Phoenix Energy One, LLC IPO Filing Research

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Price $100.00 · Gross proceeds $750,000,000

Senior Subordinated Notes · Use of proceeds capital expenditures and development · Flags self_underwritten · Underwriters self-underwritten

Phoenix Energy One, LLC is offering up to $750 million in Senior Subordinated Notes with varying maturities (3-11 years) and interest rates (9.0%-12.0%). The notes are unsecured, subordinated to senior debt, and rank junior to secured obligations. As of March 31, 2026, $56.7 million in notes had been sold. The company faces significant debt burdens, with $1.6 billion in total indebtedness as of December 2025, and requires substantial capital for reserve development. The offering is being conducted without an underwriter, with Crescent Securities Group, Inc. serving as the managing broker-dealer.

2026-05-04 · 0001193125-26-204252

EFFECT effective

SEC effectiveness notice

SEC declared the registration statement effective, allowing the offering to proceed.

Follows 424B3 and marks the registration effective.

Phoenix Energy One, LLC has received notice of effectiveness for its $750 million Senior Subordinated Notes offering, confirming the registration of the securities. The notes, structured with varying maturities (3-11 years) and interest types (cash or compound), are unsecured and subordinated to senior debt. As of March 31, 2026, $56.7 million in notes had been sold, with specific amounts detailed for each note category. The offering includes redemption terms, liquidity risks, and subordination to secured and senior obligations. The notes are not publicly traded, with no established market, and require holder consent for transfer.

2026-05-04 · 9999999995-26-001457

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Series A Cumulative Redeemable Preferred Shares · Exchange NYSE American LLC · Ticker PHXE.P

The current filing updates the prospectus with information from the 2025 annual report (Form 10-K), including financial statements, operational details, and debt restructuring activities. It incorporates amendments to the credit agreement, including a $75 million delayed draw term loan and covenant waivers.

2026-03-17 · 0001193125-26-110901

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Exchange NYSE American LLC · Ticker PHXE.P

Phoenix Energy One, LLC's current 424B3 filing updates the prospectus to include Amendment No. 8 to its senior secured credit agreement, which establishes $75 million in discretionary delayed draw term loan commitments. The amendment includes waivers for covenant violations related to the Total Secured Leverage Ratio, Current Ratio, and Asset Coverage Ratio. Proceeds will fund oil and gas development. The filing also incorporates the February 12, 2026, 8-K detailing the credit agreement amendment and related financial terms.

2026-02-13 · 0001193125-26-051736

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

The current filing updates the prospectus for Phoenix Energy One, LLC with information from a Form 8-K dated January 21, 2026, focusing on new employment agreements for key executives. These agreements revise compensation structures for the CEO and CFO, reducing variable revenue-based pay, and replace variable compensation for the CBO with a fixed salary.

2026-01-21 · 0001193125-26-018064

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Series A · Exchange NYSE American LLC · Ticker PHXE.P

The current 424B3 filing updates the prospectus for Phoenix Energy One, LLC, incorporating financial data from the Quarterly Report on Form 10-Q for the period ended September 30, 2025. The supplement highlights updated financials and operational details, with a focus on recent developments in the company's financial position and risk factors.

2025-11-13 · 0001193125-25-278388

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Series A Cumulative Redeemable Preferred Shares · Exchange NYSE American LLC · Ticker PHXE.P

Phoenix Energy One, LLC's current filing updates the prospectus to reflect the appointment of David Scadden as Chief Operating Officer (COO) following Brandon Allen's resignation. The filing also incorporates amendments to the company's credit agreement, including a new $350 million tranche of term loans and adjustments to financial covenants. The company emphasizes that no compensatory arrangements were made with Scadden and confirms no conflicts of interest.

2025-11-06 · 0001193125-25-270072

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Use of proceeds to finance the development of their oil and gas properties

Phoenix Energy One, LLC updated its prospectus supplement (424B3) to reflect Amendment No. 7 to its senior secured credit agreement, dated October 27, 2025. The amendment introduces a new $350 million Tranche G loan facility, with $50 million funded immediately and $300 million available for future drawdowns. It also waives a current ratio covenant requirement and imposes a quarterly cap on preferred equity redemptions. The filing emphasizes the use of proceeds for oil and gas development and includes updated financial compliance terms.

2025-10-27 · 0001193125-25-251652

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 8-A12B and confirms the priced prospectus.

Price $20.00 · 2,704,023 shares · Gross proceeds $54,100,000

Series A · Exchange NYSE American LLC · Ticker PHXE.P

Phoenix Energy One, LLC's 424B3 filing updates the prospectus to reflect the completion of its Regulation A+ offering of Series A Cumulative Redeemable Preferred Shares. The offering, closed on September 29, 2025, raised $54.1 million through 2,704,023 shares at $20.00 per share. The filing incorporates details from the Company's 8-K, including board appointments, amendments to the LLC agreement, and terms of the Preferred Shares. Key updates include financial suitability requirements for investors, voting rights under default conditions, and redemption terms for the Preferred Shares.

2025-09-30 · 0001193125-25-225090

CERT inactive

CERT

Pre-IPO filing captured from the SEC submission timeline.

Follows 424B3 in the pre-IPO sequence.

Phoenix Energy One, LLC has initiated an offering of up to 3,750,000 Series A Cumulative Redeemable Preferred Shares at $20 per share, seeking to raise $75 million. The offering is conducted under Regulation A+ and includes a liquidation preference of $25 per share. The company plans to list the shares on NYSE American under the symbol 'PHXE.P.' The offering is subject to regulatory approvals and market conditions.

2025-09-25 · 0001143313-25-000066

8-A12B effective

Exchange Act registration

Registration filed to list the securities under the Exchange Act ahead of trading.

Follows CERT and registers the class of securities for exchange listing.

Phoenix Energy One, LLC filed Form 8-A12B to register Series A Cumulative Redeemable Preferred Shares on NYSE American LLC. The filing incorporates by reference the securities description from its Regulation A offering circular (Form 1-A) and confirms registration concurrent with a Regulation A offering. The company is transitioning from a preliminary CERT filing to formal exchange registration.

2025-09-25 · 0001193125-25-216562

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Price $20.00 · 3,750,000 shares · Gross proceeds $75,000,000

Series A Cumulative Redeemable Preferred Shares · Exchange NYSE American · Ticker PHXE.P · Use of proceeds To fund oil and gas exploration and production activities · Underwriters Digital Offering, LLC

Phoenix Energy One, LLC filed a 424B3 prospectus supplement on August 29, 2025, updating its registration statement to reflect the launch of an initial public offering (IPO) for up to 3,750,000 Series A Cumulative Redeemable Preferred Shares at $20 per share, targeting $75 million in gross proceeds. The offering, conducted under Regulation A, includes a liquidation preference of $25 per share and quarterly distributions starting at 10% annual yield. The company seeks listing on NYSE American under the symbol 'PHXE.P.' The supplement incorporates a press release announcing the offering, replacing the prior 424B3 filing (May 14, 2025) which referenced a 10-Q report.

2025-08-29 · 0001193125-25-192300

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Phoenix Energy One, LLC's current 424B3 filing updates the prospectus with information from its Q3 2025 10-Q, including financial statements, management discussion, risk factors, and operational disclosures. The filing emphasizes updated financial data, operational risks, and compliance with SEC regulations.

2025-08-12 · 0001193125-25-179016

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Use of proceeds Development of oil and gas properties

The current filing updates the prospectus for Phoenix Energy One, LLC, incorporating changes from a Form 8-K dated August 1, 2025. It details Amendment No. 6 to the Senior Secured Credit Agreement, introducing a $100 million Tranche E Term Loan and a $6.5 million contingent Tranche F Loan, with revised repayment terms. The amendment also includes the release of prior guarantors and updates to loan documentation.

2025-08-01 · 0001193125-25-171789

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

Preferred

The current filing updates the prospectus to include details from the company's June 27, 2025 Form 8-K, focusing on Amendment No. 5 to the senior secured credit agreement, which permits the issuance of Series A Cumulative Redeemable Preferred Shares. It also references the potential initial public offering (IPO) of these preferred shares and related corporate governance changes, including amendments to the limited liability company agreement to establish a board of directors and share structure.

2025-06-27 · 0001193125-25-151130

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B3 and confirms the priced prospectus.

The current filing updates the prospectus with operational data from Phoenix Energy One, LLC's Form 8-K dated June 5, 2025. It includes details on oil and gas production, reserves, drilling results, and acreage. As of March 31, 2025, the company owned 6,956 productive wells, with 3,945 gross productive development wells drilled by PhoenixOp in the Williston Basin. Drilling activity decreased compared to prior periods, and reserve estimates were provided for oil, natural gas, and NGLs. The filing emphasizes the company's focus on the Bakken/Williston Basin and other key regions.

2025-06-05 · 0001193125-25-135871

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows EFFECT and confirms the priced prospectus.

Unsecured Notes

The 424B3 filing updates the prospectus for Phoenix Energy One, LLC, incorporating financial and operational data from the Quarterly Report on Form 10-Q for the period ended March 31, 2025. This supplement amends previously disclosed information, including financial statements, risk factors, and operational metrics, to reflect the company's latest performance and conditions as of May 16, 2025.

2025-05-16 · 0001193125-25-121819

424B4 priced

Final prospectus

Final prospectus filed after pricing with final deal terms.

Follows S-1/A and confirms the priced prospectus.

Price $100.00 · 750,000,000 shares · Gross proceeds $750,000,000

Senior Subordinated Notes · Use of proceeds General corporate purposes, including debt repayment and operational expenses

Phoenix Energy One, LLC is conducting an initial public offering of $750 million in senior subordinated notes with varying maturities (3-11 years) and interest rates (9.0%-12.0%). The notes are unsecured, subordinated to senior debt, and will be issued in registered form with no established trading market. The company, a subsidiary of Phoenix Equity Holdings, is offering the notes directly without an underwriter, relying on Dalmore Group as the managing broker-dealer. The offering includes both cash and compound interest notes, with redemption terms and potential use of proceeds for debt service and development expenditures.

2025-05-14 · 0001193125-25-119952

EFFECT effective

SEC effectiveness notice

SEC declared the registration statement effective, allowing the offering to proceed.

Follows 424B4 and marks the registration effective.

Phoenix Energy One, LLC has received SEC approval for its S-1 registration statement, enabling the ongoing offering of up to $750 million in Senior Subordinated Notes. The notes, structured with varying maturities (3-11 years) and interest types (cash or compound), carry high interest rates (9.0%-12.0%) and are subordinated to other debt. The company, a subsidiary of Phoenix Equity Holdings, LLC, is offering the notes directly without an underwriter, relying on Dalmore Group, LLC as its broker-dealer. The filing emphasizes risks including financial instability, lack of a trading market, and structural subordination.

2025-05-14 · 9999999995-25-001584

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

Gross proceeds $750,000,000

Senior Subordinated Notes · Use of proceeds debt repayment

Phoenix Energy One, LLC is conducting an initial public offering of $750 million in Senior Subordinated Notes with varying maturities (3-11 years) and interest rates (9.0%-12.0%). The notes are unsecured, subordinated to senior debt, and carry significant risks including lack of trading market, high leverage, and historical losses. The company plans to use proceeds for debt service and development of energy reserves, with a focus on direct drilling operations and asset acquisitions.

2025-05-09 · 0001193125-25-116847

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

Price $750,000,000 · 750,000,000 shares · Gross proceeds $750,000,000

Senior Subordinated Notes · Use of proceeds Proceeds will be used to repay existing indebtedness and for general corporate purposes.

Phoenix Energy One, LLC is offering up to $750 million in senior subordinated notes with maturities ranging from three to eleven years, featuring interest rates between 9.0% and 12.0%. The notes are unsecured and subordinated to certain existing and future debts. The company, a subsidiary of Phoenix Equity Holdings, LLC, has a history of net losses and relies heavily on debt for growth. The offering is being conducted directly without an underwriter, with Dalmore Group, LLC acting as the broker-dealer. The notes are not publicly traded, and redemption rights are limited.

2025-04-25 · 0001193125-25-097152

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

Gross proceeds $750,000,000

Senior Subordinated Notes with maturities of 3, 5, 7, and 11 years · Use of proceeds Proceeds may be used for debt repayment, working capital, and acquisitions

Phoenix Energy One, LLC is conducting an initial public offering of $750 million in senior subordinated notes, structured with varying maturities (3-11 years) and interest rates (9.0%-12.0%). The notes are unsecured, subordinated to existing debt, and lack an established trading market. The company, a subsidiary of Phoenix Equity Holdings, LLC, is offering the notes directly without underwriters, with proceeds intended for general corporate purposes. The filing highlights risks related to debt service, liquidity, and limited redemption rights.

2025-03-28 · 0001193125-25-067203

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1 filing.

Price $100.00 · 750,000,000 shares · Gross proceeds $750,000,000

Senior Subordinated Notes · Senior Subordinated Notes with varying maturities and interest payment methods · Use of proceeds General corporate purposes

Phoenix Capital Group Holdings, LLC is conducting an initial public offering of $750 million in Senior Subordinated Notes, comprising various maturity periods (3-11 years) with interest rates ranging from 9.0% to 12.0%. The notes are unsecured, subordinated, and rank junior to senior debt. The offering is being conducted directly by the company without underwriters, with Dalmore Group acting as the managing broker-dealer. The filing includes details on redemption terms, liquidity risks, and structural subordination to subsidiary obligations. The company is an emerging growth company with reduced disclosure requirements.

2024-12-30 · 0001193125-24-286101

S-1 filed

Initial registration statement

Initial public filing submitted to start the SEC review process.

Follows DRS/A in the pre-IPO sequence.

Price $100.00 · 750,000,000 shares · Gross proceeds $750,000,000

Notes · Use of proceeds General corporate purposes

Phoenix Capital Group Holdings, LLC is conducting an initial public offering (IPO) of $750 million in senior subordinated notes with varying maturities (3, 5, 7, 11 years) and interest rates ranging from 9.0% to 12.0%. The notes are unsecured, subordinated to senior debt, and will be offered directly without an underwriter. The offering includes both cash and compound interest payment structures, with no established trading market. The company emphasizes high-risk investment characteristics and structural subordination to subsidiaries' obligations.

2024-10-29 · 0001193125-24-246121

DRS/A amended

Amended draft registration statement

Updated draft registration filed before the public launch.

Updates the prior DRS/A filing.

Phoenix Capital Group Holdings, LLC is conducting an initial public offering of up to $750 million in Fixed Rate Senior Subordinated Notes. The notes will be issued in denominations of $1,000 with a minimum investment of $5,000 per investor. Interest rates range from 9.00% to 12.00% annually, payable monthly in cash or through compounding. The notes are unsecured, subordinated to certain debts, and lack a public trading market. The offering is being conducted directly by the company through Dalmore Group, LLC, with no underwriter or placement agent involved.

2024-09-27 · 0000950123-24-009357

DRS/A amended

Amended draft registration statement

Updated draft registration filed before the public launch.

Updates the prior DRS filing.

Phoenix Capital Group Holdings, LLC is conducting an initial public offering of Fixed Rate Senior Subordinated Notes, which are unsecured and subordinated to certain other indebtedness. The notes will be offered on a continuous basis with maturities of 3, 5, 7, or 11 years, featuring either cash or compound interest payment methods. The offering is being conducted directly by the company without an underwriter, with Dalmore Group, LLC serving as the managing broker-dealer. The filing confirms the company's status as an emerging growth company with reduced disclosure requirements.

2024-07-17 · 0000950123-24-006638

DRS filed

Draft registration statement

Draft registration filed confidentially before the public launch.

First tracked pre-IPO filing for this issuer.

Phoenix Capital Group Holdings, LLC is conducting an initial public offering of Fixed Rate Senior Subordinated Notes, which are unsecured and junior to certain obligations. The notes will be offered continuously without an underwriter, through Dalmore Group, LLC as the managing broker-dealer. The offering includes notes with maturities of 3, 5, 7, or 11 years, with interest payable in cash or compounded. The company is an emerging growth company with reduced disclosure requirements, and the notes have no established trading market, posing significant risks to investors.

2024-05-13 · 0000950123-24-004657

Phoenix Energy One, LLC

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