Phoenix Energy One LLC Series A Pfd美股招股说明书(2026-07-07版)

PHOENIX ENERGY ONE, LLC $100,000,000 Phoenix Flex Junior Secured NotesTM Senior Subordinated Junior Lien Notes Comprising $12,000,000 6.00% Three-Month Puttable Compound Interest Notes$12,000,000 6.25% Six-Month Puttable Compound Interest Notes$5,000,000 6.50% Nine-Month Puttable Compound Interest Notes$15,000,000 6.75% Twelve-Month Puttable Compound Interest Notes$10,000,000 7.00% Eighteen-Month Puttable Compound Interest Notes $8,000,000 6.00% Three-Month Puttable Cash Interest Notes$8,000,000 6.25% Six-Month Puttable Cash Interest Notes$5,000,000 6.50% Nine-Month Puttable Cash Interest Notes$15,000,000 6.75% Twelve-Month Puttable Cash Interest Notes$10,000,000 7.00% Eighteen-Month Puttable Cash Interest Notes This is the initial public offering of our Senior Subordinated Junior Lien Notes, marketed and sold as “Phoenix Flex Junior Secured NotesTM” (the“Notes”). We are offering up to $100,000,000 in aggregate principal amount of Notes on a continuous basis. We will offer the Notes with a scheduled maturity of ten years from the date of initial issuance of such Notes. We will issue Notes with specificSet Put Intervals (as defined below) and interest payment methods in the amounts set forth in this prospectus. Interest will accrue on the Notes at therates set forth in this prospectus for each Set Put Interval and interest payment method, which range from 6.00%per annumto 7.00%per annum.Interest will be payable on the Notes either in cash, monthly in arrears on the tenth day of each month or, if such day is not a Business Day (as definedbelow), the immediately preceding Business Day (such Notes, “Cash Interest Notes”), or by compounding such interest daily from and including thedate of initial issuance (such Notes, “Compound Interest Notes”). When you purchase Notes, you will select an available interest payment method andrelated interest rate, as well as an available interval in which you may request redemption, as described in “Description of Notes—MandatoryRedemption; Repurchase at the Option of the Holders.” Such intervals will span three, six, nine, twelve, or eighteen months (each, a “Set Put Interval,”and the last day of each Set Put Interval being a “Set Put Date”). See “Prospectus Summary—The Offering.” The Notes will be our senior subordinated obligations and will not be guaranteed by any of our subsidiaries or affiliates. The Notes will be securedon a junior basis, equally and ratably with all of our parity lien indebtedness, by mortgages on certain of our properties, as determined by the Issuer in itssole discretion, which mortgages will be junior to the security interest under the Fortress Credit Agreement (as defined herein) and any other senior-priority secured indebtedness (such mortgages, together with any other assets we elect to provide as collateral, the “Collateral”), subject to certainlimitations and exceptions and Permitted Liens (as defined herein). The indenture governing the Notes will provide that we may automatically andunconditionally add or release Collateral at our discretion, without the consent of or notice to the trustee or collateral agent under the indenture or theholders of the Notes, subject to compliance with the Loan-to-Value Ratio (as defined herein). See “Risk Factors—Risks Related to the Collateral—Thevalue of the Collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes,”“Risk Factors—Risks Related to theCollateral—We will have control Table of Contents over the Collateral, and the sale or disposition of particular assets could reduce the pool of assets securing the Notes,” and “Description of Notes—Security.” The Notes will rank contractually senior in right of payment to all of our indebtedness and other obligations that are expressly subordinated inright of payment to the Notes; effectively senior to any of our unsecured indebtedness and other obligations and indebtedness secured by liens junior tothe liens securing the Notes, in each case, to the extent of the value of the Collateral; without giving effect to collateral arrangements,pari passuin rightof payment with all of our senior indebtedness (other than Senior Debt (as defined below)); effectively equal to all of our senior indebtedness secured bythe Collateral on the same priority basis as the Notes (other than Senior Debt); contractually subordinated to any Senior Debt; effectively junior to anyof our secured indebtedness and other obligations that are secured by assets that do not constitute Collateral to the extent of the value of the assetssecuring such indebtedness or other obligations; and effectively junior to any liabilities (including trade payables) or preferred equity of our subsidiaries.As of March31, 2026, after giving effect to the sale of the Notes offered hereby (but not the use of proceeds therefrom, including to repay otherindebtedness), we would have had approximately $1,802.3million of indebtedness outstanding, including $812.3million tha