UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 1 29, 2025

Phoenix Energy One, LLC.

(Exact name of registrant as specified in its charter)

Delaware	333-282862	83-4526672
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
18575 Jamboree Road, Suite 830
Irvine, CA		92612
(Address of principal executive offices)		(Zip Code)

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~~TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered N/A N/A. N/A

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 8.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

AsOn ~~previously disclosed, on~~ August 1229, ~~2024~~2025, Phoenix Energy One, LLC (the “Company”) ~~entered~~issued ~~into~~a ~~that~~press ~~certain~~release ~~Amended~~announcing ~~and~~the ~~Restated~~commencement ~~Senior~~of ~~Secured~~its ~~Credit~~offering ~~Agreement~~of ~~with~~up ~~Phoenix~~to ~~Operating LLC~~3,750,000 asSeries ~~borrower~~A ~~(“Phoenix~~Cumulative ~~Operating”),~~Redeemable ~~each~~Preferred ofShares ~~the~~representing ~~lenders~~membership ~~from~~interests ~~time~~in tothe ~~time~~Company ~~party~~at ~~thereto,~~a ~~and~~purchase ~~Fortress~~price ~~Credit~~of ~~Corp~~$20.00 ~~(“Fortress”),~~per asshare ~~administrative~~in ~~agent~~an ~~for~~offering ~~the~~pursuant ~~lenders~~to ~~(as~~Regulation ~~amended~~A orpromulgated ~~supplemented~~under ~~from time to time,~~ the ~~“Credit Agreement”)~~U.S. ~~Terms~~Securities ~~used~~Act ~~herein~~of ~~but~~1933, ~~not~~as ~~defined herein shall have the meaning given to such terms in the Credit Agreement~~amended.

OnA ~~August 1,~~copy ~~2025,~~of the ~~Company,~~press ~~Phoenix~~release ~~Operating,~~is ~~the~~attached ~~Guarantors,~~hereto ~~the~~as ~~Prior~~Exhibit Specified Additional Guarantors party thereto, the Specified Additional Guarantor party thereto, the Lenders party thereto (including the New Lenders) and Fortress entered into that certain Amendment No99. 61 ~~to Amended~~ and Restated Senior Secured Credit Agreement (“Amendment No. 6”). Amendment No. 6, among other things, (i) established a new tranche of term loans (the “Tranche E Term Loans”) in an aggregate principal amount of $100 million, which was borrowed in full on the Closing Date, (ii) established a new $6.5 million tranche of loans (the “Tranche F Loan”), which represents a contingent principal obligation that is ~~only~~incorporated ~~due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Credit Agreement or a bankruptcy filing~~ by ~~the~~reference ~~Credit Parties, and (iii) revised the required repayment schedule to provide that $200~~herein.~~0 million~~ of the outstanding principal amount of the Loans will be due on August 31, 2027 (less the aggregate amount of all voluntary and mandatory prepayments as of such date), with the remainder due on the Maturity Date.

The Tranche E Term Loan and the Tranche F Loan were each subject to original issue discount (“OID”) of 8.9201878% and bear interest at a rate per annum equal to Term SOFR plus 0.10% plus 7.00%.

The Company and Phoenix Operating will use the proceeds of the Tranche E Term Loans to finance the development of their oil and gas properties in accordance with the approved plan of development as provided in the Credit Agreement.

The foregoing description of Amendment No. 6 is a summary and is qualified in its entirety by reference to Amendment No. 6, 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
ExhibitNo.		Exhibit Description
10.1		Amendment No. 6 to Amended and Restated Senior Credit Agreement, by and among Phoenix Energy One, LLC, Phoenix Operating LLC, each of the lenders from time to time party thereto, and Fortress Credit Corp., dated as of August 1, 2025
99.1		Press Release, dated August 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: August 129, 2025


PHOENIX ENERGY ONE, LLC

By:		/s/ Curtis Allen
		Curtis Allen
		Chief Financial Officer

Filing Compare · Phoenix Energy One, LLC