Phoenix Energy One LLC Series A Pfd美股招股说明书(2026-05-04版)

$750,000,000 Senior Subordinated Notes Comprising $110,000,000 9.0% Three-Year Compound Interest Notes$40,000,000 10.0% Five-Year Compound Interest Notes$30,000,000 11.0% Seven-Year Compound Interest Notes$190,000,000 12.0% Eleven-Year Compound Interest Notes $140,000,000 9.0% Three-Year Cash Interest Notes$40,000,000 10.0% Five-Year Cash InterestNotes$30,000,000 11.0% Seven-Year Cash Interest Notes$170,000,000 12.0% Eleven-Year Cash Interest Notes We are offering up to $750,000,000 in aggregate principal amount of Senior Subordinated Notes (the “Notes”) on a continuous basis. As ofMarch31, 2026, we have sold $56.7million in aggregate principal amount of Notes. We are offering Notes with scheduled maturities of three, five, seven, and/or eleven years from the date of initial issuance of such Notes. Interestwill accrue on the Notes at the rates set forth in this prospectus for each maturity and interest payment method, which range from 9.00%per annumto12.00%per annum. Interest will be payable on the Notes monthly in arrears on the tenth day of each month or, if such day is not a business day, thefollowing business day, either in cash (such Notes, “Cash Interest Notes”) or by adding such interest to the then-outstanding principal amount of theNotes (such Notes, “Compound Interest Notes”). We will issue Notes with specific maturities, interest payment methods, and interest rates in theamounts set forth in this prospectus. When you purchase Notes, you will select an available maturity, interest payment method, and related interest rate.See “Prospectus Summary—The Offering.” As of March31, 2026, we have sold Notes in the following aggregate principal amounts: Note SpecificationsAggregatePrincipalAmountThree-Year Cash Interest Notes$10,077,000Three-Year Compound Interest Notes$7,140,000Five-Year Cash Interest Notes$5,739,000Five-Year Compound Interest Notes$5,632,000Seven-Year Cash Interest Notes$2,736,000Seven-Year Compound Interest Notes$2,637,000Eleven-Year Cash Interest Notes$11,594,000Eleven-Year Compound Interest Notes$11,192,000 The Notes will be our unsecured senior subordinated obligations and will not be guaranteed by any of our subsidiaries or affiliates. The Notes willrank senior in right of payment to all of our existing and future indebtedness and other obligations that are expressly subordinated in right of payment tothe Notes;pari passuin right of payment with all of our existing and future indebtedness that is not so subordinated; effectively junior to Table of Contents any of our secured indebtedness and other secured obligations to the extent of the assets securing such indebtedness or other secured obligations;contractually subordinated to any indebtedness that we expressly agree is senior to the Notes; and effectively junior to any liabilities (including tradepayables) or preferred equity of our subsidiaries. As of December31, 2025, after giving effect to the sale of the Notes offered hereby (but not the use ofproceeds therefrom, including to repay other indebtedness) and the borrowing of an additional $75.0million under the Fortress Credit Agreement (asdefined below) in February 2026, we would have had approximately $1,604.9million of indebtedness outstanding, including $867.3million that willrank contractually senior to the Notes, no additional amounts that will rankpari passuwith the Notes, and $702.9million that will be subordinated tothe Notes. In addition, we would have had approximately $67.6million in liquidation preference of Series A Preferred Shares (as defined below)outstanding. See “Risk Factors—Risks Related to the Notes and this Offering—Your right to receive payment under the Notes is contractuallysubordinated to Senior Debt,” “Risk Factors—Risks Related to the Notes and this Offering—The Notes are the Issuer’s obligations alone and will bestructurally subordinated to all obligations of the Issuer’s existing and future subsidiaries,” and “Description of Notes—Ranking.” We recorded net income (loss) of $66.1million, $(24.8) million, and $(16.2)million for the years ended December31, 2025, 2024, and 2023,respectively. Through 2025, we incurred a significant amount of debt in order to accelerate the growth of our business by acquiring additional assets andestablishing our direct drilling operations. As a result, our cash flows from operations alone would not have been sufficient to service required cashinterest and principal payment obligations under our then-existing debt and cash distributions on our preferred equity in 2025. Furthermore, as ofDecember31, 2025, we estimate that we will need to make approximately $1,064.1million and $2,167.3million in capital expenditures to develop allour proved and probable undeveloped reserves, respectively, and that we will need to raise approximately $669.8million in additional capital throughthe end of 2028 to fund such development. Although we expect our cash flows from operations to be sufficient to service cash interest and pr