Phoenix Energy One LLC Series A Pfd美股招股说明书(2026-05-14版)

PHOENIX ENERGY ONE, LLC This prospectus supplement updates, amends, and supplements the prospectus, dated May 4, 2026 (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 Quarterly Report on Form 10-Q filed with the SEC on May13, 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 27 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, DC 20549FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended March31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission File Number: 001-42868 LOGO PHOENIX ENERGY ONE, LLC (Exact Name of Registrant as Specified in its Charter) Delaware(State or other jurisdiction ofincorporation or organization) 83-4526672(I.R.S. EmployerIdentification No.) 18575 Jamboree Road, Suite 830Irvine, California(Address of principal executive offices) 92612(Zip Code) Registrant’s telephone number, including area code: (949)416-5037 Securities registered pursuant to Section12(b) of the Act: TradingSymbol(s)PHXE.P Name of each exchangeon which registeredNYSE American LLC Title of each classSeries A Cumulative Redeemable PreferredShares Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☒Emerginggrowthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May12, 2026, there were 100,000,000 common shares of the registrant outstanding. All of the registrant’s common shares are owned byPhoenix Equity Holdings, LLC. Table of Contents Table of Contents PART I.FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Changes in Equity (Deficit)Condensed Consolidated Statements of Cash FlowsNotes to the Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPARTII.OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSIGNATURES Table of Contents Certain Defined Terms As used in this Quarterly Report on Form 10-Q (this “Quar