Phoenix Energy One LLC Series A Pfd美股招股说明书(2026-02-13版)

This prospectus supplement updates, amends, and supplements the prospectus, dated May 14, 2025 (as updated, amended, and supplemented todate, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No.333-282862). Capitalized terms used in thisprospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the informationcontained in our Current Report on Form 8-K filed with the SEC on February13, 2026, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with theProspectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information inthis prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with yourProspectus for future reference. Investing in the Notes involves risks. See “Risk Factors” beginning on page 19 of the Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this prospectus supplement or the accompanying Prospectus. Any representation to the contrary isa criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 CURRENT REPORTPursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February12, 2026 Phoenix Energy One, LLC(Exact name of registrant as specified in its charter) 001-42868(CommissionFile Number) 83-4526672(I.R.S.EmployerIdentification No.) 92612(Zip Code) 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 thefollowing 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 Section12(b) of the Act: 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 thischapter) 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 anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on August12, 2024, Phoenix Energy One, LLC (the “Company”) entered into that certain Amended and Restated SeniorSecured Credit Agreement with Phoenix Operating LLC, as borrower (“Phoenix Operating”), each of the lenders from time to time party thereto, andFortress 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 February12, 2026 (the “Amendment No.8 Effective Date”), the Company, Phoenix Operating, the Guarantors party thereto, the SpecifiedAdditional Guarantor, the Lenders party thereto, and Fortress entered into that certain Amendment No.8 to Amended and Restated Senior SecuredCredit Agreement (“Amendment No.8”). Amendment No.8, among other things, established $75million in Amendment No.7 Discretionary DelayedDraw Term Loan Commitments, all of which were drawn as of the Amendment No.8 Effective Date, and thereby reduced the aggregate principalamount available on a discretionary basis from $300million to $225million from time to time during the Amendment No.7 Delayed Draw Term LoanAvailability Period, subject to and upon the satisfaction of certain conditions precedent set forth in the Credit Agreement. The Amendment No.7Discretionary Delayed Draw Term Loan Commitments are subject to original issue discount of 3.00%. Amendment No.8 also amended, or provided limited waivers of compliance with, certain covenants contained in the Credit Agreement. Inparticular, Amendment No.8 provided a waiver of the covenant requiring the Company to maintain a Total Secured Leverage Ratio as of December31,2025 to be greater than 2.00 to 1.00, the requirement to not let the Current Ratio during the period from November30, 2025 through and includingJanuary31, 2026 to be less than .80 to 1.00