Question 1

Who Is Phoenix Energy One, LLC and where is it located?

Accepted Answer

Phoenix Energy One, LLC is an energy company operating in the oil and gas industry with principal executive offices in Irvine, California.Phoenix Energy One, LLC is a limited liability company formed and organized under the laws of Delaware.Phoenix Energy One, LLC does business as Phoenix Energy.Phoenix Energy operates in the oil and gas industry and executes on a three-pronged strategy involving (i) direct drilling operations, (ii) the acquisition of royalty assets, and (iii) the acquisition of non-operated working interest assets.Phoenix Energy’s direct drilling operations are currently primarily focused on development efforts in the Williston Basin in North Dakota and Montana and the Powder River and Denver Julesburg Basins in Wyoming.Phoenix Energy’s royalty and working interest acquisitions center around a variety of assets, including mineral interests, leasehold interests, overriding royalty interests and perpetual royalty interests. These efforts have historically targeted assets in the Williston, Permian, Powder River, Uintah, and DJ Basins.Phoenix Energy is agnostic as to geography and prioritizes operational and asset potential when executing on its strategy.For more information about Phoenix Energy please visit phoenixenergy.com and review all our reports, quarterly reports, current reports and other SEC filings at SEC.gov | EDGAR Full Text Search.

Question 2

Who Are the Members of the Board of Directors and Management Team of Phoenix Energy?

Accepted Answer

Phoenix Energy is a manager-managed limited liability company and its business and affairs are managed under the direction of its board of directors consisting of 5 members. The members of our board of directors are:Adam Ferrari, Chief Executive Officer of Phoenix EnergyCurtis Allen, Chief Financial Officer of Phoenix EnergyDaniel Ferrari, Co-Manager of Lion of Judah, the controlling shareholder of Phoenix EnergyJason Pangracs, CFO of SSAB Americas DivisionJason Wagner, Managing Director at CBIZ CPAs P.C.Phoenix Energy’s executive leadership team is:Adam Ferrari, Chief Executive OfficerCurtis Allen, Chief Financial OfficerDavid Scadden, Chief Operating OfficerLindsey Wilson, Chief Business OfficerSean Goodnight, Chief Acquisitions OfficerRob Kaplan, Chief Legal OfficerJustin Arn, Chief Land and Title OfficerPlease refer to the following pages of our website to meet our Board of Directors and our Management Team. https://phoenixenergy.com/team

Question 3

Who Owns Phoenix Energy?

Accepted Answer

All of the outstanding Common Shares of Phoenix Energy are owned by Phoenix Equity Holdings, LLC.
Phoenix Equity Holdings, LLC is controlled by Lion of Judah, which is controlled by Daniel and Charlene Ferrari, the parents of the Company’s CEO, Adam Ferrari. Lion of Judah currently has voting control over Phoenix Equity Holdings, LLC which in turn has voting control of Phoenix Energy.
The Preferred Shares of Phoenix Energy are publicly traded and owned by various people. Some of the Preferred Shares were purchased by employees of Phoenix Energy in the Preferred Share IPO at the initial offering price of $20.

Question 4

Who Is the Company’s Independent Auditor?

Accepted Answer

Our independent auditor is RJI International CPAs, who has been the Company’s auditor since December 2023.
For more information, you can find all our reports, quarterly report, current reports and other SEC filings here gov | EDGAR Full Text Search, including our audited financial statements for each of the 2022, 2023, 2024 and 2025 calendar years.

Question 5

When Is Phoenix Energy’s Fiscal Year-End?

Accepted Answer

We use a fiscal year that aligns with the calendar year, ending on December 31.

Question 6

How Can I Access the Company’s Annual Report or SEC Filings?

Accepted Answer

You can find all our reports, quarterly report, current reports and other SEC filings here SEC.gov | EDGAR Full Text Search.

Question 7

What Is a Transfer Agent?

Accepted Answer

Generally, a transfer agent maintains a record of ownership, including contact information, for a record holder of an issuer’s publicly traded securities, including common or preferred shares.
The Company has engaged Equity Stock Transfer to act as its third-party transfer agent for the preferred shares.
The Company is its own transfer agent for its debt offerings, both under the Private Placement Offerings and the Registered Offering.

Question 8

Who Is the Company’s Transfer Agent for its Debt Offerings?

Accepted Answer

The Company is its own transfer agent for its debt offerings, both under the Private Placement Offerings and the Registered Offering.

Phoenix Energy maintains a record of ownership, including contact information, for a record holder of its notes and bonds, handles any title transfers, pays interest and otherwise handles communications to holders regarding their notes and bonds.

Question 9

What Offerings Does Phoenix Energy Currently Have Available for Investors?

Accepted Answer

Phoenix Energy is conducting offerings of debt securities pursuant to (i) an exemption from registration under Rule 506(c) of Regulation D (“Private Placement Offering”) of the Securities Act of 1933, as amended (the “Securities Act”) and (ii) a registration statement on Form S-1 under the Securities Act (including a prospectus) filed with the SEC (the “Registered Offering”), and (iii) a registration statement on Form S-1 (including a prospectus) for its Phoenix Flex notes (“Phoenix Flex”).The Private Placement Offering is exempt from the registration requirements of the Securities Act and only “accredited investors”, as such term is defined in Rule 501 of Regulation D, may invest in such offerings. The Registered Offering is being made pursuant to a registration statement and prospectus, filed, or registered with the U.S. Securities and Exchange Commission (“SEC”) and appropriate state regulatory agencies. For the Registered Offering and Phoenix Flex, only investors meeting certain criteria, including financial suitability requirements, may invest. The eligibility requirements may be found in the offering documentation, including the prospectus, that the Company has filed on EDGAR with the SEC and can be found at sec.gov, where you can obtain a free copy of the prospectus. Alternatively, Phoenix Energy or a registered representative of Crescent will supply additional materials when requested. Call 855.732.6395 or email InvestorRelations@phoenixenergy.com to place a request.Before you invest, you should read the offering documentation for the relevant debt offering, including, with respect to the Registered Offering, the prospectus, and other documents that the Company has filed with the SEC.

Question 10

Do I Have to be Accredited (as Defined by the SEC in Section 501(a) of Regulation D) to Purchase Phoenix Energy’s Offerings?

Accepted Answer

No, you do not need to be accredited to purchase the notes sold in the Registered Offering or the notes sold in Phoenix Flex. If you are an “accredited” investor, you can also purchase the bonds sold in the Private Placement Offering.

Question 11

Is there a Minimum Purchase Amount for a new investor in Phoenix Energy’s Offerings?

Accepted Answer

Yes. The minimum purchase amount is $1,000 for Phoenix Flex, $5,000 for the Registered Offering and $25,000 for the Private Placement Offering. After meeting the minimum purchase amount, additional notes or bonds may be purchased in $1,000 increments.

Question 12

Are the Offerings Callable (Redeemable)?

Accepted Answer

Phoenix Energy may redeem the bonds issued pursuant to its Private Placement Offering and the notes issued pursuant to its Registered Offering at face value plus any accrued but unpaid interest. Phoenix Energy may also redeem Phoenix Flex notes at any time at 100% of principal plus accrued and unpaid interest. Phoenix Flex investors may request redemption at 100% of principal on the last day of their chosen 3-, 6-, 9-, 12- or 18-month redemption interval, with 30 to 45 days’ prior notice, or at other times at 95% of principal plus accrued and unpaid interest, subject to an annual cap and other limitations. All redemptions are subject to the terms of the Phoenix Flex prospectus.

Question 13

Do I need a financial advisor or brokerage account to purchase bonds from Phoenix Energy?

Accepted Answer

No. We sell our notes and bonds directly to investors through our investor portal. We have a dedicated sales team that can assist you. Please contact investorrelations@phoenixenergy.com

Question 14

Can I purchase bonds through a trust or other entity?

Accepted Answer

Yes. We accept purchases through any domestic legal entity subject to verification of the organizational documentation, authority, and tax ID.

Question 15

Can I speak to someone about purchasing bonds?

Accepted Answer

Of course. The investor relations team can be reached by phone (855) 732-6395 or email (InvestorRelations@phoenixenergy.com) anytime.

Question 16

Can I purchase bonds using qualified funds, either through an IRA or 401K?

Accepted Answer

Phoenix’s bonds and notes may be purchased with certain qualified funds, such as a self-directed IRA held with an eligible custodian. Eligibility depends on your plan, your custodian and the offering you choose. Using qualified funds may have tax consequences or penalties.⁠¹ For questions about 401(k) or IRA eligibility, please contact InvestorRelations@phoenixenergy.com.

Question 17

Does Phoenix Energy provide monthly statements to investors?

Accepted Answer

Yes, Phoenix Energy provides a monthly statement and report to each investor. Your statement can be accessed and downloaded through the Phoenix Energy portal.

Question 18

Are the Preferred Shares Publicly Traded?

Accepted Answer

Yes, the Preferred Shares are listed on the NYSE American and trade under the symbol “PHXE.P”

Question 19

Do the Preferred Shares Pay a Distribution?

Accepted Answer

Yes, each Preferred Share carries initially a 10% cash distribution paid quarterly against the liquidation preference of $25.00.It is anticipated that when authorized and declared by Phoenix’s board of directors, the quarterly distribution will be paid on the 15th day of each January, April, July and October.The per Share distribution rate will be increased over time as follows:Year 1-3: 10% (up to but excluding October 15, 2028) Year 4: 10.5% (from and including October 15, 2028 to, but excluding, October 15, 2029)Year 5 and each year thereafter: 11% (from and including October 15, 2029)Please See, the Third Amended and Restated Limited Liability Company Agreement of Phoenix Energy dated September 29, 2025, including the share designation attached thereto as Exhibit A. The LLCA is available on Edgar through the SEC’s website and on our Investor portion of our website at Third Amended & Restated LLC Agreement.

Question 20

Does the Distribution Rate on the Preferred Shares Increase Over Time?

Accepted Answer

Yes, the per Share distribution rate will be increased over time as follows:Year 1-3: 10% (up to but excluding October 15, 2028)Year 4: 10.5% (from and including October 15, 2028 to, but excluding, October 15, 2029)Year 5 and each year thereafter: 11% (from and including October 15, 2029)The Preferred Shares will not participate in any distributions declared on the Common Shares (if any such distributions are declared), provided no such distribution may be declared on the Common Shares unless all distributions accrued on the Preferred Shares have been declared and paid prior to such distribution on the Common Shares.Please See, the Third Amended and Restated Limited Liability Company Agreement of Phoenix Energy dated September 29, 2025, including the share designation attached thereto as Exhibit A. The LLCA is available on Edgar through the SEC’s website and on our Investor portion of our website at Third Amended & Restated LLC Agreement.

Question 21

Is Phoenix Energy (or the Board of Directors) Able to Lower the Distribution Rate on the Preferred Shares?

Accepted Answer

Phoenix Energy (and the Board of Directors) are not able to lower the distribution rate without the affirmative vote or consent of the holders of at least 66.67% of the outstanding Preferred Shares.The distribution rate, and other rights of the holders of Preferred Shares, are set forth in the Third Amended and Restated Limited Liability Company Agreement of Phoenix Energy One, LLC (including the Share Designation attached thereto) that will be adopted upon the closing of the offering and are further described under the heading Description of Capital and Preferred Shares in the final Offering Circular.Please See, the Third Amended and Restated Limited Liability Company Agreement of Phoenix Energy dated September 29, 2025, including the share designation attached thereto as Exhibit A. The LLCA is available on Edgar through the SEC’s website and on our Investor portion of our website at Third Amended & Restated LLC Agreement.

Question 22

The Trading Price of the Preferred Shares is Lower than the Initial Offering Price in the Preferred Share Offering, How Does This Impact the Distributions?

Accepted Answer

Each Preferred Share carries initially a 10% cash distribution paid quarterly against the liquidation preference of $25.00. This distribution is not impacted by the public trading price of the Preferred Shares on the NYSE American.The distributions payable are not dependent upon or impacted by the public trading price of the Preferred Shares.

Question 23

How Much Did Phoenix Energy Raise in its Preferred Share Offering?

Accepted Answer

The gross proceeds from the Preferred Share Offering were approximately $54 million, which amount was reduced by selling agent commissions and other expenses as more fully described in the Final Offering Circular.Phoenix Energy sold approximately 2.7 million 10% Series A Cumulative Preferred in the Preferred Share Offering.

Question 24

Do the Preferred Shares Have Voting Rights?

Accepted Answer

The Preferred Shares have limited voting rights.Any vote of the Preferred Shares requires the affirmative vote or consent of the holders of at least 66.67% of the outstanding Preferred Shares, with each outstanding Preferred Share entitled to one vote.Note that Phoenix Energy (and the Board of Directors) are not able to lower the distribution rate payable on the Preferred Shares without the affirmative vote or consent of the holders of the outstanding Preferred Shares.The matters requiring the vote of the outstanding Preferred Shares are set forth in the Third Amended and Restated Limited Liability Company Agreement of Phoenix Energy dated September 29, 2025, including the share designation attached thereto as Exhibit A. The LLCA is available on Edgar through the SEC’s website and on our Investor portion of our website at Third Amended & Restated LLC Agreement.For more information about Phoenix Energy please visitphoenixenergy.com and review all our reports, quarterly reports, current reports and other SEC filings at SEC.gov | EDGAR Full Text Search.

Question 25

Who Owns the Common Shares of Phoenix Energy?

Accepted Answer

All of the outstanding Common Shares of Phoenix Energy are owned by Phoenix Equity Holdings, LLC.
Phoenix Equity Holdings, LLC is controlled by Lion of Judah, which is controlled by Daniel and Charlene Ferrari, the parents of the Company’s CEO, Adam Ferrari. Lion of Judah currently has voting control over Phoenix Equity Holdings, LLC which in turn has voting control of Phoenix Energy.
The Preferred Shares of Phoenix Energy are publicly traded and owned by various people. Some of the Preferred Shares were purchased by employees of Phoenix Energy in the Preferred Share IPO at the initial offering price of $20.

Question 26

What is Phoenix Energy Using the Funds Raised in the Public Offering For?

Accepted Answer

Phoenix Energy plans to use the net proceeds from the offering (a) to make investments in or to finance potential drilling and exploration operations, (b) to purchase mineral rights and non-operated working interests, as well as for additional asset acquisitions, and (c) for other working capital needs.Please see “Use of Proceeds” in the Offering Circular for a more complete description of the intended use of proceeds from this Offering. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular.

Question 27

Are the Preferred Shares Callable (Redeemable) by Phoenix Energy?

Accepted Answer

The Preferred Shares are redeemable at the option of Phoenix Energy.The Company may redeem the Preferred Shares, in whole or in part, at its option at a price of $27.50 per Share, plus an amount equal to all accrued and unpaid distributions (whether or not authorized or declared) up to but excluding the redemption date. Any partial redemption will be on a pro rata basis.No holder of Preferred Shares shall have the right to cause Phoenix Energy to redeem all or any portion of the Preferred Shares.Each Preferred Share has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless redeemed by Phoenix Energy.Please See, the Third Amended and Restated Limited Liability Company Agreement of Phoenix Energy dated September 29, 2025, including the share designation attached thereto as Exhibit A. The LLCA is available on Edgar through the SEC’s website and on our Investor portion of our website at Third Amended & Restated LLC Agreement.

Question 28

What is the Tax Status of My Investment in the Preferred Shares?

Accepted Answer

Phoenix Energy is a limited liability company and treated as a partnership for income tax purposes. As with other NYSE-listed securities of entities that operate in the oil and gas industry and that are taxed as partnerships, the Company is relying on the “Qualifying Income Exception” with respect to publicly traded partnerships.As with other NYSE-listed securities of similar companies, the Company treats the holders of the Preferred Shares as partners entitled to guaranteed payment for the use of capital on their Preferred Shares.Distributions to non-U.S. holders of Preferred Shares will be subject to withholding taxes. If the amount of withholding exceeds the amount of U.S. federal income tax actually due, non-U.S. holders of Preferred Shares may be required to file U.S. federal income tax returns in order to seek a refund of such excess. If you are a tax-exempt entity or a non-U.S. person, you should consult your tax advisor with respect to the consequences of owning our Preferred Shares.It is the responsibility of each holder of Preferred Shares to investigate the legal and tax consequences, under the laws of pertinent states, localities and foreign jurisdictions, of his investment in us. Accordingly, each holder of Preferred Shares is urged to consult his own tax counsel or other advisor with regard to those matters.Please See, Material U.S. Federal Income Tax Consequences of Preferred Shares in the final Offering Circular for more details regarding the partnership status of the Preferred Shares. The Offering Circular is available for free at https://phxenergy.co/preferred-offering-circular.

Question 29

How Do I Transfer my Preferred Shares I Purchased in the Public Offering to My Brokerage Account from Equity Stock Transfer?

Accepted Answer

Now that the Company’s Preferred Shares have been listed for trading on the NYSE American under the symbol PHXE.P, it is easy to transfer your Preferred Shares acquired in the Public Offering to your brokerage account.Brokers are familiar with this process and will handle it for you. (Please note that if you have a ROBINHOOD brokerage account, you cannot transfer your shares to them as they do not accept DRS method of transfer. Please use a different broker.)Here’s how transferring your Preferred Shares to your brokerage account works:You should have received a “Welcome” email from our transfer agent, Equity Stock Transfer, and you should be able to access your share statement through their platform.If you cannot find your Welcome email, you can login at https://my.equitystock.com(please go there and use the email address you used for to purchaser your shares) to see evidence of your share ownership in the form of a DRS statement.You will provide that DRS statement to your broker and they will initiate the transfer from their side. If you have any questions, please communicate with your broker and not the Transfer AThe transfer of your Preferred Shares to your brokerage account is subject to a $30 DRS statement fee, which must be prepaid by you before the transfer is requested. You can make the payment directly from the platform after you log in.There is no cost to keep your shares at Equity Stock Transfer, our appointed transfer agent, should you decide not to move them to a brokerage. You do not have to pay a monthly or annual fee in connection therewith.You can reach the transfer agent by emailing them at phoenix@equitystock.com or by phone at (212) 575-5757.

Question 30

Who Is the Company’s Transfer Agent?

Accepted Answer

The Company has engaged, the following entity to act as its third-party transfer agent:

Equity Stock Transfer

237 W 37^th Street, Suite 602

New York, NY 10018

Main: 212.575.5757

Fax: 347.584.3644

www.equitystock.com

The Preferred Shares will be issued in the form of one or more global securities issued to DTC (and its successors or assigns) or any other securities depositary selected by us (the “Securities Depositary”) and registered in the name of its nominee (initially, Cede & Co.), for credit to an account of a direct or indirect participant in the Securities Depositary.

Question 31

I Purchased Preferred Shares in the Public Offering through My IPO, how do I contact My IPO?

Accepted Answer

Please see https://www.myipo.com/faq for answers to many of your questions about My IPO.
You can email My IPO at clientservices@myipo.comor call at the telephone number below. My IPO is available to help from 7:30am-4pm MST, Monday through Friday.
Mailing address is:
My IPO
311 S Wacker Dr., Ste 1775
Chicago, IL 60606
Toll Free: (844) 226-0640 myipo.com

Question 32

I Purchased Preferred Shares in the Public Offering through My IPO, How will My IPO Communicate with Me About My Account?

Accepted Answer

My IPO provides its clients with detailed monthly brokerage account statements.Clients are welcome to contact My IPO by telephone, fax, or e‐mail to discuss their investments or ask questions, or to schedule an appointment to meet with their offices.All trade orders can be placed by logging into your account on My IPO.See https://www.myipo.com/faq to answer many of your questions about My IPO.

Question 33

I Purchased Preferred Shares in the Public Offering through My IPO, How do I trade the Preferred Shares in My IPO Account?

Accepted Answer

All trade orders can be placed by logging into your account on My IPO.Should you sell shares in the future, My IPO charges a $10 commission if you enter a trade online, or 1% of trade value plus $10 commission if you call the Trade Desk to enter trade on your behalf. My IPO also passes along certain regulatory fees, such as SEC and TAF fees. To view other fees, please review the My IPO Fee Schedule.See https://www.myipo.com/faq to answer many of your questions about My IPO.

Question 34

Are the Preferred Shares Certificated?

Accepted Answer

No, the Preferred Shares will be issued in book-entry form and no shares certificates will be issued evidencing the Preferred Shares.The Preferred Shares will be issued in the form of one or more global securities issued to DTC (and its successors or assigns) or any other securities depositary selected by us (the “Securities Depositary”) and registered in the name of its nominee (initially, Cede & Co.), for credit to an account of a direct or indirect participant in the Securities Depositary.

Question 35

Does Phoenix Energy provide monthly statements to holders of preferred shares?

Accepted Answer

No, Phoenix Energy does not provide monthly statements to the holders of preferred shares.Holders of preferred shares should check with Equity Stock Transfer, My IPO or their own brokerage account for a record of their holdings.Note that this is different than the bonds sold by Phoenix Energy, as Phoenix Energy is its own transfer agent and provides monthly statements to the investors with respect to their bondholdings.

Investors

Information is available here for our investors in our Offerings and holders of our Preferred Shares

Q2 2026 Earnings Call

No events currently scheduled

Q2 2026 Earnings

Webcast Replay

Presentation

Press Release

Form 10-Q

Press Releases

Phoenix Energy Announces Q3 2026 Distribution for Preferred Shares

Adam Ferrari Health Science Scholarship Names Eshaan Verma 2026 Recipient

Phoenix Energy CEO Adam Ferrari Receives 2026 Young Alumni Achievement Award from University of Illinois

Phoenix Energy One, LLC Series A Cumulative Redeemable Preferred Shares

Financial Information & SEC Filings

All SEC Filings

Corporate Governance

Organizational Documents

Governance Documents & Audit Committee Charter

Preferred Shares Transfer Agent

Contact for Interested Investors

Send a Message

Contact for Existing Investors

Send a Message

Contact for Preferred Shareholders

Send a Message

Mineral Rights Questions?

Send a Message

Get Legal Support

Send a Message

Have an IT Question?

Send a Message

Whistleblower Complaints

Send a Message

Get Involved With FUEL

Thank you for your interest!

Frequently Asked Questions

General FAQs

Prospective Investor FAQs

Preferred Shareholder FAQs

Footnotes