Looking at the filing, I need to find substantive financial content beyond the cover page and defined terms section. The filing content provided ends mid-way through the defined terms section and does not include any financial statements, MD&A figures, or other substantive disclosures. However, the cover page and defined terms section do contain some verifiable facts (entity structure, share count, security type, exchange listing), so I will assess whether there is enough substantive disclosure content (excluding cover pages, boilerplate, signatures, legends, cautionary-language blocks, and exhibit lists). The substantive content here is primarily defined terms/glossary material and cover page data. The actual financial statements and MD&A are referenced in the table of contents but not provided in the extracted text. The defined terms section itself, while lengthy, is essentially boilerplate definitional content. The only substantive non-boilerplate disclosures are: 100,000,000 common shares outstanding as of November 9, 2026, all owned by Phoenix Equity Holdings, LLC; the Series A Cumulative Redeemable Preferred Shares listed on NYSE American under PHXE.P; various debt instruments named and described in brief. This is borderline but contains enough unique factual content to proceed.

Phoenix Energy One, LLC filed its quarterly report on Form 10-Q with the SEC on November 10, 2026, covering the fiscal quarter ended September 30, 2026, and disclosing key details about its capital structure and outstanding securities.

Key Highlights

  • Common shares outstanding: As of November 9, 2026, there were 100,000,000 common shares of the registrant outstanding, all owned by Phoenix Equity Holdings, LLC.
  • Preferred shares listed: The company's Series A Cumulative Redeemable Preferred Shares trade on NYSE American under the symbol PHXE.P.
  • Filer classification: The registrant identified itself as a non-accelerated filer, and indicated it is not a large accelerated filer, accelerated filer, smaller reporting company, or emerging growth company.
  • Shell company status: The registrant indicated it is not a shell company as defined in Rule 12b-2 of the Exchange Act.
  • Multiple debt instruments disclosed: The filing references several categories of indebtedness, including the Fortress Credit Agreement, Phoenix Flex Notes, Adamantium Debt, and various Reg D/Reg A Bonds and Exchange Notes.
  • Phoenix Access Notes not yet issued: According to the filing, as of the date of the report, the registration statement for the Phoenix Access Notes "had not been declared effective and no Phoenix Access Notes had been issued."

Phoenix Energy One's Capital Structure and Debt Instruments in Q3 2026

Phoenix Energy One, LLC (NYSE American:PHXE.P), a Delaware limited liability company headquartered at 18575 Jamboree Road, Suite 830, Irvine, California 92612, submitted its quarterly report for the period ended September 30, 2026. The registrant confirmed it had filed all reports required during the preceding 12 months and had submitted all required Interactive Data Files electronically, according to the filing.

The filing discloses a layered debt structure. The Fortress Credit Agreement is described as an Amended and Restated Senior Secured Credit Agreement, dated August 12, 2024, with Fortress Credit Corp. acting as administrative agent. The Adamantium Debt comprises indebtedness under the Adamantium Bonds, the Adamantium Loan Agreement (dated September 14, 2023), and the Adamantium Secured Note (dated November 1, 2024). The company also references unsecured bonds issued under Rule 506(c) of Regulation D, including December 2022 and August 2023 issuances, as well as Reg A Bonds and Exchange Notes. Phoenix Flex Notes are described as senior subordinated junior lien notes offered on a continuous basis under a Form S-1 registration statement (File No. 333-296428).

Regarding the Phoenix Access Notes, also described as senior subordinated junior lien notes and registered under File No. 333-299583, the company disclosed that as of the filing date the registration statement had not been declared effective and no Phoenix Access Notes had been issued. All 100,000,000 common shares of the registrant are held by Phoenix Equity Holdings, LLC, with no public market in the common shares indicated by the filing. The registrant's Series A Cumulative Redeemable Preferred Shares represent the only class of securities registered under Section 12(b) of the Exchange Act.

What Was Disclosed

Phoenix Energy One, LLC filed a Form 10-Q for the quarter ended September 30, 2026, disclosing its share count, sole common equity holder, preferred share listing on NYSE American, filer classifications, and details on multiple debt facilities and bond programs.