Phoenix Energy One LLC Series A Pfd美股招股说明书(2025-09-30版)

This prospectus supplement updates, amends, and supplements the prospectus, dated May14, 2025 (as updated, amended, and supplemented todate, the “Prospectus”), which forms a part of our Registration Statement on FormS-1(RegistrationNo.333-282862).Capitalized terms used in thisprospectus 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 disclosure contained in the Prospectus under the caption “Plan ofDistribution—Financial Suitability Requirements” with the disclosure set forth below under the caption “Financial Suitability Requirements,” and toupdate, amend, and supplement the Prospectus with the information contained in our Current Report on Form8-Kfiled with the SEC on September30,2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with theProspectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information inthis prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with yourProspectus for future reference. Investing in the Notes involves risks. See “Risk Factors” beginning on page 19 of the Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this prospectus supplement or the accompanying Prospectus. Any representation to the contrary isa criminal offense. Financial Suitability Requirements An investment in the Notes involves significant risks and is only suitable for investors who have adequate financial means, desire a relativelylong-term investment, and will not need liquidity from their investment. This investment is not suitable for investors who seek liquidity or guaranteedincome. You should only consider purchasing Notes if you can afford the loss of your entire investment. Notes will only be sold to investors representing that they have (i)a gross income of at least $70,000 and a liquid net worth of $70,000 or (ii)aliquid net worth of at least $250,000 (the “general suitability standards”). For these purposes, “liquid net worth” is defined as the portion of net worthconsisting of cash, cash equivalents, and readily marketable securities. Investors are required in their subscription agreement to represent and warrant that they satisfy the general suitability standards. Investors who failto satisfy the general suitability standards will not be permitted to purchase Notes. The selling group members and other registered investment advisors recommending the purchase of Notes in this offering have the responsibilityto make every reasonable effort to determine that your purchase of Notes in this offering is a suitable and appropriate investment for you based oninformation provided by you regarding your financial situation and investment objectives. In making this determination, these persons have theresponsibility to ascertain that you: •meet minimum income and net worth standards; •can reasonably benefit from an investment in the Notes based on your overall investment objectives and portfolio structure; •have apparent understanding of: •the fundamental risks of the investment;•the risk that you may lose your entire investment;•the lack of liquidity of the Notes;•the restrictions on transferability of the Notes; and•the tax consequences of your investment. Relevant information for this purpose will include at least your age, investment objectives, investment experience, income, net worth, financialsituation, and other investments, as well as any other pertinent factors. The selling group members and other registered investment advisorsrecommending the purchase of Notes in this offering must maintain, for asix-yearperiod, records of the information used to determine that aninvestment in Notes is suitable and appropriate for you. The selling group members or other registered investment advisors may not execute anytransaction related to the offering of the Notes in a discretionary account without your prior written approval of such transaction. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 CURRENT REPORTPursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September29, 2025 Phoenix Energy One, LLC(Exact name of registrant as specified in its charter) 333-282862(CommissionFile Number) 92612(Zip Code) Check the appropriate box below if the Form8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule14a