Phoenix Energy One, LLC

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Certain Defined Terms

As used in this Quarterly Report on Form 10-Q (this “Quarterly Report”), unless otherwise noted or the context otherwise requires, references to:

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“2025 Annual Report” means the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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“Adamantium” means Adamantium Capital LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company.

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“Adamantium Bonds” means unsecured bonds offered and sold by Adamantium pursuant to an offering under Rule 506(c) of Regulation D under the Securities Act, the proceeds of which are loaned to the Company under the Adamantium Loan Agreement (as defined below), as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Securities.”

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“Adamantium Debt” means, collectively, indebtedness outstanding under the Adamantium Bonds, Adamantium Loan Agreement, and Adamantium Secured Note.

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“Adamantium Loan Agreement” means that certain Loan Agreement, dated as of September 14, 2023, by and among the Company and PhoenixOp, as borrowers, and Adamantium, as lender, as the same may be amended and supplemented from time to time, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Securities.”

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“Adamantium Secured Note” means that certain Secured Subordinated Promissory Note, dated as of November 1, 2024, by and between Adamantium and the noteholder named therein, as the same may be amended and supplemented from time to time, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Securities.”

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“Adamantium Securities” means, collectively, indebtedness outstanding under the Adamantium Bonds and Adamantium Secured Note.

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“August 2023 506(c) Bonds” means unsecured bonds offered and sold by the Company pursuant to an offering under Rule 506(c) of Regulation D, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

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“Bbl” means one stock tank barrel, of 42 U.S. gallons liquid volume, used in this Quarterly Report in reference to crude oil or other liquid hydrocarbons.

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“Boe” means barrel of oil equivalent.

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“Btu” means British thermal unit, which is the heat required to raise the temperature of one pound of liquid water by one degree Fahrenheit.

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“December 2022 506(c) Bonds” means unsecured bonds offered and sold by the Company pursuant to an offering under Rule 506(c) of Regulation D, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

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“E&P” means exploration and production.

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

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“Exchange Notes” means unsecured bonds issued by the Company to holders of the Reg A Bonds in exchange for their Reg A Bonds in offerings exempt from registration under Section 3(a)(9) and/or 4(a)(2) of the Securities Act, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

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“Firebird Marketing” means Firebird Marketing, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company.

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“Firebird Services” means Firebird Services, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of PhoenixOp.

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“Fortress” means Fortress Credit Corp., a Delaware corporation.

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“Fortress Credit Agreement” means that certain Amended and Restated Senior Secured Credit Agreement, dated as of August 12, 2024, by and among the Company, PhoenixOp, as borrower, each of the lenders from time to time party thereto, and Fortress, as administrative agent for the lenders, as the same may be amended or supplemented from time to time, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Fortress Credit Agreement.”

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“Mcf” means one thousand cubic feet.

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“MMBtu” means one million Btus.

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“NGL” means natural gas liquids.

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“NYSE American” means NYSE American LLC.

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“Phoenix Equity” means Phoenix Equity Holdings, LLC, a Delaware limited liability company and the holder of 100% of the common equity interests of the Company.

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“Phoenix Flex Junior Secured Notes” means junior lien notes offered and sold by the Company on a continuous basis pursuant to a registration statement on Form S-1 (File No. 333-296428), including the related prospectus, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Phoenix Flex Junior Secured Notes.”

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“Phoenix Flex Senior Debt” means any indebtedness that the Company expressly determines is senior to the Phoenix Flex Junior Secured Notes, including, as of the date of this Quarterly Report, indebtedness under the Fortress Credit Agreement and the Adamantium Loan Agreement, swap contracts, treasury management arrangements, and other present and future obligations secured on a first-lien priority basis under the intercreditor agreement governing our senior-priority secured indebtedness.

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“PhoenixOp” means Phoenix Operating LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Phoenix Energy.

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“Reg A Bonds” means unsecured bonds offered and sold by the Company pursuant to an offering under Regulation A under the Securities Act, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

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“Reg D Bonds” means, collectively, the Senior Reg D Bonds and the Subordinated Reg D Bonds.

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“Reg D/Reg A Bonds” means, collectively, the Reg D Bonds and the Reg A Bonds.

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“Registered Notes” means unsecured notes offered and sold by the Company on a continuous basis pursuant to a registration statement on Form S-1 (File No. 333-282862), including the related prospectus, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Registered Notes.”

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“Regulation A” means Regulation A promulgated under the Securities Act.

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“Regulation D” means Regulation D promulgated under the Securities Act.

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“SEC” means the U.S. Securities and Exchange Commission.

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“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

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“Senior Debt” means any indebtedness that the Company expressly determines is senior to the Registered Notes, including, as of the date of this Quarterly Report, indebtedness under the Fortress Credit Agreement, the Adamantium Debt, and the Senior Phoenix Bonds.

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“Senior Reg D Bonds” means unsecured bonds offered and sold by the Company pursuant to an offering under Rule 506(c) of Regulation D, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Reg D/Reg A Bonds and Exchange Notes.”

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“Senior Phoenix Bonds” means the Reg D/Reg A Bonds that are not Subordinated Reg D Bonds and the Exchange Notes.

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“Series A Preferred Shares” means the Series A Cumulative Redeemable Preferred Shares offered and sold by the Company pursuant to an offering under Regulation A under the Securities Act, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Preferred Equity.”

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“Subordinated Reg D Bonds” means, collectively, the August 2023 506(c) Bonds and the December 2022 506(c) Bonds.

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“we,” “us,” “our,” the “Company,” and “Phoenix Energy,” and similar references refer to Phoenix Energy One, LLC, formerly known as Phoenix Capital Group Holdings, LLC, and, where appropriate, its subsidiaries.

For ease of reference, we have repeated definitions for certain of these terms in other portions of the body of this Quarterly Report. All such definitions conform to the definitions set forth above.

Certain monetary amounts, percentages, and other figures included in this Quarterly Report have been subject to rounding adjustments. Percentage amounts included in this Quarterly Report have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Quarterly Report may vary from those obtained by performing the same calculations using the figures on our condensed consolidated financial statements included elsewhere in this Quarterly Report. Certain other amounts that appear in this Quarterly Report may not sum due to rounding.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements regarding all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report and our 2025 Annual Report and include statements regarding our current views, hopes, intentions, beliefs, or expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, and position in the markets and the industries in which we operate. These forward-looking statements are generally identifiable by forward-looking terminology such as “guidance,” “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “will,” “would,” “approximately,” “predict,” “potential,” “may,” “continue,” and “assume,” as well as the negative version of such words, variations of such words, and similar expressions referring to the future.

Forward-looking statements are based on our beliefs, assumptions, and expectations, taking into account currently known market conditions and other factors. Our ability to predict results or the actual effect of future events, actions, plans, or strategies is inherently uncertain and involves certain risks and uncertainties, many of which are beyond our control. Our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could cause our actual results to differ materially from the expectations we describe in our forward-looking statements include, but are not limited to, the factors listed below and in the section of our 2025 Annual Report entitled “Risk Factors”. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Quarterly Report. You are cautioned that the forward-looking statements contained in this Quarterly Report are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the forward-looking events and circumstances will occur. All forward-looking statements in this Quarterly Report are made only as of the date of this Quarterly Report, based on information available to us as of the date of this Quarterly Report, and we caution you not to place undue reliance on forward-looking statements in light of the risks and uncertainties associated with them.

The matters summarized below and elsewhere in this Quarterly Report could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements:

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changes in the markets in which we compete;

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increasing costs of capital expenditures to acquire and develop properties;

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the continued success of our E&P operators;

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delays in development of and higher capital expenditures in our estimated proved and probable undeveloped reserves;

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developments in governmental regulations;

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deviations between the current market value of estimated proved reserves and the present value of future net revenues from our proved reserves;

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changes in current or future commodity prices;

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the fact that reserve estimates depend on many assumptions that may turn out to be inaccurate and that any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves;

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our ability to replace reserves;

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cybersecurity attacks;

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the development of our software and its ability to continue identifying productive assets;

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our current or future levels of indebtedness;

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repayment of our current or future indebtedness;

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current and future litigation or other regulatory, administrative, or other legal proceedings;

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geopolitical developments, including armed conflict, political instability, or civil unrest in oil and gas producing regions;

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the prior restatement of our financial statements; and

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the other factors set forth in the section of our 2025 Annual Report entitled“Risk Factors.”

Except as required by law, we are under no duty to, and we do not intend to, update or review any of our forward-looking statements after the date of this Quarterly Report, whether as a result of new information, future events or developments, or otherwise.

Investors and others should note that we announce financial and other material information using our website (https://phoenixenergy.com/), SEC filings, press releases, public conference calls, and webcasts. We use these channels of distribution to communicate with our investors and members of the public about the Company, our products and services, and other items of interest. Information contained on our website is not part of this Quarterly Report or our other filings with the SEC.