Phoenix Energy One LLC Series A Pfd美股招股说明书(2026-06-02版)

This prospectus supplement updates, amends, and supplements the prospectus, dated May 4, 2026 (as updated, amended, and supplemented to date, the“Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282862). Capitalized terms used in this prospectus supplementand 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 information contained in ourCurrent Report on Form 8-K filed with the SEC on June 2, 2026, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which isto be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updatesor supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference. Investing in the Notes involves risks. See “Risk Factors” beginning on page 27 of the Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 2, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 Phoenix Energy One, LLC(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of 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 Form 8-K filing 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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(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 ofthis chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on August 12, 2024, Phoenix Energy One, LLC (the “Company”) entered into that certain Amendedand Restated Senior Secured Credit Agreement with Phoenix Operating LLC, as borrower (“Phoenix Operating”), each of thelenders from time to time party thereto, and Fortress Credit Corp. (“Fortress”), as administrative agent for the lenders (as amendedor supplemented from time to time, the “Credit Agreement”). Terms used herein but not defined herein shall have the meaninggiven to such terms in the Credit Agreement. On June 1, 2026 (the “Amendment No. 9 Effective Date”), the Company, Phoenix Operating, the Guarantors party thereto,the Specified Additional Guarantor, the Lenders party thereto, and Fortress entered into that certain Limited Waiver andAmendment No. 9 to Amended and Restated Senior Secured Credit Agreement (“Amendment No. 9”). Amendment No. 9, amongother things, permits the Company to issue certain junior lien notes, subject to the conditions and limitations described in the CreditAgreement. The foregoing description of Amendment No. 9 is a summary and is qualified in its entirety by reference to Amendment No.9, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference 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 onits behalf by the undersigned hereunto duly authorized. PHOENIX ENERGY ONE, LLC By:/s/ Curtis AllenCurtis AllenChief Financial Officer Dated: June 2, 2026 LIMITED WAIVER AND AMENDMENT NO.