Phoenix Energy One prices subordinated secured notes offering; terms not disclosed in 424B3

Filed July 8, 2026 · ~1 min read

Key Changes

• high

  The Notes are subordinated to all Senior Debt and secured by junior liens on mortgages and other collateral chosen by the Issuer, subordinate to the Fortress Credit Agreement and other Senior-Priority Secured Debt.

  Risk Factors verify on EDGAR →
• high

  Noteholders cannot enforce their rights, foreclose on collateral, or exercise remedies while any Senior Debt remains outstanding without Senior Debt holders' written consent, even in bankruptcy.

  Risk Factors verify on EDGAR →
• high

  The Notes cannot be transferred or sold without the Issuer's prior written consent, which may be withheld for any reason, creating significant illiquidity.

  Risk Factors verify on EDGAR →