Phoenix Energy One, LLC Debt Disclosure

Note 8. Debt

Fortress Credit Agreement

In April 2025, the Company amended the secured credit agreement with Fortress Credit Corp. (the “Fortress Credit Agreement”) to establish a new tranche of term loans in an aggregate principal amount of $50.0 million (the “April Fortress Amendment”). Of this amount, $25.0 million was borrowed upon closing in April 2025, and $25.0 million was borrowed in May 2025.

In August 2025, the Fortress Credit Agreement was syndicated to include an additional institutional lender and further amended to establish an additional tranche of term loans in an aggregate principal amount of $100.0 million (the “August Fortress Amendment”) that was borrowed in full upon closing. Additionally, the August Fortress Amendment established a $6.5 million tranche of loans which represents a contingent principal obligation that is only due and payable (together with accrued interest) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing.

In October 2025, the Fortress Credit Agreement was further amended to establish a tranche of commitments to make term loans available in an aggregate principal amount of $350.0 million, with $50.0 million funded in October 2025 (the “October Fortress Amendment”), and up to $300.0 million available on a discretionary basis. The October Fortress Amendment also revised the mandatory repayment schedule such that $225.0 million of the outstanding principal amount of the term loans under the Fortress Credit Agreement is due by October 2027, with the remainder due upon maturity in October 2028.

The Company evaluated the April, August and October 2025 Fortress Amendments and determined the August Fortress Amendment was accounted for as a new debt issuance, while the April and October Fortress Amendments were accounted for as debt modifications. Accordingly, fees and expenses associated with the August Fortress Amendment were capitalized and amortized over the term of the related debt, and existing unamortized debt issuance costs related to the April and October Fortress Amendments continue to be amortized over the remaining term of the modified debt.

The term loans under the Fortress Credit Agreement (the “Fortress Term Loans”) bear interest at a rate per annum equal to Term Secured Overnight Financing Rate (“SOFR”) plus a margin of 7.10%. Proceeds are to be used to finance the development of the Company’s oil and gas properties in accordance with the approved plan of development provided in the Fortress Credit Agreement.

Obligations under the Fortress Credit Agreement are secured by substantially all of the assets of Phoenix Equity and its subsidiaries that have guaranteed the obligations of the Company under the Fortress Credit Agreement, subject to certain exceptions.

The Company had an aggregate principal amount outstanding of $450.0 million and $250.0 million under the Fortress Credit Agreement as of December 31, 2025 and 2024, respectively. The all-in interest rate for the Fortress Term Loans was 11.1% and 11.7% at December 31, 2025 and 2024, respectively. The Fortress Credit Agreement contains various customary covenants, including financial covenants that require the Company to maintain ratios around its maximum total secured leverage, minimum asset coverage, and working capital as of the last day of each calendar month or fiscal quarter, as the case may be. On February 12, 2026, subsequent to the balance sheet date, the Company executed an amendment of the Fortress Credit Agreement, which provided waivers of compliance with the covenants on (i) its total secured leverage ratio as of December 31, 2025, (ii) its current ratio during the period from November 30, 2025 through January 31, 2026, and (iii) its asset coverage ratio as of December 31, 2025. The Company has also entered into hedges covering at least 75.0% of the initially anticipated monthly production of crude oil from

the Company’s proved developed reserves for a 36-month period, pursuant to the terms of the Fortress Credit Agreement. See Note 6 – Derivatives.

Registered Notes

In October 2024, the Company filed a registration statement on Form S-1 with the SEC, which was declared effective in May 2025, with respect to the continuous offering of up to $750.0 million aggregate principal amount of the Company’s senior subordinated notes (the “Registered Notes”) with maturity dates ranging from three to eleven years from the issue date and interest rates ranging from 9.0% to 12.0% per annum.

The Registered Notes are contractually senior to bonds sold pursuant to offerings under Rule 506(c) of Regulation D under the Securities Act (the “Regulation D Bonds”) that commenced in December 2022 (the “December 2022 506(c) Bonds”) and August 2023 (the “August 2023 506(c) Bonds”), and subordinated to the term loans under the Fortress Credit Agreement, the Adamantium Securities, and the Senior Reg D Bonds. The Registered Notes contain customary events of default and may be redeemed at the option of the Company at any time without premium or penalty. The holders of Registered Notes also have a right to request redemption of their notes in certain circumstances at a discount to par, subject to a limit of 10% of the then-outstanding principal amount of the applicable series in any given calendar year. As of December 31, 2025, the Company had $34.7 million of aggregate principal amount outstanding of the Registered Notes.

Unregistered Debt Offerings

Regulation D Bonds

In May 2025, the Company approved an increase to the maximum offering amount of the August 2023 506(c) Bonds from $750.0 million to $1.5 billion. The August 2023 506(c) Bonds are unsecured bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in August 2023 with maturity dates ranging from one to eleven years from the issue date and interest rates ranging from 9.0% to 14.0% per annum. As of December 31, 2025 and 2024, the Company had $710.7 million and $497.8 million of aggregate principal amount outstanding of the Regulation D Bonds, respectively.

Regulation A Bonds and Exchange Notes

In May 2025, the Company entered into an indenture to issue to holders of its unsecured three-year 9.0% bonds offered and sold pursuant to an offering under Regulation A promulgated under the Securities Act that commenced in December 2021 and terminated in December 2024 (the “Regulation A Bonds”), unsecured senior subordinated obligations in an offering exempt from registration under Section 3(a)(9) and/or 4(a)(2) of the Securities Act (the “Exchange Notes”). The Exchange Notes have maturities of three, five, seven, and/or eleven years and interest rates ranging from 9.0% to 12.0% per annum. As of December 31, 2025, $31.0 million aggregate principal amount of the Regulation A Bonds were exchanged to Exchange Notes, and $50.2 million of the Regulation A Bonds remained outstanding. As of December 31, 2024, $104.9 million of the Regulation A Bonds remained outstanding.

Adamantium Securities

In September 2023, the Company, through its wholly-owned subsidiary, Adamantium, commenced an offering of bonds exempt from registration pursuant to Rule 506(c) of Regulation D (the “Adamantium Bonds”). The Adamantium Bonds offer high net worth individuals a debt instrument that is unsecured but structurally senior to other bonds sold by the Company under Regulation A and Regulation D. The Adamantium Bonds have maturity terms that range from five to eleven years and bear interest ranging from 13.0% - 16.0% per annum. In November 2024, Adamantium issued a $7.0 million seven-year promissory note to an investor bearing interest at 16.5% per annum, which was amended in October 2025 to increase the principal amount by $1.6 million (the “Adamantium Secured Note” and, together with the Adamantium Bonds, “the Adamantium Securities”). The Adamantium Securities contain customary events of default and may be redeemed at the option of Adamantium at any time without premium or penalty. The holders of Adamantium Bonds also have a right to request redemption of their bonds in certain circumstances at a discount to par, subject to a limit of 10% of the then-outstanding principal amount of Adamantium Bonds in any given calendar year. The holder of the Adamantium Secured Note has the right to request redemption of its note at par, subject to a limit of $5.0 million in aggregate principal amount of the Adamantium Secured Note in any 12-month period. As of December 31, 2025 and 2024, the Company had $253.3 million and $135.2 million of aggregate principal amount outstanding of the Adamantium Securities, respectively.

Interest Expense on Debt