Firebird Marketing, LLC

General

In this description, (i) the terms “we,” “us,” and “our” each refer to Phoenix Energy One, LLC, a Delaware limited liability company, and its consolidated Subsidiaries and (ii) the term “Issuer” refers to Phoenix Energy One, LLC, a Delaware limited liability company, and not any of its Subsidiaries. For purposes of this description, the Senior Subordinated Junior Lien Notes, marketed and sold as “Phoenix Access Notes TM,” to be issued under the Indenture described below are referred to as the “Notes.” The Notes will be issued pursuant to an indenture, to be dated on or around the date of this prospectus (as amended and supplemented from time to time, the “Indenture”), between the Issuer and Odyssey Transfer and Trust Company, as trustee (in such capacity, the “Trustee”) and collateral trustee (in such capacity, the “CollateralTrustee”). Copies of the form of Indenture, Intercreditor Agreement and Collateral Trust Agreement are filed as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find Additional Information” for more information about where you can obtain copies of the Indenture, any supplemental indentures thereto, the Intercreditor Agreement and the Collateral Trust Agreement. You may also review the Indenture (and any supplemental indentures), the Intercreditor Agreement and the Collateral Trust Agreement at the Trustee’s corporate trust office at 860 Blue Gentian Rd, Suite 320, Eagan, Minnesota 55121.

The following summary of certain provisions of the Indenture, the Notes and the guarantees thereof, the Intercreditor Agreement, and the Collateral Trust Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture, the Notes, the Intercreditor Agreement, and the Collateral Trust Agreement. The terms of the Notes and the guarantees thereof include those stated in the Indenture and those made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Capitalized terms used in this “Description of Notes” section and not otherwise defined have the meanings set forth in the section “—Certain Definitions.”

The Issuer is offering up to $500,000,000 in aggregate principal amount of Notes on a continuous basis pursuant to Rule 415 under the Securities Act. The Notes will vote as a single class (except as otherwise described under “—Modification and Waiver”).

If a holder has given wire transfer instructions to the Issuer or the paying agent, the paying agent will distribute the payments received of principal of, and, if applicable, interest and premium, if any, on that holder’s Notes in accordance with those instructions. Distribution of all other payments on the Notes will be made at the office or agency of the paying agent unless the Issuer elects to make interest payments through the paying agent by check mailed to the holders at their addresses set forth in the register of holders.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

The Notes will be issued only in fully registered form, without coupons, in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

The net proceeds of this offering of the Notes will be used by the Issuer as described in this prospectus under “Use of Proceeds.”

The initial minimum investment amount per holder will be $5,000 (the “Minimum Purchase Amount”). From time to time, we may, however, accept investments of less than the Minimum Purchase Amount or increase or decrease the Minimum Purchase Amount. There is no aggregate minimum purchase amount of Notes we are seeking to offer. We have the right to reject any investment, in whole or in part, for any reason. Investors will be required to satisfy the suitability requirements described in this prospectus in order to purchase Notes. The method for submitting subscriptions and a more detailed description of the offering process are included in “Plan of Distribution-Offering Process” beginning on page 72 of this prospectus.

Guarantors

The Notes will be guaranteed on a senior secured basis by each subsidiary guarantor that is party to the Indenture, including PhoenixOp, Firebird Services, Firebird Marketing, Phoenix Capital Group Holdings, LLC, and Phoenix Capital Group Holdings I, LLC. The guarantees by each subsidiary guarantor will be a senior obligation of such subsidiary guarantor and will rankpari passu with the Parity Lien Debt.

The Indenture provides that each subsidiary guarantor absolutely, unconditionally and irrevocably guarantees, jointly and severally, to each holder of Notes and to the Trustee on behalf of such holder, that (i) the principal of and interest (including contingent interest, if any) on the Notes will be paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, together with interest on overdue principal and, to the extent lawful, overdue interest, and all other obligations of the Issuer to the holders or the Trustee under the Indenture and the Notes will be paid in full or performed and (ii) in case of any extension of time of payment or renewal of any Notes or other such obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal. Each guarantee is a guarantee of payment and not of collection, and will rank pari passu with the obligations of the Issuer under the Notes. The obligations of each subsidiary guarantor under its guarantee will be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such subsidiary guarantor, result in such obligations constituting a fraudulent transfer or conveyance under applicable federal or state law.

Pursuant to the Indenture, while a subsidiary guarantor may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person, unless certain conditions are met, any subsidiary may consolidate with, merge into or transfer all or part of its properties to the Issuer. If the Issuer or any of its subsidiaries acquires or forms a subsidiary, such subsidiary will execute a supplemental indenture pursuant to which it will guarantee the Notes. The guarantee of a subsidiary guarantor will be released concurrently with the satisfaction and discharge of the Indenture. In addition, so long as no default exists or would exist with notice or lapse of time or both, the guarantee of a subsidiary guarantor will be automatically and unconditionally released and discharged upon:

Ranking

The Notes will be the Issuer’s senior subordinated obligations and will:

The Notes will only be guaranteed by certain of our Subsidiaries. See “Risk Factors—Risks Related to the Notes and this Offering—The Notes and the guarantees provided by the subsidiary guarantors will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries that do not guarantee the Notes.” The Issuer is a holding company with limited direct operations. Substantially all of the operations of the Issuer are conducted through its Subsidiaries. As a result, the Issuer is dependent upon dividends and other payments from its Subsidiaries to generate the funds necessary to meet its outstanding Indebtedness service and other obligations, including with respect to the Notes, and such dividends and other payments may be restricted by law or the instruments governing our Indebtedness. The Issuer’s Subsidiaries may not generate sufficient cash from operations to enable it to make principal and interest payments on our Indebtedness, including the Notes. Claims of creditors of the Issuer’s Subsidiaries that have not guaranteed the Notes (including trade creditors) and claims of preferred stockholders (if any) of such Subsidiaries that have not guaranteed the Notes generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of the Issuer, including holders of Notes. The Notes, therefore, will be structurally subordinated to claims of creditors (including trade creditors) and preferred stockholders (if any) of the Issuer’s Subsidiaries that have not guaranteed the Notes. However, the Notes will rank senior in right of payment to the Series A Preferred Shares, which represent perpetual equity interests in the Issuer that are junior to all existing and future indebtedness of the Issuer. See “Risk Factors—Risks Related to the Notes and this Offering—The Notes and the guarantees provided by the subsidiary guarantors will be structurally subordinated to all obligations of the Issuer’s existing and future subsidiaries that do not guarantee the Notes.”

As of June 30, 2026, we had approximately $1,820.8 million of Indebtedness outstanding, including $848.5 million of secured Indebtedness outstanding, consisting of (i) $525.0 million aggregate principal amount outstanding under that certain Amended and Restated Senior Secured Credit Agreement (as the same may be amended and supplemented from time to time, the “Fortress Credit Agreement”) with PhoenixOp, as borrower, each of the lenders from time to time party thereto, and Fortress Credit Corp., as administrative agent for the lenders, which consists of a $100.0 million term loan borrowed in full on August 12, 2024, a $35.0 million delayed draw term loan facility, which was fully drawn in October 2024, a $115.0 million term loan borrowed in full on December 18, 2024, a $50.0 million term loan facility, of which $25.0 million was borrowed on April 16, 2025 and

$25.0 million was borrowed on May 9, 2025, a $100.0 million term loan borrowed in full on August 1, 2025, a $50.0 million term loan borrowed on October 27, 2025, and a $75.0 million term loan borrowed in full on February 12, 2026, each of which is secured by a first-priority security interest in all of the assets of Phoenix Equity and its subsidiaries, and (ii) (A) $314.2 million aggregate principal amount outstanding under that certain Loan Agreement, dated as of September 14, 2023, by and among the Issuer and PhoenixOp, as borrowers, and Adamantium, as lender (as the same may be amended and supplemented from time to time, the “Adamantium Loan Agreement”), which provides for up to $609.3 million in aggregate principal amount of borrowings in one or more advances and is currently secured by mortgages on certain of our properties, which mortgages are junior to the security interest of the Fortress Credit Agreement and other existing and future senior secured Indebtedness, and (B) without duplication, $9.3 million aggregate principal amount outstanding under the Adamantium Secured Note, which initially matures in November 2031, has an interest rate of 16.5%per annum, and is secured by Adamantium’s rights under the Adamantium Loan Agreement (as the same may be amended and supplemented from time to time, the “Adamantium Secured Note”). Borrowings under the Adamantium Loan Agreement correspond to the $9.3 million issued under the Adamantium Secured Note and the receipt by Adamantium of proceeds from any Adamantium Bonds issued. The Fortress Credit Agreement also provides for a $15.0 million tranche of loans that represents a contingent principal obligation that is only due and payable (together with accrued interest thereon) upon certain conditions occurring, including payment defaults under the Fortress Credit Agreement or a bankruptcy filing by the obligors thereunder. All Obligations under the Fortress Credit Agreement are secured on a first-lien priority basis, subject to certain exceptions and excluded assets, by security interests in, and mortgages on, substantially all personal property and owned real property of Phoenix Equity and its Subsidiaries. The Fortress Credit Agreement will constitute Senior Debt and will rank contractually senior to the Notes. The Adamantium Loan Agreement constitutes Parity Lien Debt and, for purposes of the Indenture’s payment subordination provisions, will constitute Senior Debt. The Collateral Trust Agreement applies Collateral proceeds to the amounts outstanding under the Adamantium Loan Agreement before applying such proceeds to any other Parity Lien Debt, including the Notes. The Adamantium Secured Note will not initially constitute Senior Debt. However, because the Notes will not be guaranteed by Adamantium and because Adamantium is entitled to be repaid the amounts outstanding under the Adamantium Loan Agreement from Collateral proceeds prior to any payments to the Note holders pursuant to the Collateral Trust Agreement, the Adamantium Secured Note will be structurally senior to the Notes to the extent of the value of Adamantium’s assets, which assets include Adamantium’s right to receive payments under the Adamantium Loan Agreement. See the sections of our Q2 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources Indebtedness—Fortress Credit Agreement” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Debt” for more information regarding the Fortress Credit Agreement and the Adamantium Loan Agreement and Adamantium Secured Note, respectively.

As of June 30, 2026, we had $314.2 million aggregate principal amount outstanding of unsecured bonds offered and sold by Adamantium issued an offering under Rule 506(c) of Regulation D that commenced in September 2023 and are being offered on a continuous basis with maturity dates ranging from five to eleven years from the issue date and interest rates ranging from 13.0% to 16.0%per annum(the “Adamantium Bonds” and, together with the Adamantium Secured Note, the “Adamantium Securities”; the Adamantium Securities, together with the Adamantium Loan Agreement, the “Adamantium Debt”). Adamantium may, but is not guaranteed to, issue $600.0 million in aggregate principal amount of Adamantium Bonds to fund advances to the Issuer and PhoenixOp pursuant to the Adamantium Loan Agreement. The Adamantium Bonds will not initially constitute Senior Debt. However, because the Notes will not be guaranteed by Adamantium and because Adamantium is entitled to be repaid the amounts outstanding under the Adamantium Loan Agreement from Collateral proceeds prior to any payments to the Note holders pursuant to the Collateral Trust Agreement, the Adamantium Bonds will be structurally senior to the Notes to the extent of the value of Adamantium’s assets, which assets include Adamantium’s right to receive payments under the Adamantium Loan Agreement. See the section of our Q2 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness—Adamantium Debt” for more information regarding the Adamantium Bonds.

As of June 30, 2026, the Issuer had $896.7 million aggregate principal amount outstanding of bonds issued pursuant to Regulation D, Regulation A, or Section 3(a)(9) or 4(a)(2) of the Securities Act, consisting of: (i) $7.5 million aggregate principal amount outstanding of unsecured bonds offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in July 2022 and terminated in December 2022, with a maturity date of five years from the issue date and an interest rate of 11.0%per annum(the “Senior Reg D Bonds”); (ii) $43.5 million aggregate principal amount outstanding of Series AAA through Series D-1 Bonds, which were offered and sold pursuant to an offering under Rule 506(c) of Regulation D that commenced in December 2022 and terminated in August 2023, with maturity dates ranging from three to seven years from the issue date and interest rates ranging from 10.0% to 12.0%per annum(the “December 2022 506(c) Bonds”); (iii) $784.9 million aggregate principal amount outstanding of Series U through Series JJ-1 Bonds issued pursuant to an offering under Rule 506(c) of Regulation D that commenced in August 2023 and are being offered on a continuous basis, 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(together with the December 2022 506(c) Bonds, the “Subordinated Reg D Bonds” and, together with the Senior Reg D Bonds, the “Reg D Bonds”); (iv) $26.5 million aggregate principal amount outstanding of unsecured Bonds, which were offered and sold pursuant to an offering under Regulation A, which commenced in December 2021 and terminated in December 2024, with a term of three years and an interest rate of 9.0%per annum(the “Reg A Bonds” and, collectively with the Reg D Bonds, the “Reg D/Reg A Bonds”); and (v) $34.4 million aggregate principal amount outstanding of unsecured bonds issued 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 that commenced in May 2025 and are being offered on a continuous basis, with maturity dates of three, five, seven, or eleven years from the issue date and interest rates ranging from 9.0% to 12.0%per annum(the “Exchange Notes”). As of June 30, 2026, we also had $75.5 million aggregate principal amount outstanding of notes offered and sold pursuant to a registration statement on Form S-1 (File No. 333-282862) on a continuous basis in an offering that commenced in May 2025, 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 Unsecured Notes”). As of September 30, 2026, we also had $22.5 million aggregate principal amount outstanding of notes offered and sold pursuant to a registration statement on Form S-1 (File No. 333-296428) on a continuous basis in an offering that commenced in July 2026, with maturity dates ranging from three to eighteen months from the issue date and interest rates ranging from 6.0% to 7.0%per annum(the “Flex Notes”). The Senior Phoenix Bonds, the Registered Unsecured Notes, and the Flex Notes will not initially constitute Senior Debt and, without giving effect to collateral arrangements, will rank equally in right of payment with the Notes. The Subordinated Reg D Bonds are contractually subordinated to the Senior Phoenix Bonds and will be contractually subordinated to the Notes.

As indicated above and as discussed in detail below under the captions “—Security—Intercreditor Agreement” and “—Subordination,” payments on the Notes may be subordinated to the payment of Senior Debt. The Indenture will not restrict our ability to incur additional Indebtedness, including additional Senior Debt, additional senior-priority secured Indebtedness, or other Indebtedness that may rank effectively equal with, or senior to, the Notes. See “Risk Factors—Risks Related to the Notes and this Offering—Your right to receive payment under the Notes is contractually subordinated to Senior Debt” and the sections of our Q2 Quarterly Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness”.

Security

Collateral Generally

The Notes and the guarantees thereof will be secured on a junior basis, equally and ratably with all of our Parity Lien Debt, by the Collateral, consisting of second mortgages on all of our real estate assets and a blanket second lien on all of our assets, which mortgages and lien will be subject to the Collateral Trust Agreement and the Intercreditor Agreement and will be junior to the security interest under the Fortress Credit Agreement and any other senior-priority secured indebtedness, subject to certain limitations and exceptions and Permitted Liens.

Addition and Release of Collateral

The Issuer may automatically and unconditionally add or release Collateral at its discretion, without the consent of or notice to the Trustee, the Collateral Trustee, or the holders of the Notes. Notwithstanding the foregoing, the Liens on the Collateral will automatically and unconditionally be released (i) in connection with a release pursuant to the provisions of “—Modification and Waiver” below, (ii) upon payment in full of the principal of, and any accrued and unpaid interest on, all then-outstanding Notes, (iii) upon a legal defeasance or covenant defeasance under the Indenture as described below under “—Defeasance” or a discharge of the Indenture as described under “—Satisfaction and Discharge,” or (iv) in connection with a release pursuant to the Security Documents (including the Collateral Trust Agreement) or the Intercreditor Agreement.

The Trustee and the Collateral Trustee will execute any documentation or take any action requested by the Issuer with respect to the addition or release of Collateral so long as the Trustee or Collateral Trustee, as applicable, has received an Officer’s Certificate. For the avoidance of doubt, no opinion of counsel will be required for the Trustee or Collateral Trustee to execute any documentation or take any action with respect to the addition or release of Collateral.

To the extent applicable, the Issuer will comply with the provisions of § 314(d) of the Trust Indenture Act, relating to the release of property or securities from the Liens securing the Notes or relating to the substitution for such Liens of any property or securities to be subjected to the Liens under the Indenture and the Security Documents. To the extent permitted, any certificate or opinion required by § 314(d) of the Trust Indenture Act may be made by an officer of the Issuer. Notwithstanding anything to the contrary in this paragraph, the Issuer will not be required to comply with all or any portion of § 314(d) of the Trust Indenture Act if it determines, in good faith based on advice of counsel, that, under the terms of § 314(d) of the Trust Indenture Act and/or any interpretation or guidance as to the meaning thereof of the SEC or its staff, including “no action” letters or exemptive orders, all or any portion of § 314(d) of the Trust Indenture Act is inapplicable to some or all of the released Collateral. Without limiting the generality of the foregoing, certainno-action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from liens under such indenture in the ordinary course of the issuer’s business without requiring the issuer to provide certificates and other documents under § 314(d) of the Trust Indenture Act.

Sufficiency of Collateral

The Issuer will not be prohibited from incurring additional secured Indebtedness that could share in all or part of the Collateral, including Indebtedness that is secured on apari passuor senior-priority basis.

Subject to the terms of the Intercreditor Agreement and the Security Documents, the Issuer will have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral, and to collect, invest, and dispose of any income therefrom.

The Collateral is subject to any and all exceptions, defects, encumbrances, liens, and other imperfections as may be permitted under the Indenture and other applicable security documents. No independent appraisals of any Collateral have been prepared in connection with this offering of Notes. The value of the Collateral is subject to fluctuations and at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral. In addition, the book value of the Collateral should not be relied on as a measure of realizable value for such assets. By its nature, portions of the Collateral may be illiquid and may have no readily ascertainable value. In the event of a foreclosure, liquidation, bankruptcy, or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay any of the Issuer’s Obligations under the Notes or the subsidiary guarantors’ obligations under the guarantees thereof, in full or at all, after first applying any proceeds from the Collateral to satisfy First Lien Obligations and the Adamantium Loan Obligations in accordance with the Collateral Trust Agreement. In addition, as discussed further below, the holders of the Notes will not be entitled to receive post-petition interest or applicable fees, costs, expenses, or charges to the extent the amount of the Obligations due under the Notes exceeds the value of the Collateral (after taking into account all other junior-priority debt that is also secured by the Collateral), or any “adequate protection” on account of any undersecured portion of the Notes. See “Risk Factors—Risks Related to the Collateral—The value of the Collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes and the guarantees thereof.”

Collateral Trust Agreement

The Collateral Trust Agreement establishes a trust estate consisting of the Collateral, the Parity Liens, the Security Documents and the proceeds thereof, which the Collateral Trustee holds for the benefit of all current and future Parity Lien Secured Parties (as defined in the Collateral Trust Agreement). Subject to the Intercreditor Agreement and the Collateral Trust Agreement’sapplication-of-proceeds provisions, the Parity Liens secure all Parity Lien Debt obligations equally and ratably, notwithstanding the time or method of their incurrence or perfection. The Collateral Trust Agreement nevertheless requires proceeds to be applied first to the Collateral Trustee’s costs, second to the amounts outstanding under the Adamantium Loan Agreement until discharged, and third to the representatives of the holders of the other Parity Lien Debt on a pro rata basis, including the Note holders.

The Collateral Trustee may accept, administer and enforce the Security Documents, but it may not commence enforcement or foreclosure, or otherwise take action against Collateral, unless directed by the holders of the Parity Lien Debt and then only subject to the Collateral Trust Agreement and the Intercreditor Agreement; provided, however, a majority of the Required Parity Lien Debtholders (as defined in the Collateral Trust Agreement) may consent to the exercise of any remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral without the consent of the holders of the Notes.

The Parity Liens are automatically released under the Collateral Trust Agreement (i) as to property taken by eminent domain or condemnation; (ii) in whole upon payment in full of all Parity Lien Debt and other obligations thereunder and termination or expiration of commitments, or upon release of the Parity Liens; (iii) as to property sold, transferred or disposed of in a permitted transaction or owned by a guarantor whose guarantee is released; (iv) as to all or substantially all of the Collateral with the requisite consent of each series of Parity Lien Debt; (v) as to less than all or substantially all of the Collateral if directed by the holders of the Parity Lien Debt pursuant to the Collateral Trust Agreement; and (vi) to the extent required by the Intercreditor Agreement. The Collateral Trust Agreement also provides forper-series releases upon satisfaction and discharge, legal or covenant defeasance, payment in full or the requisite consent under the corresponding Indenture or other Parity Lien Debt document.

Intercreditor Agreement

The Liens on the Collateral securing the Notes will be subject to the Amended and Restated Junior Lien Intercreditor Agreement, dated on or around the date of this prospectus, by and among the First Lien Collateral Agent, the Trustee, the Collateral Trustee, the Issuer, PhoenixOp, Adamantium, the other obligors under the Fortress Credit Agreement, and the other parties thereto, including those who may become party thereto from time to time (as the same may be amended or supplemented from time to time, the “Intercreditor Agreement”). The Intercreditor Agreement will provide, among other things, that, notwithstanding the date, time, manner, or order of filing or recordation of any document, instrument, or grant or the attachment or perfection of any Liens granted to the Collateral Trustee or any holders of Notes on the Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, the Indenture, the Notes, or any other circumstance whatsoever, Collateral Trustee, on behalf of itself and each holder of Notes, agrees in the Intercreditor Agreement that (a) any Lien on the Collateral securing or purporting to secure any First Lien Obligations (as defined in the Intercreditor Agreement and including the Obligations under the Fortress Credit Agreement) now or hereafter held by or on behalf of the First Lien Collateral Agent or any other holder of Senior-Priority Secured Debt or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation, or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing or purporting to secure any Obligations under the Notes and, consequently, the holders of First Lien Obligations are entitled to receive the proceeds from the disposition of any Collateral prior to the holders of Obligations under the Notes and (b) any Lien on the Collateral securing or purporting to secure any Obligations under the Notes now or hereafter held by or on behalf of the Collateral Trustee, any holders of Notes, or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation, or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing or purporting to secure any First Lien Obligations. All Liens on the Collateral securing or purporting to secure any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Obligations under the Notes for all purposes, whether or not such Liens securing or purporting to secure any First Lien Obligations are subordinated to any Lien securing any other obligation of the Issuer or any other person or otherwise subordinated, voided, avoided, invalidated, or lapsed.

The Intercreditor Agreement will provide that so long as First Lien Obligations remain outstanding, the Collateral Trustee shall not (A) exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Collateral in respect of any Obligations under the Notes or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (B) contest, protest, or object to any foreclosure proceeding or other action brought with respect to the Collateral or any other collateral securing the First Lien Obligations by the First Lien Collateral Agent or any holder of First Lien Obligations in respect of the First Lien Obligations, the exercise of any right by the First Lien Collateral Agent or any holder of First Lien Obligations (or any agent orsub-agent on their behalf) in respect of the First Lien Obligations under any lockbox agreement, control agreement, landlord waiver, or bailee’s letter or similar agreement or arrangement to which the First Lien Collateral Agent or any holder of First Lien Obligations either is a party or may have rights as a third-party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Collateral under the debt documents governing the First Lien Obligations or otherwise in respect of the collateral securing the First Lien Obligations, or (C) object to the forbearance by the First Lien Collateral Agent or the holders of First Lien Obligations from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral in respect of First Lien Obligations. The First Lien Collateral Agent or holders of First Lien Obligations have the exclusive right to enforce rights, exercise remedies (including setoff, recoupment, and the right to credit bid their debt), and make determinations regarding the release, disposition, or restrictions with respect to the Collateral or any other collateral securing the First Lien Obligations without any consultation with or the consent of the Collateral Trustee or any holder of Obligations under the Notes;providedthat the Collateral Trustee may, among other things, take any action (not adverse to the prior Liens on such Collateral, or the rights of the First Lien Collateral Agent or holders of the First Lien Obligations to exercise remedies in respect of such Collateral) in order to create, prove, perfect, preserve, or protect (but not enforce) their rights in, and the perfection and priority of their Liens on, such Collateral.

Subject to the foregoing provisions, the Collateral Trustee, on behalf of itself and the holders of the Notes, agrees, prior to the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement), (1) not to take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Collateral in respect of Obligations under the Notes, (2) not to take any action that would hinder any exercise of remedies undertaken by the First Lien Collateral Agent or any holder of First Lien Obligations with respect to the Collateral under the debt documents governing the First Lien Obligations, including any disposition of the Collateral, whether by foreclosure or otherwise, (3) to waive any and all rights it or any such holder of Obligations under the Notes may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the holders of First Lien Obligations seek to enforce or collect the First Lien Obligations or the Liens granted on any of the collateral securing the First Lien Obligations, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other holder of First Lien Obligations is adverse to the interests of the holders of Obligations under the Notes, (4) that no covenant, agreement, or restriction in the Indenture or the Notes shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the holders of First Lien Obligations with respect to the collateral securing the First Lien Obligations as set forth in the Intercreditor

Agreement and the debt documents governing the First Lien Obligations, and (5) not to commence, or join with any person (other than the First Lien Collateral Agent) in commencing, any enforcement, collection, execution, levy, or foreclosure action or proceeding with respect to any Lien held by it in the Collateral under the Indenture or the Notes or otherwise in respect of the Obligations under the Notes.

The Intercreditor Agreement provides that any Senior-Priority Secured Indebtedness may be amended, restated, amended and restated, waived, supplemented, or otherwise modified in accordance with its terms, and any Senior-Priority Secured Indebtedness may be refinanced, in each case, without the consent of the Collateral Trustee or any holder of Obligations under the Notes, all without affecting the Lien priorities provided for herein or the other provisions hereof.

Certain Bankruptcy and Other Limitations with Respect to the Collateral

The parties to the Intercreditor Agreement will expressly acknowledge it is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or any similar provision of any other bankruptcy law that shall be effective before, during, and after the commencement of any insolvency or liquidation proceeding. The relative rights as to the Collateral and proceeds thereof shall continue after the commencement of any insolvency or liquidation proceeding on the same basis as prior to the date of the petition therefor, subject to any court order approving the financing of, or use of cash collateral by, the Issuer or any other obligor party to the Intercreditor Agreement. All references in the Intercreditor Agreement to the Issuer or such obligor shall include the Issuer or such obligor as adebtor-in-possession and any receiver or trustee for the Issuer or such obligor.

Until the Discharge of First Lien Obligations has occurred, if the Issuer or any other obligor shall be subject to any insolvency or liquidation proceeding, then the Collateral Trustee, for itself and on behalf of each holder of Obligations under the Notes, agrees that (A) if the First Lien Collateral Agent shall desire to consent (or not object) to the sale, use, or lease of cash or other collateral or to consent (or not object) to the Issuer’s or any obligor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other bankruptcy law (“DIP Financing”), it will raise no objection to and will not otherwise contest such sale, use, or lease of such cash or other collateral or such DIP Financing and, except to the extent permitted by applicable provisions of the Intercreditor Agreement, will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing any First Lien Obligations are subordinated to or have the same priority as the Liens securing such DIP Financing, will subordinate (and will be deemed under the Intercreditor Agreement to have subordinated) its Liens in the Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Obligations under the Notes are so subordinated to Liens securing the First Lien Obligations under the Intercreditor Agreement, (B) it will raise no objection to and will not otherwise contest any motion for relief from the automatic stay or any other stay in any insolvency or liquidation proceedings or from any injunction against foreclosure or enforcement in respect of First Lien Obligations or the collateral securing the First Lien Obligations made by the First Lien Collateral Agent or any other holder of First Lien Obligations, (C) it will raise no objection to and will not otherwise contest any lawful exercise by any holder of First Lien Obligations of the right to credit bid First Lien Obligations at any foreclosure or other sale of collateral securing any First Lien Obligations, including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision of any other bankruptcy law or other applicable law, (D) it will raise no objection to and will not otherwise contest any other request for judicial relief made in any court by any holder of First Lien Obligations relating to the lawful enforcement of any Lien on collateral securing any First Lien Obligations, (E) it will raise no objection to and will not otherwise contest any election made by the First Lien Collateral Agent or any other holder of First Lien Obligations of the application of Section 1111(b) of the Bankruptcy Code or any similar provision of any other bankruptcy law with respect to any of the Collateral, and (F) it will raise no objection to and will not otherwise contest or oppose any disposition (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other bankruptcy law) of assets of the Issuer or any other obligor for or to which the First Lien Collateral Agent has consented or not objected that provides, to the extent such disposition is to be free and clear of Liens, that the Liens securing the First Lien Obligations and the Obligations under the Notes will attach to the proceeds of the sale on the same basis of priority as the Liens on the Collateral securing the First Lien Obligations rank to the Liens on the Collateral securing the Obligations under the Notes pursuant to the Intercreditor Agreement.

Until the Discharge of First Lien Obligations has occurred, the Collateral Trustee, for itself and on behalf of each holder of Obligations under the Notes, agrees that none of them shall seek relief from the automatic stay or any other stay in any insolvency or liquidation proceeding or take any action in derogation thereof, in each case in respect of any Collateral, without the prior written consent of the First Lien Collateral Agent.

The Collateral Trustee, for itself and on behalf of each holder of Obligations under the Notes, acknowledges and agrees that (a) the grants of Liens pursuant to the collateral documents with respect to the First Lien Obligations and the collateral documents with respect to the Obligations under the Notes constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Collateral, the Obligations under the Notes are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed, confirmed, or adopted in an insolvency or liquidation proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that any claims of the holders of First Lien Obligations and the holders of Obligations under the Notes in respect of the Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then the Collateral Trustee, for itself and on behalf of each holder of Obligations under the Notes, acknowledges and agrees that all distributions from the Collateral shall be made as if there were separate classes of senior and junior secured claims against the Issuer and the other obligors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the holders of Obligations under the Notes), the holders of First Lien Obligations shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, expenses, and other claims, all amounts owing in respect of post-petition interest, fees, and expenses (whether or not allowed or allowable under Section 506(b) of the Bankruptcy Code (or any similar provision of any other bankruptcy law) or otherwise in such insolvency or liquidation proceeding) before any distribution from the Collateral is made in respect of the Obligations under the Notes, with the Collateral Trustee, for itself and on behalf of each holder of Obligations under the Notes, acknowledging and agreeing to turn over to the First Lien Collateral Agent amounts otherwise received or receivable by it to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the holders of Obligations under the Notes).

No holder of Obligations under the Notes (whether in the capacity of a secured creditor or an unsecured creditor) may propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement that is inconsistent with the priorities or other provisions of the Intercreditor Agreement. Without limiting the generality of the foregoing, other than with the prior written consent of the First Lien Collateral Agent, no holder of Obligations under the Notes (whether in the capacity of a secured creditor or an unsecured creditor) may vote in favor of any plan unless such plan (i) satisfies the First Lien Obligations in full in cash or (ii) is proposed or supported by the number of holders of First Lien Obligations required under Section 1126(c) of the Bankruptcy Code or any similar provision of any other bankruptcy law. In addition, if, in any insolvency or liquidation proceeding involving the Issuer or a Guarantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed, confirmed, or adopted in an insolvency or liquidation proceeding, on account of both the First Lien Obligations and the Obligations under the Notes, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Obligations under the Notes are secured by Liens upon the same assets or property, the provisions of the Intercreditor Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. See “Risk Factors—Risks Related to the Collateral—Rights of holders of the Notes in the Collateral may be adversely affected by bankruptcy proceedings, and holders may not be entitled to post-petition interest, fees, or expenses in any bankruptcy proceeding” and “Risk Factors—Risks Related to the Collateral—The value of the Collateral securing the Notes may not be sufficient to satisfy our obligations under the Notes and the guarantees thereof.”

Subordination

The payment of principal of and interest, if any, on the Notes will be subordinated to the payment in full of all Senior Debt, including Senior Debt created, incurred, assumed, or guaranteed after the date of the Indenture. As of June 30, 2026, we had approximately $848.5 million of indebtedness that will rank contractually senior to the Notes.

“Senior Debt” will be defined in the Indenture as:

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt), before the holders of Notes will be entitled to receive any payment with respect to the Notes (except that holders of Notes may receive and retain Permitted Junior Securities and payments made from any of the trusts created pursuant to the provisions described below under “—Satisfaction and Discharge” and “—Defeasance”), in the event of any distribution to creditors of the Issuer in:

Under the Indenture and the Intercreditor Agreement, the Issuer also may not make any payment or distribution to the Trustee or any holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any holder any Notes for cash or property if:

The Issuer may and will resume payments on and distributions in respect of the Notes and may acquire them beginning on the date on which such default is cured or waived or such payment or distribution can occur without resulting in a Contingent Default;providedthat the Indenture otherwise permits such payment, distribution, or acquisition at the time of such payment, distribution, or acquisition.

If the Trustee or any holder of the Notes receives any payment of any Obligations with respect to the Notes when:

the Trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the Trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

So long as any Senior Debt remains outstanding, neither the Trustee nor the holders of Notes shall, without prior written consent of the holders of such Senior Debt:

The Trustee and the holders shall only be permitted to commence such enforcement proceedings upon the receipt of written consent from the holders of such Senior Debt or at such time as no Senior Debt remains outstanding

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation, reorganization, or similar proceeding relating to the Issuer or its property, holders of Notes may recover less ratably than creditors of the Issuer who are holders of Senior Debt. As a result of the obligation to deliver amounts received in trust to holders of Senior Debt, holders of Notes may recover less ratably than trade creditors of the Issuer. See “Risk Factors—Risks Related to the Notes and this Offering—Your right to receive payment under the Notes is contractually subordinated to Senior Debt.”

Terms of the Notes

The Notes offered hereby will mature two, three, five, seven, and/or eleven years from the date of initial issuance of such Notes, in the aggregate principal amounts per maturity and interest payment method set forth in the table below. Interest on the Notes will be payable to holders of record of the Notes monthly in arrears on the tenth day of each month or, if such day is not a Business Day, the following Business Day. Interest on the Notes will accrue from and including the date of initial issuance. We will pay interest on the Notes either in cash (such Notes, “Cash Interest Notes”) or by adding such interest to the then-outstanding principal amount of the Notes (such Notes, “Compound Interest Notes”). Interest will accrue on the Notes on the basis of a 360-day year consisting of twelve 30-day months at the rates set forth in the table below for each maturity and interest payment method.

An available maturity, interest payment method, and related interest rate will be selected by you when you make your investment. The maturities, interest payment methods, interest rates, and aggregate principal amounts of the Notes offered hereby are set forth in the table below:

We will notify each holder no less than 30 and no more than 60 days prior to maturity of such holder’s Notes of the pending maturity, and such holder will be required to provide us with confirmation of the account details for payment of amounts owed at maturity. We will not be required to make such payment at maturity unless and until we receive such confirmation to our satisfaction (any failure to provide confirmation of account details, an “Account Confirmation Failure”). If an Account Confirmation Failure occurs and we elect not to make the required payment at maturity of such Notes, no Default or Event of Default shall occur or be deemed to occur as a result thereof, interest will cease to accrue on such Notes on the Stated Maturity of such Notes, and we will set aside an amount sufficient to pay all amounts due at the Stated Maturity of such Notes for one year (or such longer period as required by relevant state escheat laws). Following the end of suchone-year period following the Stated Maturity of such Notes while an Account Confirmation Failure persists, we will no longer be required to make such payment and the relevant holder shall have forfeited such holder’s rights to payment of such amounts.

Paying Agent and Registrar for the Notes

The Issuer will maintain a paying agent and registrar for the Notes in the United States. The Issuer will initially act as paying agent and registrar for the Notes. The Issuer may change the paying agent or registrar under the Indenture without prior notice to the holders, and any of the Issuer’s Subsidiaries or Affiliates may also act as paying agent or registrar in the future.

Upon written request from the Issuer, at any time when the Issuer is not the registrar, the registrar shall provide the Issuer with a copy of the register to enable the Issuer to maintain a register of the Notes at its registered office.

Optional Redemption

The Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, upon notice as described below, at a redemption price equal to the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of the redemption.

In the case of any partial redemption of the Notes, selection of the Notes for redemption will be made by the Issuer in its sole discretion, in which case the Issuer may determine to redeem some or all of certain Notes with specific maturities, interest payment methods, or interest rates, and may not redeem Notespro rata. If any Note is to be purchased or redeemed in part only, the notice of purchase or redemption relating to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption so long as, (x) at all times when the Issuer is the paying agent, the Issuer has paid the redemption price to the relevant holders, or (y) at all times when the Issuer is not the paying agent, the Issuer has deposited with the paying agent funds sufficient to pay the principal of and accrued and unpaid interest, if any, on the Notes to be redeemed.

Notices of redemption will be delivered at least five but not more than 60 days before the redemption date to each holder to be redeemed at its registered address or otherwise in accordance with the terms of the Indenture, except that redemption notices may be delivered more than 60 days prior to the redemption date if (a) the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture or (b) in the case of a redemption that is subject to one or more conditions precedent, the date of redemption is extended as permitted under the Indenture.

Any redemption of the Notes may, at the Issuer’s discretion, be subject to one or more conditions precedent. The redemption date of any redemption that is subject to satisfaction of one or more conditions precedent may, in the Issuer’s discretion, be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and any notice with respect to such redemption may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). In addition, such notice of redemption may be extended, if such conditions precedent have not been satisfied or waived by the Issuer, by providing notice to the holders.

The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open-market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as the Issuer or any such Affiliates may determine.

Mandatory Redemption; Repurchase at the Option of the Holders

The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

Subject to the provisions described above under “—Security—Intercreditor Agreement” and “* —Subordination*,” each holder of a Note may request, in whole at any time and in part from time to time, by written notice to the Issuer, that the Issuer redeem such holder’s Notes at a redemption price equal to 95.0% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption;providedthat the Issuer will not be required to redeem any Notes at any time when the Issuer or any of its Subsidiaries or Affiliates is prohibited by law or contract from doing so;provided furtherthat the Issuer will not be required to redeem Notes in an amount that exceeds, in any calendar year, 10.0% of the aggregate principal amount of the Notes issued and outstanding as of the first day of the calendar quarter in which such request is made (the “10% Limit”). The terms of the Flex Notes, the Registered Unsecured Notes, the Reg D/Reg A Bonds, the Exchange Notes, and the Adamantium Securities contain redemption provisions providing the holders thereof with the ability to request redemption of their bonds at any time prior to maturity at a price equal to 100% (with respect to the Adamantium Secured Note), 90% (with respect to the Senior Reg D Bonds), or 95% (with respect to the Flex Notes, the Registered Unsecured Notes, the Adamantium Bonds, the Reg A Bonds, the Subordinated Reg D Bonds, and the Exchange Notes) of the principal amount being redeemed. The amount of such redemption is limited (i) on an annual basis to 10% of the aggregate principal amount of Flex Notes, Registered Unsecured Notes, Adamantium Bonds, Reg A Bonds, Subordinated Reg D Bonds, or Exchange Notes, as applicable, then issued and outstanding and (ii) $5.0 million in aggregate principal amount of the Adamantium Secured Note in any 12-month period. No amounts redeemed under such debt will count towards the 10% Limit under the Notes. Furthermore, the principal amount of any Notes requested for redemption by, and redeemed from, our manager, executive officers, or their respective family members (an “executive redemption request”) during any calendar year will not be included in calculating the 10% Limit with respect to any other holder (a “non-executive redemption request”) for such calendar year; however, such redemptions will be included in calculating the 10% Limit with respect to an executive redemption request. As a result, in no circumstance will an executive redemption request decrease the 10% Limit with respect to anon-executive redemption request, but anon-executive redemption request will decrease the 10% Limit with respect to an executive redemption request. For example, if the 10% Limit at the time of a redemption request is $10.0 million, and an executive redemption request is made for $7.5 million aggregate principal amount of Notes and such Notes are redeemed by the Issuer, the 10% Limit remains at $10.0 million for anynon-executive redemption requests; however, the 10% Limit for a subsequent executive redemption request would become $2.5 million. Conversely, if the 10% Limit at the time of a redemption request is $10.0 million, and anon-executive redemption request is made for $7.5 million aggregate principal amount of Notes and such Notes are redeemed by the Issuer, the 10% Limit for a subsequent redemption request, whether an executive redemption request or anon-executive redemption request, would become $2.5 million. Therefore, we may be required to purchase up to 20% of the then-outstanding Notes pursuant to the 10% Limit in any calendar year to the extent that executive redemption requests made prior to anynon-executive redemption request reach the 10% Limit in such calendar year and subsequentnon-executive redemption requests also reach the 10% Limit in such calendar year.

If required by the foregoing or otherwise permitted by the Issuer, in its sole discretion, the Issuer will redeem such Notes on a date to be determined by the Issuer that is no earlier than one and no later than 120 days from the date the Issuer receives written notice from the holder. Such notice will set forth the maturity date, interest payment method, and interest rate on the Notes to be redeemed, the principal amount of Notes to be redeemed, and relevant payment information for receipt of funds.

If the Issuer is prohibited by law or contract (including the terms of our indebtedness) from redeeming Notes, or the 10% Limit limits a holder’s ability to have its Notes redeemed, the holder may have to hold its Notes to maturity. Redemption requests for the Notes will be processed in the order they are received by the Issuer without regard to date of issuance, maturity date, interest payment method, or interest rates of the Notes for which redemption has been requested. Except as set out in the preceding sentence with respect to redemption requests for the Notes relative to other redemption requests for the Notes, we intend to process redemption requests for any holder of our debt securities, regardless of which tranche of debt such holder holds, in the order in which such request is received, and do not intend to prioritize redemption requests under the Reg D/Reg A Bonds, Exchange Notes, or Adamantium Securities over redemption requests under the Notes, or vice versa; however, we are not obligated to do so and may, in the future, determine to honor redemption requests as among the tranches of our debt securities under different criteria, whether prioritizing near-term maturities, higher interest rates, specific interest payment methods, or otherwise. Any such determination will be made in our sole discretion. As a result, redemption requests for the Notes may receive lower priority as compared to redemption requests for our other debt securities. The Issuer’s ability to redeem Notes may also be limited by the Issuer’s then-existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required purchases.

The Issuer will also not be required to offer to purchase any Notes with the proceeds of asset sales, in the event of a change of control, or otherwise. See “Risk Factors—Risks Related to the Notes and this Offering—Your right to receive payment under the Notes is contractually subordinated to Senior Debt” and “Risk Factors—Risks Related to the Notes and this Offering—Holders of Notes will have a limited right to require us to redeem their Notes, and we may not be able to repurchase such Notes when requested.”

Covenants

Set forth below are summaries of certain covenants contained in the Indenture. The terms of the Notes, the guarantees thereof, and the Indenture do not otherwise contain financial maintenance covenants or covenants that otherwise limit the ability of the Issuer or any of its Subsidiaries or Affiliates to take actions that may negatively impact your investment, such as incurring Indebtedness; paying dividends or making other distributions in respect of, or repurchasing or redeeming, capital stock; prepaying, redeeming, or repurchasing Indebtedness; issuing preferred stock or similar equity securities; making loans and investments; selling or otherwise disposing of assets; incurring liens; entering into transactions with affiliates; or entering into agreements restricting Subsidiaries’ ability to pay dividends. See “Risk Factors—Risks Related to the Notes and this Offering—The terms of the Indenture and the Notes will not necessarily restrict our ability to take actions that may impair our ability to pay interest on and principal of the Notes.”

Reports and Other Information

The Indenture will provide that so long as any Notes are outstanding, the Issuer will deliver to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Issuer will also comply with the other provisions of Section 314(a) of the Trust Indenture Act. Reports, information, and documents filed with the SEC via the EDGAR system (or any successor system) will be deemed to be delivered to the Trustee at the time of such filing via EDGAR (or any successor system).

Delivery of reports, information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of the foregoing will not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of the covenants contained in the Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Consolidation, Merger, and Sale of Assets

The Issuer may not consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of its properties and assets to any Person (a “successor person”) unless:

Notwithstanding the above, any of the Issuer’s Subsidiaries or Affiliates may consolidate with, merge into, or transfer all or part of its properties to the Issuer.

Events of Default

An “Event of Default” will be defined in the Indenture as:

Except as described below, the foregoing will constitute Events of Default, whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body. The occurrence of certain Defaults or Events of Default or an acceleration under the Indenture may constitute an event of default under certain of our other Indebtedness. See the section of this prospectus entitled “Risk Factors—Risks Related to the Notes and this Offering—Your right to receive payment under the Notes is contractually subordinated to Senior Debt” and the section of our 2025 Annual Report entitled “Risk Factors—Risks Related to Our Indebtedness—The terms of our outstanding indebtedness restrict, and the terms of future indebtedness we may incur may restrict, our current and future operations, particularly our ability to respond to changes in the economy or our industry or to take certain actions, which could harm our long-term interests.”

No Event of Default under clause (1) or (2) of the second preceding paragraph with respect to a particular Note will constitute an Event of Default with respect to any other Notes. A Default under clause (3) of the second preceding paragraph will not constitute an Event of Default until the Trustee or the holders of at least a majority in aggregate principal amount of outstanding Notes notify the Issuer in writing of the Default and such Default is not cured within the time specified in clause (3) of the second preceding paragraph after receipt of such notice. If the Issuer fails because of the provisions set forth above under “—Subordination” to pay the principal of and accrued unpaid interest, if any, on a Note when due, such failure shall not constitute a Default or Event of Default.

Subject to the provisions described above under “—Security—Intercreditor Agreement” and “—Subordination,” if an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency, or reorganization of the Issuer) occurs and is continuing, then the Trustee or the holders of not less than a majority in aggregate principal amount of the outstanding Notes may, by a notice in writing to the Issuer (and to the Trustee if given by the holders), declare to be due and payable immediately the principal of and accrued and unpaid interest, if any, on all outstanding Notes. Subject to the provisions described above under “—Security—Intercreditor Agreement” and “—Subordination,” in the case of an Event of Default resulting from certain events of bankruptcy, insolvency, or reorganization of the Issuer, the principal of and accrued and unpaid interest, if any, on all outstanding Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of outstanding Notes. The holders of a majority in aggregate principal amount of the outstanding Notes may, on behalf of the holders of all of the Notes, waive, rescind, cancel, and annul any declaration of an existing or past Default or Event of Default and its consequences under the Indenture and the Notes, including an acceleration, if such waiver, rescission, cancellation, or annulment would not conflict with any judgment or decree (except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than such nonpayment of principal or interest that has become due as a result of such acceleration), which may be waived, rescinded, canceled, or annulled by the holder of such Note). Upon any such waiver, rescission, cancellation, or annulment of a Default or Event of Default, any such Default or Event of Default shall cease to exist, and any Event of Default arising from any such Default shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Any money or property collected by the Collateral Trustee in connection with the Notes will be applied in accordance with the Collateral Trust Agreement.

The Indenture will provide that the Trustee may refuse to perform any duty or exercise any of its rights or powers under the Indenture unless the Trustee receives indemnity satisfactory to it against any cost, liability, or expense that might be incurred by it in performing such duty or exercising such right or power. Subject to certain rights of the Trustee and the provisions described above under “—Security—Collateral Trust Agreement,” ”—Security—Intercreditor Agreement,” “—Subordination,” the First Lien Intercreditor Agreement and the Intercreditor Agreement, the holders of a majority in aggregate principal amount of the outstanding Notes will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.

Subject to the provisions described above under “—Security—Collateral Trust Agreement,” ”—Security—Intercreditor Agreement,” “—Subordination,” the First Lien Intercreditor Agreement and the Intercreditor Agreement, no holder of any Note will have any right to institute any proceeding, judicial or otherwise, with respect to the Notes or the Indenture or for the appointment of a receiver or trustee, or for any remedy under the Notes or the Indenture, unless:

Subject to the other provisions of the Indenture, including the provisions described above under “—Subordination,” and the provisions described under “* —Security—Collateral Trust Agreement*,” “—Security—Intercreditor Agreement,” the First Lien Intercreditor Agreement and the Intercreditor Agreement, the holder of any Note will have an absolute and unconditional right to receive payment of the principal of and any interest on that Note on or after the due dates expressed in that Note and to institute suit for the enforcement of payment.

The Indenture will require the Issuer, within 120 days after the end of its fiscal year, to furnish to the Trustee a statement as to compliance with the Indenture. If a Default or Event of Default occurs and is continuing with respect to the Notes and if a responsible officer of the Trustee has received notice of such Default or Event of Default, the Trustee shall mail to each holder of Notes notice of a Default or Event of Default within 90 days after it occurs or, if later, after a responsible officer of the Trustee has received notice of such Default or Event of Default. The Indenture will provide that the Trustee may withhold notice to the holders of Notes of any Default or Event of Default (except in payment on such holder’s Notes) with respect to such Notes if the Trustee determines in good faith that withholding notice is in the interest of the holders of those Notes. The Issuer will provide the Trustee written notice of any Default or Event of Default within 30 days of any Officer becoming aware of the occurrence of such Default or Event of Default (unless such Default or Event of Default has been cured or waived within such 30-day time period), which notice will describe in reasonable detail the status of such Default or Event of Default and what action the Issuer is taking or proposes to take in respect thereof.

Modification and Waiver

The Issuer, the Trustee, and, if applicable, the Collateral Trustee, may modify, amend, or supplement the Indenture, the Notes, the Security Documents, or the Intercreditor Agreement without the consent of any holder of any Notes:

The Issuer, the Trustee, and, if applicable the Collateral Trustee, may also modify and amend the Indenture, the Security Documents, the Intercreditor Agreement or the Notes with the consent of the holders of at least a majority in principal amount of the outstanding Notes affected by the modifications or amendments (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing or past Default or compliance with any provisions of such documents may be waived with the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes affected by such waiver (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, any Notes). The Issuer may not make any modification, amendment, or waiver to the Indenture or the Notes without the consent of the holders of each affected Note then outstanding (including, for the avoidance of doubt, any Notes held by Affiliates) if that modification, amendment, or waiver will (with respect to any Notes held by anon-consenting holder):

Additionally, any amendment, supplement, modification, or waiver to the subordination provisions of the Indenture will require the consent of the holders of the Senior Debt or their representatives if that amendment, supplement, modification, or waiver is adverse to the interests of the holders of Senior Debt or their representatives.

It will not be necessary under the Indenture or the Notes for holders to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. A Note does not cease to be outstanding because the Issuer or any Affiliate of the Issuer holds the Note;providedthat, in determining whether the holders of the requisite majority of outstanding Notes have given any request, demand, authorization, direction, notice, consent, or waiver under the Indenture and/or the Notes, Notes owned by the Issuer or any Affiliate of the Issuer shall be disregarded and deemed not to be outstanding if such ownership is actually known by a responsible officer of the Trustee.

No Personal Liability of Directors, Officers, Employees, or Securityholders

None of the past, present, or future managers, managing directors, directors, officers, employees, incorporators, or securityholders of the Issuer or any Subsidiary or Affiliate of the Issuer, as such, will have any liability for any of the Issuer’s obligations under the Notes, the Indenture, the Security Documents, or the Intercreditor Agreement, or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Note, each holder waives and releases all such liability. This waiver and release is part of the consideration for the issue of the Notes. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Transfer

Under the terms of the Indenture, no holder may transfer Notes without the prior written consent of the Issuer, which may be given or rejected in the Issuer’s sole discretion and determined on an ad hoc basis. A holder may request to transfer all or a portion of its Notes by submitting its request in writing to the Issuer no earlier than 10 Business Days and no later than five Business Days prior to the requested transfer date (which date must be a Business Day). Such request must include (i) the name of the holder, (ii) the Note(s) to be transferred, (iii) the identity of the transferee, and (iv) a completed subscription agreement by the transferee in a form satisfactory to the Issuer. The Issuer will use commercially reasonable efforts to respond to any such request prior to the Business Day immediately preceding the requested transfer date. The Issuer may request additional information regarding the transfer, the transferor, and the transferee as it desires in its sole discretion prior to determining whether to approve of the requested transfer. If a transfer of Notes is consented to in writing by the Issuer, a holder may not transfer any Note until the registrar has received, among other things, appropriate endorsements and transfer documents and any taxes and fees required by law or permitted by the Indenture. The Notes will be issued in registered form and the registered holder of a Note will be treated as the owner of such Note for all purposes.

Satisfaction and Discharge

The Indenture, the Notes, and any related guarantees, the Security Documents and the Intercreditor Agreement will be discharged and will cease to be of further effect, and any collateral then securing the Notes shall be released (except as to surviving rights of registration of transfer or exchange of Notes and certain rights, indemnities, and immunities of the Trustee or, as applicable, the Collateral Trustee, as expressly provided for in the Indenture), as to all outstanding Notes when:

Defeasance

Legal Defeasance. The Indenture will provide that the Issuer and any guarantors of the Notes may be discharged from any and all obligations in respect of any or all Notes and related guarantees (subject to certain exceptions) and cure all then-existing Defaults and Events of Default (“legal defeasance”). We will be so discharged upon the irrevocable deposit with the Trustee, in trust, of money and/or U.S. Government Obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of and interest on such Notes on the Stated Maturity of those payments in accordance with the terms of the Indenture and those Notes.

This discharge may occur only if, among other things, the Issuer has delivered to the Trustee an opinion of counsel stating that the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or, since the date of execution of the Indenture, there has been a change in the applicable U.S. federal income tax law, in either case, to the effect that, and based thereon such opinion shall confirm that, the holders of such Notes will not recognize income, gain, or loss for U.S. federal income tax purposes as a result of the deposit, defeasance, and discharge and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance, and discharge had not occurred. If the Issuer exercises its legal defeasance option, any Liens and guarantees, as they pertain to the Notes, will be released. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Defeasance of Certain Covenants. The Indenture will provide that, upon compliance with certain conditions:

The conditions include:

opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of and interest on such Notes on the Stated Maturity of those payments in accordance with the terms of the Indenture and such Notes; and

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing; notices personally delivered will be deemed given at the time delivered by hand; notices given by facsimile or email will be deemed given when receipt is acknowledged; and notices given by overnight air courier guaranteeing next day delivery will be deemed given the next Business Day after timely delivery to the courier.

Concerning the Trustee and the Collateral Trustee

Odyssey Transfer and Trust Company will be the Trustee and Collateral Trustee under the Indenture.

The Indenture will contain certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue, or resign.

The Indenture will provide that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs.

Neither the Trustee nor the Collateral Trustee shall be liable or responsible for, and make no representation as to the existence, genuineness, value, or protection of, any Collateral, for the legality, validity, effectiveness, enforceability, or sufficiency of any security document or for the creation, perfection, maintenance, priority, sufficiency, or protection of any Liens securing the Notes. Neither the Trustee nor the Collateral Trustee shall be liable or responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection or priority of any Lien or security interest in the Collateral.

Where the Indenture requires delivery of a certificate in connection with any request or application to the Trustee or Collateral Trustee to take or refrain from taking any action thereunder, the Trustee or Collateral Trustee may, in its sole discretion, waive or amend such requirement.

By their acceptance of the Notes, the holders of the Notes will be deemed to have authorized and directed the Trustee and the Collateral Trustee, as applicable, to enter into and to perform the Intercreditor Agreement, the Security Documents, and any amendments or supplements thereto permitted by the Indenture.

Governing Law

The Indenture will provide that it and the Notes and the guarantees thereof, including any claim or controversy arising out of or relating thereto, will be governed by and construed in accordance with the laws of the State of New York. Any security documents will be governed by, and construed in accordance with, the laws of the State of New York; however, any mortgages will be governed by, and construed in accordance with, the laws of the state in which the applicable property is located.

The Indenture will provide that the Issuer, the Trustee, the Collateral Trustee, and the holders of the Notes (by their acceptance of the Notes) irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Indenture, the Notes, or the transactions contemplated thereby.

The Indenture will provide that any legal suit, action, or proceeding arising out of or based upon the Indenture or the transactions contemplated thereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case, located in the City of New York, and the Issuer, the Trustee, the Collateral Trustee, and the holders of the Notes (by their acceptance of the Notes) irrevocably submit to thenon-exclusive jurisdiction of such courts in any such suit, action, or proceeding. The Indenture will further provide that service of any process, summons, notice, or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in the Indenture will be effective service of process for any suit, action, or other proceeding brought in any such court. The Indenture will further provide that the Issuer, the Trustee, the Collateral Trustee, and the holders of the Notes (by their acceptance of the Notes) irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or other proceeding in the courts specified above and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action, or other proceeding has been brought in an inconvenient forum.

Certain Definitions

“10% Limit” has the meaning given to it in “—Mandatory Redemption; Repurchase at the Option of the Holders.”

“Account Confirmation Failure” has the meaning given to it in “—Terms of the Notes.”

“Adamantium” has the meaning given to it in “—Ranking.”

“Adamantium Bonds” has the meaning given to it in “—Ranking.”

“Adamantium Debt” has the meaning given to it in “—Ranking.”

“Adamantium Loan Agreement” has the meaning given to it in “—Ranking.”

“Adamantium Secured Note” has the meaning given to it in “—Ranking.”

“Adamantium Securities” has the meaning given to it in “—Ranking.”

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by agreement or otherwise.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Board of Directors” means as to any Person, the board of directors, board of managers, sole member, managing member, or other governing body of such Person or, if such Person is owned or managed by a single entity or has a general partner, the board of directors, board of managers, sole member, managing member, or other governing body of such entity or general partner, or, in each case, any duly authorized committee thereof, and the term “directors” means members of the Board of Directors.

“Business Day” means a day other than a Saturday, Sunday, or other day on which banking institutions are authorized or required by law or regulation to close in the State of New York or, with respect to any payments to be made under the Indenture, the place of payment.

“Capital Stock” means:

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the notes thereto) in accordance with GAAP.

“Cash Interest Notes” has the meaning given to it in “—Terms of the Notes.”

“Compound Interest Notes” has the meaning given to it in “—Terms of the Notes.”

“Collateral” has the meaning given to it in “—Security—Collateral Generally.”

“Collateral Trust Agreement” has the meaning given to it in “—General.”

“Collateral Trustee” has the meaning given to it in “—General.”

“Contingent Default” has the meaning given to it in “—Subordination.”

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“covenant defeasance” has the meaning given to it in “—Defeasance.”

“Credit Facilities” means one or more debt facilities (including, without limitation, the Fortress Credit Agreement), indentures, or commercial paper facilities, in each case, with banks or other institutional lenders, accredited investors, or institutional investors providing for revolving credit loans, term loans, term debt, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), or letters of credit, in each case, as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise), or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“December 2022 506(c) Bonds” has the meaning given to it in “—Ranking.”

“Default” means any event which is, or after notice, passage of time, or both would be, an Event of Default.

“DIP Financing” has the meaning given to it in “—Security—Intercreditor Agreement.”

“Equity Interests” means Capital Stock and all warrants, options, or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Event of Default” has the meaning given to it in “—Events of Default.”

“Exchange Notes” has the meaning given to it in*“—Ranking*.”

“First Lien Collateral Agent” has the meaning given to it in “—Security—Intercreditor Agreement.”

“First Lien Intercreditor Agreement” means that certain first lien intercreditor agreement described in the Intercreditor Agreement, under which, as of the date hereof, the Fortress Credit Agreement and certain Swap Contracts are secured on a senior basis and under which, in the future, other obligations may become secured on a senior basis, as the same may be amended or supplemented from time to time.

“Flex Notes” has the meaning given to it in “—Ranking.”

“Fortress Credit Agreement” has the meaning given to it in “—Ranking.”

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

“Indebtedness” means, with respect to any Person, without duplication:

“Indenture” has the meaning given to it in “—General.”

“Intercreditor Agreement” has the meaning given to it in “—Security—Intercreditor Agreement.”

“Issuer” has the meaning given to it in “—General.”

“legal defeasance” has the meaning given to it in “—Defeasance.”

“Lien” means, with respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference, priority, or encumbrance of any kind in respect of such asset, whether or not filed, recorded, or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in, and any filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction).

“Minimum Purchase Amount” has the meaning given to it in “—General.”

“Notes” has the meaning given to it in “—General.”

“Obligations” means any principal, interest (including any interest, fees, or expenses accruing subsequent to the filing of a petition in an insolvency, liquidation, or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest, fees, or expenses are an allowed claim under applicable state, federal, or foreign law), premium, penalties, fees, expenses, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages, and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, or President, or any Vice President, Treasurer, Controller, Secretary, or the Assistant Secretary (or any Person serving the equivalent function of any of the foregoing) of such Person (or of any direct or indirect parent, general partner, managing member, or sole member of such Person), or any individual designated as an “Officer” for purposes of the Indenture by the Board of Directors of such Person (or the Board of Directors of any direct or indirect parent, general partner, managing member, or sole member of such Person).

“Officer’s Certificate” means a certificate signed on behalf of the Issuer or any direct or indirect parent of the Issuer by an Officer of the Issuer or such parent entity that meets the requirements set forth in the Indenture.

“Payment Blockage Notice” has the meaning given to it in “—Subordination.”

“Parity Lien Debt” means the Adamantium Loans, the Notes, the Flex Notes and any additional debt designated as parity lien debt under the Collateral Trust Agreement, including certain notes that may be offered by the Issuer in future private offerings.

“Permitted Junior Securities” means:

“Permitted Liens” means any Liens on the Collateral that do not secure Indebtedness pursuant to clause (1)(a), (b), or (d) of the definition thereof.

“Person” means any individual, corporation, company, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government (or any agency or political subdivision thereof), or other entity.

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

“PhoenixOp” has the meaning given to it in “—Ranking.”

“Reg A Bonds” has the meaning given to it in “—Ranking.”

“Reg D Bonds” has the meaning given to it in “—Ranking.”

“Reg D/Reg A Bonds” has the meaning given to it in “—Ranking.”

“Registered Unsecured Notes” has the meaning given to it in “—Ranking.”

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

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

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

“Senior Debt” has the meaning given in “—Subordination.”

“Security Documents” means all security agreements, pledge agreements, control agreements, collateral assignments, mortgages, deeds of trust, security deeds, deeds to secure debt, deeds of trust, hypothecs, hypothecations, collateral agency agreements (including the Collateral Trust Agreement), debentures, or other instruments or other pledges, grants, or transfers for security or agreements related thereto executed and delivered by the Issuer creating or perfecting (or purporting to create or perfect) a Lien upon Collateral (including, without limitation, financing statements under the UCC) in favor of the Collateral Trustee on behalf of the Trustee and the Holders to secure the Notes, in each case, as amended, modified, renewed, restated, supplemented, or replaced, in whole or in part, from time to time, in accordance with its terms and the provisions described in “—Security”.

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

“Senior-Priority Secured Debt” has the meaning given to it in “—Security—Collateral Generally.”

“Senior Reg D Bonds” has the meaning given to it in “—Ranking.”

“Series A Preferred Shares” means the Series A Cumulative Redeemable Preferred Shares of the Issuer offered pursuant to the Issuer’s offering statement on Form 1-A, initially filed with the SEC on June 26, 2025, and initially qualified by the SEC on August 27, 2025.

“Stated Maturity” means, when used with respect to any Note, the date specified in such Note as the fixed date on which the principal of such Note is due and payable in cash.

“Subordinated Reg D Bonds” has the meaning given to it in “—Ranking.”

“Subsidiary” of any specified Person means: (1) any corporation, association, or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof; or (2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity, and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof, whether in the form of membership, general, special, or limited partnership interests or otherwise, and (b) such person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“successor person” has the meaning given to it in “—Covenants—Consolidation, Merger, and Sale of Assets.”

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options, forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any obligations or liabilities under any such master agreement.

“Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services, and other cash management services.

“Trust Indenture Act” has the meaning given to it in “—General.”

“Trustee” has the meaning given to it in “—General.”

“UCC” means the Uniform Commercial Code as the same may be from time to time in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“U.S. Government Obligations” means securities that are:

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt;providedthat (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain material U.S. federal income tax considerations relevant to the purchase, ownership, and disposition of the Notes issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or foreign tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case, in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the Notes. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership, and disposition of the Notes.

This discussion is limited to holders who hold the Notes as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion is limited to persons purchasing the Notes for cash at original issue and at their original “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of the Notes is sold to the public for cash). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

This summary assumes that the Notes are sold to unrelated parties and properly treated as debt for U.S. federal income tax purposes. If an entity treated as a partnership for U.S. federal income tax purposes holds the Notes, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding the Notes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF THE NOTES ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL, ORNON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Tax Considerations Applicable to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of a Note that, for U.S. federal income tax purposes, is or is treated as:

Additional Payments

All or a portion of the Notes may be subject to redemption at par plus accrued and unpaid interest and additional amounts, if any. We intend to take the position that the foregoing should not cause the Notes to be treated as contingent payment debt instruments under the applicable Treasury Regulations. Assuming such position is respected, a U.S. Holder would be required to include in income the amount of any such additional payments at the time such payments are received or accrued in accordance with such U.S. Holder’s method of accounting for U.S. federal income tax purposes. Our position is binding on a holder, unless the holder discloses in the proper manner to the IRS that it is taking a different position. If the IRS successfully challenged our position, and the Notes were treated as contingent payment debt instruments, U.S. Holders would be required to accrue interest income at a rate higher than their yield to maturity, regardless of the holder’s method of accounting, and to treat as ordinary income, rather than capital gain, any gain recognized on a sale, exchange, retirement, or redemption of a Note. The remainder of this discussion assumes that the Notes will not be considered contingent payment debt instruments. U.S. Holders are urged to consult their tax advisors regarding the potential application to the Notes of the contingent payment debt instrument rules and the consequences thereof.

Payments of Qualified Stated Interest

Payments of “qualified stated interest” on a Note generally will be taxable to a U.S. Holder as ordinary income at the time such interest is received or accrued, in accordance with such U.S. Holder’s method of tax accounting for U.S. federal income tax purposes. The term “qualified stated interest” means stated interest that is unconditionally payable in cash or in property (other than debt instruments of the issuer) at least annually at a single fixed rate or, subject to certain conditions, based on one or more interest indices. It is expected, and the following discussion assumes, that stated interest on the Cash Interest Notes (fixed on or before the issuance of such Cash Interest Notes) will be qualified stated interest. However, none of the stated interest on the Compound Interest Notes will be qualified stated interest.

Original Issue Discount

If the issue price (as defined above) of the Cash Interest Notes is less than their principal amount payable at maturity by an amount equal to or greater than a statutorily definedde minimis amount (generally 1/4 of 1% of the Cash Interest Notes’ stated redemption price at maturity multiplied by the number of complete years to maturity from its issue date), the Cash Interest Notes will be treated as being issued with OID in an amount equal to such difference for U.S. federal income tax purposes.

The Compound Interest Notes will be treated as being issued with OID for U.S. federal income tax purposes because stated interest on the Compound Interest Notes will be paid in the form of an increase in the principal amount of the Compound Interest Notes. The Compound Interest Notes will be issued with OID in an amount equal to the excess of the sum of all principal and interest payments provided by the Compound Interest Notes over the issue price (as defined above) of the Compound Interest Notes.

U.S. Holders must include OID in gross income (as ordinary income) as it accrues (on a constant yield to maturity basis), in advance of the receipt of cash attributable to that income irrespective of their regular method of accounting. However, U.S. Holders generally will not be required to include separately in income cash payments of previously accrued OID. The amount of OID includible in gross income by a U.S. Holder in any taxable year is the sum of the “daily portions” of OID with respect to the Note for each day during that taxable year on which the U.S. Holder holds the Note. The daily portion is determined by allocating to each day in any “accrual period” apro rata portion of the OID allocable to that accrual period. The OID allocable to any accrual period, subject to the possible adjustments described below, will be an amount equal to the product of the Note’s “adjusted issue price” at the beginning of the accrual period and its yield to maturity (determined on a constant yield method, compounded at the close of each accrual period and properly adjusted for the length of the accrual period) reduced by qualified stated interest paid or accrued for such period. OID allocable to the final accrual period is the difference between the amount payable at maturity and the adjusted issue price at the beginning of the final accrual period. The “adjusted issue price” of a Note as of the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period and reduced by any payments previously made on the Note, other than payments of qualified stated interest. The “yield to maturity” of the Notes is the discount rate that, when used in computing the present value (as of the Issue Date) of all principal and interest payments to be made on the Notes, produces an amount equal to the issue price of the Notes.

Payments of stated interest on Compound Interest Notes will not be treated as payments of interest on the Compound Interest Notes for U.S. federal income tax purposes. Instead, any stated interest paid on Compound Interest Notes will be treated together with the Compound Interest Notes as a single note for U.S. federal income tax purposes.

Sale or Other Taxable Disposition

A U.S. Holder will recognize gain or loss on the sale, exchange, redemption, retirement, or other taxable disposition of a Note. The amount of such gain or loss will generally equal the difference between the amount received for the Note in cash or other property valued at fair market value (less amounts attributable to any accrued but unpaid interest, which will be taxable as interest to the extent not previously included in income) and the U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s adjusted tax basis in a Note generally will be equal to the amount the U.S. Holder paid for the Note, increased by the amount of any OID previously included in income with respect to the Note and decreased by the amount of any cash payments other than payments of qualified stated interest previously made on the Note. Although not free from doubt, when we pay stated interest on a Compound Interest Note by increasing the principal amount of such Compound Interest Note, a U.S. Holder’s adjusted tax basis in the Compound Interest Note would likely be allocated pro rata to all of the principal amount of the Compound Interest Note including the increased amount. A U.S. Holder’s holding period in such Compound Interest Note would remain identical with respect to all of the principal amount of such Compound Interest Note including the increased amount. Any gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder has held the Note for more than one year at the time of sale or other taxable disposition. Otherwise, such gain or loss will be short-term capital gain or loss. Long-term capital gains recognized by certainnon-corporate U.S. Holders, including individuals, generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

A U.S. Holder may be subject to information reporting and backup withholding with respect to payments on a Note, accrual of OID on a Note, or proceeds from the sale or other taxable disposition of a Note (including a redemption or retirement of a Note). Certain U.S. Holders are exempt from backup withholding, including corporations and certaintax-exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and:

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability;provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Considerations Applicable to Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of a Note that is neither a U.S. Holder nor an entity treated as a partnership for U.S. federal income tax purposes.

Interest and OID

Subject to the discussion below regarding withholding and the discussion below regarding FATCA, no U.S. federal income or withholding tax generally will be required with respect to the payment by us or our paying agent of interest to a Non-U.S. Holder that qualifies as portfolio interest. Interest on a note owned by a Non-U.S. Holder will qualify as portfolio interest if:

customers’ securities in the ordinary course of its trade or business and holds the Note on behalf of the Non-U.S. Holder certifies to the applicable withholding agent under penalties of perjury that it, or the financial institution between it and the Non-U.S. Holder, has received from the Non-U.S. Holder such a statement and provides a copy of such statement to the applicable withholding agent; or (3) the Non-U.S. Holder holds its Note directly through a “qualified intermediary” (within the meaning of applicable Treasury Regulations) which has received such a statement from the non-U.S. Holder and certain conditions are satisfied.

If a Non-U.S. Holder does not satisfy the requirements above, such Non-U.S. Holder may be still entitled to a reduction in or an exemption from withholding on such interest if it qualifies for the benefits of an applicable tax treaty. To claim such entitlement, the Non-U.S. Holder must provide the applicable withholding agent with a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming a reduction in or exemption from withholding tax under the benefit of an income tax treaty between the United States and the country in which the Non-U.S. Holder resides or is established.

If interest paid to a Non-U.S. Holder is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such interest is attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that interest paid on a Note is not subject to withholding tax because it is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States.

Any such effectively connected interest generally will be subject to U.S. federal income tax at the regular graduated rates. ANon-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected interest, as adjusted for certain items.

The certifications described above must be provided to the applicable withholding agent prior to the payment of interest and must be updated periodically. Non-U.S. Holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Other Taxable Disposition

Subject to the discussion below concerning backup withholding and the discussion below regarding FATCA, a Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, redemption, retirement, or other taxable disposition of a Note (such amount excludes any amount allocable to accrued and unpaid interest, which generally will be treated as interest and may be subject to the rules discussed above in “-Interest and OID”) unless:

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. ANon-U.S. Holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States);provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Non-U.S. Holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of interest (including OID) generally will not be subject to backup withholding;provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder certifies itsnon-U.S. status as described above under “-Interest and OID.” However, information returns are required to be filed with the IRS in connection with any interest paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of a Note (including a retirement or redemption of the Note) within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the statement described above and does not have actual knowledge or reason to know that such holder is a United States person or the holder otherwise establishes an exemption. Proceeds of a disposition of a Note paid outside the United States and conducted through anon-U.S. office of anon-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability;provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made tonon-U.S. financial institutions and certain othernon-U.S. entities. Specifically, a 30% withholding tax may be imposed on payments of interest (or accrual of OID) on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, a Note paid to a “foreign financial institution” or a“non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) thenon-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution ornon-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments tonon-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of interest on a Note. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of a Note, certain proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in the Notes.