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- Controlled Company (unchanged) — Phoenix Energy One is a controlled company under NYSE American rules and relies on exemptions from certain corporate governance standards.
- Restatement (new) — The company identified misstatements in previously issued financial statements and has restated certain consolidated financials.
Phoenix Energy One prices $100M subordinated note offering at 6.00%-7.00% rates
Filed July 7, 2026 · ~2 min read
Offering filing cluster
Same offering- S-1 Jun 2, 2026 Phoenix Energy One offers subordinated secured notes; size and price not disclosed in S-1 EDGAR →
- S-1/A Jun 25, 2026 Phoenix Energy adds investor forfeiture clause: failure to confirm account details can void payment EDGAR →
- 424B4 Jul 7, 2026 This filing EDGAR →
- 424B3 Jul 8, 2026 Phoenix Energy One prices subordinated secured notes offering; terms not disclosed in 424B3 EDGAR →
- 8-K Jul 8, 2026 Phoenix Energy One launches $100M subordinated note offering at 6-7% with holder put rights EDGAR →
Key Changes
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Phoenix Energy One is offering $100 million of subordinated secured notes with interest rates of 6.00% to 7.00% depending on maturity intervals (3 to 18 months). The notes are junior to $812.3 million of senior debt, including $525 million under the Fortress Credit Agreement.
The Offering verify on EDGAR → -
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Notes are contractually subordinated to all senior debt and structurally subordinated to all subsidiary liabilities. In any liquidation, senior lenders must be paid in full from collateral proceeds before noteholders receive anything.
Risk Factors verify on EDGAR → -
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Noteholders cannot transfer notes without company consent (granted at company's sole discretion), cannot take enforcement action while senior debt remains outstanding, and must turn over any collateral proceeds they receive to senior lenders.
Risk Factors verify on EDGAR →
2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Source-verified from EDGAR · Narrative written by AI · Jul 13, 2026 · How we verify