a general release of claims by Mr. Allen in favor of the Company and its affiliates and contains non-disparagement, confidentiality, and cooperation provisions, along with reaffirmation of certain restrictive covenants under pre-existing agreements.

The foregoing description of the Agreement is a summary and is qualified in its entirety by reference to the Agreement, 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		Transition and Separation Agreement, dated November 20, 2025, between the Company and Brandon K. Allen
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: November 25, 2025

PHOENIX ENERGY ONE, LLC
By:		/s/ Curtis Allen
		Curtis Allen
		Chief Financial Officer

FAQ

What executive change did Phoenix Energy One (PHXE) disclose in this 8-K?

The company disclosed a Transition and Separation Agreement with Brandon K. Allen in connection with his resignation on November 3, 2025.

How much will Phoenix Energy One pay Brandon K. Allen under the transition agreement?

Phoenix Energy One will pay Brandon K. Allen $1,000,000, in substantially equal installments over the 12-month period following the separation date.

What role will Brandon K. Allen have after his resignation from Phoenix Energy One?

After his resignation, Brandon K. Allen will be engaged by the company in a non-employee advisory capacity until the first anniversary of the separation date to help with an orderly transition.

What happened to Brandon K. Allen’s equity units in Phoenix Equity Holdings, LLC?

Under pre-existing agreements, all Class A and Class B Units previously issued to Brandon K. Allen by Phoenix Equity Holdings, LLC were forfeited for no consideration on his separation date.

What legal provisions are included in Phoenix Energy One’s agreement with Brandon K. Allen?

The agreement includes a general release of claims by Mr. Allen in favor of the company and its affiliates, non-disparagement, confidentiality, cooperation provisions, and reaffirmation of certain restrictive covenants under pre-existing agreements.

Where can investors find the full Transition and Separation Agreement for Phoenix Energy One?

The full Transition and Separation Agreement, dated November 20, 2025, between Phoenix Energy One, LLC and Brandon K. Allen, is filed as Exhibit 10.1 to this Form 8-K.