Phoenix Energy One LLC Series A Pfd美股招股说明书(2025-10-27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 information included in the Prospectus with the informationcontained in our Current Report on Form8-Kfiled with the SEC on October27, 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. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM8-K CURRENT REPORTPursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October27, 2025 Phoenix Energy One, LLC(Exact name of registrant as specified in its charter) 001-42868(CommissionFile Number) Delaware(State or other jurisdictionof incorporation) 18575 Jamboree Road, Suite 830Irvine, CA(Address of principal executive offices) 92612(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 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-12under the Exchange Act (17 CFR240.14a-12)☐Pre-commencementcommunications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR240.14d-2(b))☐Pre-commencementcommunications pursuant to Rule13e-4(c)under the Exchange Act (17 CFR240.13e-4(c)) Securities registered pursuant to Section12(b) of the Act: Name of each exchangeon which registeredNYSE 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 thischapter) or Rule12b-2of the Securities Exchange Act of 1934(§240.12b-2of 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 anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Entry into a Material Definitive Agreement. Item 1.01 As previously disclosed, on August12, 2024, 2025, Phoenix Energy One, LLC (the “Company”) entered into that certain Amended and RestatedSenior 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 October27, 2025 (the “Amendment No.7 Effective Date”), the Company, Phoenix Operating, the Guarantors party thereto, the SpecifiedAdditional Guarantor, the Lenders party thereto, and Fortress entered into that certain Amendment No.7 to Amended and Restated Senior SecuredCredit Agreement (“Amendment No.7”). Amendment No.7, among other things, established a new tranche of commitments to make term loans underthe Credit Agreement in an aggregate principal amount of $350million (the “Tranche G Commitments”), with $50million of such Tranche GCommitments funded on the Amendment No.7 Effective Date (the “Amendment No.7 Term Loans”), and up to $300million of such Tranche GCommitments to be available on a discretionary basis to fund term loans from time to time during the Amendment No.7 Delayed Draw Term LoanAvailability Period, in each case, subject to and upon the satisfaction of certain conditions precedent set forth in the Credit Agreement (the “AmendmentNo.7 Delayed Draw Term Loans” and, together with the Amendment No.7 Term Loans, the “Tranche G Loans”). The Tranche G Loans are subject toor