Phoenix Energy One LLC Series A Pfd美股招股说明书(2026-01-21版)

PHOENIX ENERGY ONE, LLC This prospectus supplement updates, amends, and supplements the prospectus, dated May 14, 2025 (as updated, amended, and supplemented todate, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No.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 Form 8-K filed with the SEC on January21, 2026, 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 in Investing in the Notes involves risks. See “Risk Factors” beginning on page 19 of the Prospectus. UNITED STATESSECURITIES AND EXCHANGE COMMISSION 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 Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. On January21, 2026, Phoenix Energy One, LLC (the “Company”) entered into new employment agreements with each of Adam Ferrari,the Company’s Chief Executive Officer, Curtis Allen, the Company’s Chief Financial Officer, and Lindsey Wilson, the Company’s Chief BusinessOfficer, in each case, effective January1, 2026 (collectively, the “New Employment Agreements”), which supersede in their entirety the prior Pursuant to the New Employment Agreements with Messrs. Ferrari and Allen, each of Messrs. Ferrari and Allen continue to be entitled toreceive variable revenue-based compensation for fiscal year 2026 tied to assumed gross revenue targets of the Company, equal to 0.9% and 0.45% ofsuch assumed gross revenue, respectively, which percentages are reduced from those in effect under the Prior Employment Agreements of 1.1% and Pursuant to the New Employment Agreement with Ms.Wilson, Ms.Wilson is no longer entitled to receive the variable revenue-basedcompensation under her Prior Employment Agreement but rather is entitled to receive base salary for fiscal year 2026 in the amount of $575,000. The New Employment Agreements were approved by the non-executive members of the board of directors of the Company in accordancewith the Company’s governance policies currently in effect. The foregoing descriptions of the New Employment Agreements are summaries and qualified in their entirety by reference to the NewEmployment Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated byreference herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 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 theundersigned hereunto duly authorized. Dated: January21, 2026 PHOENIX ENERGY ONE, LLC By:/s/ Curtis AllenCurtis Allen Exhibit 10.1 LOGO EMPLOYEE AGREEMENT – 2026 Calendar Year This Employee Agreement (this “Agreement”) is made and entered into by and between Phoenix Energy One, LLC (together with its affiliatesand subsidiaries, the “Company”), and Adam Ferrari (“Employee”), effective as of January1, 2026 (the “Effective Date”) and replaces the“Employee Agreement – 2025 Calendar Year” signed May8, 2025 and effective January1, 2025 between Employee and Phoenix Equity 1.POSITION AND DUTIES (a)Position:Employee continues to be employed in the capacity of Chief Executive Officer of the Company. Employee agrees to servethe Company and to perform faithfully and to the best of their abilities the duties and responsibilities commensurate with suchposition. 2.TERM OF AGREEMENTThe term of this Agreement shall commence on the Effective Date and continue until terminated as providedin Section4. 3.COMPENSATION AND BENEFITS (a)Variable Compensation:Employee shall receive variable compensation tied to the gross revenue of the Company. The percentageawarded to Employee for the 2026 calendar year is 0.90% of an assumed gross revenue amount for the Company for the 2026calendar year set by the Board of Directors pursuant to the Company’s Third Amended and Restated Operating Agreement datedSeptember29, 2025, as amended from time to time (the “Operating Agreement”). The Board of Directors may revise such assumed (b)Benefits:Employee shall be eligible to participate in all employee benefit plans and programs, including but not limited to healthinsurance, dental insurance, and retirement plans, to the