Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on August 12, 2024, Phoenix Energy One, LLC (the "Company") entered into that certain Amended and Restated Senior Secured Credit Agreement with Phoenix Operating LLC, as borrower ("Phoenix Operating"), each of the lenders from time to time party thereto, and Fortress Credit Corp. ("Fortress"), as administrative agent for the lenders (as amended or supplemented from time to time, including by Amendment No. 10 (as defined below), the "Credit Agreement"). Terms used herein but not defined herein shall have the meaning given to such terms in the Credit Agreement.

On August 12, 2026 (the "Amendment No. 10 Effective Date"), the Company, Phoenix Operating, the Guarantors party thereto, the Specified Additional Guarantor, the Lenders party thereto, and Fortress, as administrative agent and as collateral agent for the Lenders, entered into that certain Amendment No. 10 to Amended and Restated Senior Secured Credit Agreement ("Amendment No. 10"). Amendment No. 10, among other things, established $75 million aggregate principal amount in Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments, all of which were drawn as of the Amendment No. 10 Effective Date, and thereby reduced the aggregate principal amount available on a discretionary basis from $225 million to $150 million from time to time during the Amendment No. 7 Delayed Draw Term Loan Availability Period, subject to and upon the satisfaction of certain conditions precedent set forth in the Credit Agreement. The Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments are subject to original issue discount of 3.00%. The Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments funded on the Amendment No. 10 Effective Date have the same terms, including with respect to interest rate and maturity date, as the other Amendment No. 7 Discretionary Delayed Draw Term Loans funded previously under the Credit Agreement. Amendment No. 10 also amended the repayment premium that must be paid in connection with any payment in full of the Loans (whether by voluntary prepayment, acceleration of the Loans, or on the Maturity Date) to be an amount sufficient to achieve a MOIC of (i) 1.15 with respect to the Amendment No. 7 Term Loans, the February 2026 Amendment No. 7 Delayed Draw Term Loans and the August 2026 Amendment No. 7 Delayed Draw Term Loans, (ii) 1.18 with respect to each other Group of Loans, and (iii) a ratio to be agreed for any new Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments established after the Amendment No. 10 Effective Date.

The Company and Phoenix Operating will use the proceeds of the Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments to finance the development of their oil and gas properties in accordance with the approved plan of development as provided in the Credit Agreement.

The foregoing description of Amendment No. 10 is a summary and is qualified in its entirety by reference to Amendment No. 10, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 is contained in Item 1.01 and is incorporated herein by reference.