Phoenix Energy One LLC Series A Pfd 2025年季度报告

For the quarterly period endedSeptember 30,2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from Commission File Number:333-282862 PHOENIX ENERGY ONE, LLC (Exact name of registrant as specified in its charter) 83-4526672(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization) 18575 Jamboree Road,Suite 830Irvine,California92612(Address of principal executive offices) (Zip Code) (949)416-5037(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulationS-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☒ 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.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act).Yes☐No☒ The number common shares outstanding as of November 11, 2025:100,000,000 Table of Contents Table of Contents PART I. FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited) Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Changes in Equity (Deficit)Condensed Consolidated Statements of Cash FlowsNotes to the Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II. OTHER INFORMATIONItem 1.Legal Proceedings Item 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other Information Item 6.ExhibitsSignatures Table of Contents Certain Defined Terms As used in this Quarterly Report on Form10-Q(this “Quarterly Report”), unless otherwise noted or the context otherwise requires, references to: •“we,” “us,” “our,” the “Company,” the “Issuer,” and “Phoenix Energy,” and similar references refer to Phoenix Energy One, LLC,formerly known as Phoenix Capital Group Holdings, LLC, and, where appropriate, its subsidiaries.•“Adamantium” means Adamantium Capital LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of theIssuer.•“Adamantium Bonds” means unsecured bonds offered and sold by Adamantium pursuant to an offering underRule 506(c) ofRegulationDunder theSecurities Act, the proceeds of which are loaned to the Issuer under the Adamantium Loan Agreement (as defined below).•“Adamantium Debt” means, collectively, indebtedness outstanding under the Adamantium Bonds, Adamantium Loan Agreement, andAdamantium Secured Note.•“Adamantium Loan Agreement” means that certain Loan Agreement, dated as of September14, 2023, by and among the Issuer andPhoenixOp, as borrowers, and Adamantium, as lender, as the same may be amended and supplemented from time to time.•“Adamantium Secured Note” means that certain Secured Subordinated Promissory Note, dated as of November1, 2024, by and betweenAdamantium and the noteholder named therein, as the same may be amended and supplemented from time to time.•“Adamantium Securities” means, collectively, indebtedness outstanding under the Adamantium Bonds and Adamantium Secured Note.•“Bbl” means one stock tank barrel, of 42 U.S. gallons liquid volume, used in this Quarterly Report in reference to crude oil or other liquidhydrocarbons.•“Boe” means barrel of oil equivalent.•“Btu” means British thermal unit, which is the heat required to raise the temperature of one pound of liquid water by one degreeFahrenheit.•“E&P” means exploration and production.•“Exchange Act” means the Securities Exchange Act of 1934, as amended.•“Fortress” means Fortress Credit Corp., a Delaware corporation.•“Fortress Cred