Phoenix Energy One, LLC

8-K · ck0001818643-20260601.htm iXBRL

0001818643 2026-06-01 2026-06-01

  

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 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
  
 FORM 8-K
  
 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 1, 2026
  
 Phoenix Energy One, LLC
 (Exact name of registrant as specified in its charter)
  

 Delaware

 001-42868

 83-4526672

 (State or other jurisdiction of incorporation)

 (Commission File Number)

 (I.R.S. Employer Identification No.)

 18575 Jamboree Road , Suite 830

  

  

 Irvine , CA

  

 92612

 (Address of principal executive offices)

  

 (Zip Code)

  
 Registrant’s telephone number, including area code: ( 949 ) 416-5037
 Not Applicable
 (Former name or former address, if changed since last report)
  
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

  

 Trading
 Symbol(s)

  

 Name of each exchange on which registered

 Series A Cumulative Redeemable Preferred Shares

  

 PHXE.P

  

 NYSE American LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  

  

  

 Item 1.01 Entry into a Material Definitive Agreement.
 As previously disclosed, on August 12, 2024, Phoenix Energy One, LLC (the “ Company ”) entered into that certain Amended and Restated Senior Secured Credit Agreement with Phoenix Operating LLC, as borrower (“ Phoenix Operating ”), each of the lenders from time to time party thereto, and Fortress Credit Corp. (“ Fortress ”), as administrative agent for the lenders (as amended or supplemented from time to time, the “ Credit Agreement ”). Terms used herein but not defined herein shall have the meaning given to such terms in the Credit Agreement.
 On June 1, 2026 (the “ Amendment No. 9 Effective Date ”), the Company, Phoenix Operating, the Guarantors party thereto, the Specified Additional Guarantor, the Lenders party thereto, and Fortress entered into that certain Limited Waiver and Amendment No. 9 to Amended and Restated Senior Secured Credit Agreement (“ Amendment No. 9 ”). Amendment No. 9, among other things, permits the Company to issue certain junior lien notes, subject to the conditions and limitations described in the Credit Agreement.
 The foregoing description of Amendment No. 9 is a summary and is qualified in its entirety by reference to Amendment No. 9, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits.

 Exhibit No.

 Exhibit Description

 10.1+

 Limited Waiver and Amendment No. 9 to Amended and Restated Senior Secured Credit Agreement, by and among Phoenix Energy One, LLC, Phoenix Operating LLC, the guarantors party thereto, the specified additional guarantor, the lenders party thereto, and Fortress Credit Corp., dated as of June 1, 2026

 104

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 __________
 +	Certain annexes, schedules, and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted annex, schedule, or exhibit to the U.S. Securities and Exchange Commission upon request.

  

  

 SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

  

  

 PHOENIX ENERGY ONE, LLC

  

  

  

  

 Dated: June 2, 2026

  

 By:

 /s/ Curtis Allen

  

  

  

 Curtis Allen

  

  

  

 Chief Financial Officer