NYSE: PHXE-P Phoenix Energy One, LLC 8-K

Phoenix Energy One launches up to $100M subordinated note offering at 6-7% with holder put rights

Filed July 8, 2026 · Period ending July 7, 2026 · ~1 min read

Key Changes

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Registered offering of up to $100M in 10-year subordinated notes at 6-7% annual interest, issued continuously under Rule 415 shelf registration declared effective July 7, 2026.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Notes are junior to existing Fortress credit facility and other senior debt; secured by property mortgages but those liens rank behind Fortress, limiting recovery in distress.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Holders can put notes back to the company at par plus accrued interest on scheduled dates (every 3-18 months depending on note type) with 30-45 days' notice, creating refinancing risk.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Intercreditor agreement gives Fortress exclusive control over shared collateral until its debt is repaid; noteholders cannot pursue remedies against collateral while Fortress facility outstanding.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Phoenix Energy One entered into an indenture to issue up to $100 million in subordinated notes through a registered shelf offering, providing a new capital source for the energy company. The notes carry 6-7% annual interest over a 10-year maturity, with rates varying based on the redemption interval investors select. Investors can choose monthly cash interest or compounding interest paid at maturity.

The subordination structure is material for risk assessment. The notes rank junior to the company's existing Fortress credit facility and other senior debt, both contractually and in terms of collateral priority. While secured by property mortgages, those liens sit behind Fortress's security interest, meaning senior creditors would be satisfied first in a default scenario.

An intercreditor agreement explicitly bars noteholders from pursuing collateral remedies while the Fortress facility remains outstanding. The holder put rights create a liquidity feature unusual for 10-year debt but introduce refinancing risk for the company. Investors can require redemption at par plus accrued interest on scheduled dates throughout the note's life by providing 30-45 days' notice. If many holders exercise puts simultaneously, Phoenix would need to refinance or have sufficient liquidity to meet redemption requests, a consideration given the subordinated capital structure.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,100 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

4 Added

Added Subordinated debt offering high

Added in current filing · verify on EDGAR →

On July 7, 2026, Phoenix Energy One, LLC, as issuer (the “Company”), entered into an indenture (as amended and supplemented from time to time, the “Indenture”), with Odyssey Transfer and Trust Company, as trustee and collateral agent (“Odyssey”), providing for the issuance of up to $100,000,000 in aggregate principal amount of the Company’s Senior Subordinated Junior Lien Notes (the “Notes”). The offering of the Notes is being registered on a registration statement on Form S-1 (File No. 333-296428), which was declared effective by the U.S. Securities and Exchange Commission on July 7, 2026, on a continuous basis pursuant to Rule 415 under the U.S. Securities Act of 1933, as amended.

Phoenix Energy One entered into an indenture to issue up to $100 million in subordinated notes through a registered offering declared effective by the SEC on July 7, 2026. The notes will be issued on a continuous basis under Rule 415, allowing the company to raise capital over time as needed.

Added Note terms and structure high

Added in current filing · verify on EDGAR →

The Notes will mature 10 years from the date of initial issuance and will bear interest at rates ranging from 6.00% to 7.00% per annum, depending on the applicable interval of three, six, nine, twelve, or eighteen months at which holders can request redemption of their Notes (the last day of each such interval, a “Set Put Date”). Interest on the Notes (i) will be payable in cash monthly in arrears (“Cash Interest Notes”) or (ii) will accrue and compound daily from and including the date of initial issuance and will be payable upon maturity or earlier redemption (“Compound Interest Notes”).

The notes have a 10-year maturity and bear interest between 6.00% and 7.00% annually, with the rate depending on the redemption interval chosen by holders (3, 6, 9, 12, or 18 months). Investors can choose between receiving monthly cash interest payments or having interest compound daily and paid at maturity or redemption.

Added Subordination and security high

Added in current filing · verify on EDGAR →

The Notes will be the Company’s senior subordinated obligations and will be secured on a junior basis, equally and ratably with all parity lien indebtedness of the Company, by mortgages on certain of the Company’s properties, which mortgages will be junior to the security interest under that certain Amended and Restated Senior Secured Credit Agreement (as amended or supplemented from time to time, the “Fortress Credit Agreement”), by and among the Company, Phoenix Operating LLC (“PhoenixOp”), as borrower, each of the lenders from time to time party thereto, and Fortress Credit Corp. (“Fortress”), as administrative agent for the lenders, and any other senior-priority secured indebtedness (all such indebtedness, “Senior Debt”). The Notes will be contractually subordinated to any Senior Debt, including indebtedness under the Fortress Credit Agreement.

The notes are subordinated to the company's existing Fortress credit facility and other senior debt, meaning those obligations must be satisfied first in a default or bankruptcy scenario. While the notes are secured by property mortgages, these liens are junior to the Fortress facility's security interest, providing less protection to noteholders than senior creditors.

Added Holder put rights medium

Added in current filing · verify on EDGAR →

From the initial issuance of the Notes until the Set Put Date immediately preceding maturity, a holder may request that the Company redeem all or a portion of such holder’s Notes on the applicable Set Put Date at a price equal to 100% of the aggregate principal amount of such Notes, plus, with respect to Compound Interest Notes, accrued and unpaid interest thereon to, but excluding, such redemption date, or, with respect to Cash Interest Notes, the amount of interest that would have accrued on such Notes from, and including, the most recent interest payment date to, but excluding, the applicable Set Put Date. A request for redemption on a Set Put Date must be given at least 30 calendar days but no more than 45 calendar days prior to the applicable Set Put Date.

Noteholders have the right to require the company to redeem their notes at par plus accrued interest on scheduled dates (every 3, 6, 9, 12, or 18 months, depending on the note type) by providing 30-45 days' notice. This provides liquidity to investors in what would otherwise be a 10-year instrument, though it creates refinancing risk for the company if many holders exercise their put rights simultaneously.