Phoenix Energy One LLC Series A Pfd美股招股说明书(2025-11-06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 November5, 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): November3, 2025 Phoenix Energy One, LLC(Exact name of registrant as specified in its charter) 001-42868(CommissionFile Number) 83-4526672(I.R.S. EmployerIdentification No.) 92612(Zip Code) Registrant’s telephone number, including area code: (949)416-5037 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: 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.☐ Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. On November3, 2025, Brandon Allen, Chief Operating Officer of Phoenix Energy One, LLC (the “Company”) notified the Company of his intentto resign immediately. Mr.Allen’s resignation is not a result of any disagreement with the Company on any matter relating to the Company’s operations,policies or practices. On November3, 2025, the Company appointed David Scadden as the Company’s Chief Operating Officer, effective immediately. Previously,Mr.Scadden, age 35, served as the Company’s Chief Execution Officer since September 2024 and, before that, VP of Drilling and Completions of theCompany’s wholly owned subsidiary, Phoenix Operating LLC (“PhoenixOp”), beginning in February 2023. Before joining PhoenixOp, Mr.Scaddenspent several years accumulating operational oil& gas experience throughout the American West, most recently serving as the Lead Drilling Engineerand Superintendent at Chord Energy from March 2021 to December 2022 and the Senior Drilling Engineer and Superintendent at Chord Energy prior tothat. Mr.Scadden has served in roles spanning from onsite supervision to engineering management and has contributed to drilling projects in the SanJuan Basin, Piceance Basin, Denver-Julesburg Basin, Eagle Ford Group, Granite Wash, and Williston Basin. The Company has not entered into or amended any compensatory agreement or arrangement with Mr.Scadden in connection with his appointmentas Chief Operating Officer, and no grants or other material benefits have been provided to Mr.Scadden in connection with his appointment. There is no arrangement or understanding between Mr.Scadden and any other person pursuant to which he was appointed as an officer of theCompany. Mr.Scadden has no family relationships with any of the Company’s directors or executive officers. Th